Exhibit
10.2


 


United
Stationers, Inc.


2004
Long-Term Incentive Plan


Management Cash
Incentive Award Plan Summary


For Section 16
Officers and Grade Level 3 and Above


 


Under the 2004
Long-Term Incentive Plan (“LTIP”), the Human Resources Committee (“Committee”)
has the discretion to grant Cash Incentive Awards. The Committee wishes to
exercise its discretion to grant Cash Incentive Awards pursuant to the terms
and conditions of the LTIP and this Cash Incentive Award Plan (“CIP”), which is
hereby established by the Committee for the purpose of granting Cash Incentive
Awards. Any term that is capitalized but not defined in this CIP will have the
meaning set forth in the LTIP.


 


1.     Eligibility. For any Performance Period (as defined
in Section 3 below), the Committee shall determine and designate those Section 16
Officers and/or Salary Grade Level 3 (or above) associates who will be granted
an award under this CIP and such persons shall be “Participants” in this CIP
for that Performance Period.


 


2.     Award. 
Unless otherwise designated by the Committee pursuant to Section 6
below, Awards made under this CIP are intended to be “Performance-Based
Compensation” as defined under the LTIP to meet the requirements for Section 162(m) of
the Internal Revenue Code.  Any Award granted
under this CIP will be evidenced by a separate writing and subject to the terms
and conditions of the LTIP and this CIP.


 


3.     Performance Period. The Performance Period for an Award
granted under this CIP shall be the calendar year specified by the Committee in
the separate writing evidencing the Award.


 


4.     Performance Measurement. 
Payment of Awards granted under this CIP will be conditioned the
achievement of one or more performance objectives during the applicable
Performance Period. The applicable performance objections will be (a) determined
by the Committee, (b) set forth in the separate writing evidencing the
Award, and (c) based on one or more of the Performance Measures (as
defined in Section 9(aa) of the LTIP).


 


5.     Employment on Last Day of Performance
Period. Except as
otherwise provided in Section 6 below or in a superseding Employment
Agreement, a Participant must be actively employed by the Company on the last
day of the Performance Period to receive any payment due for that Performance Period
for a finally determined award under Section 7 below.


 


6.     Partial Year Participation. The Committee or President &
Chief Executive Officer, as applicable, may allow an individual who transfers
into or out of an eligible position (Section 16 Officers and/or Salary
Grade Level 3 and above) or who terminates employment under certain
circumstances during a Performance Period to participate in the CIP for that
Performance Period on a prorated basis. 
In such a case, the Participant’s final award will be prorated based on
the number of active months of participation during the Performance Period, and
credit for active months of participation will be given as specified
below.  Such situations include, but are
not limited to: (a) new hire, (b) transfer from a position that does
not meet the eligibility criteria to a position that meets the eligibility
criteria, (c) transfer from a position that does meet the eligibility
criteria to a position that does not meet the eligibility criteria, (d) changes
in participation such as target incentive level, salary, leave of absence, etc.
during the Performance Period, and (e) terminations under certain
circumstances which are described below. 
For prorated awards, the Participant’s final award will be the sum of
all prorated awards.


 


a.     Transfers and New Hires — An associate who becomes eligible and
is designated as a Participant (whether due to transfer or new hire) during the
1st through 15th day of a month will receive credit for that month. An
associate who becomes eligible and is designated as a 


 

















 


Participant
(whether due to transfer or new hire) during the 16th through last day of a
month will not receive credit for that month, but rather will receive credit
beginning on the first day of the following month. A Participant who ceases to
be eligible (for a reason other than termination of employment) during the 1st
through 15th day of a month will not receive credit for that month, but rather
will receive credit through the last day of the previous month.  A Participant who ceases to be eligible (for
a reason other than termination of employment) during the 16th through last day
of a month will receive credit through the last day of that month.


 


b.     Terminations — This paragraph applies if a
Participant’s employment terminates during a Performance Period due to death,
disability (as defined by the Social Security Administration) or retirement
(which is a voluntary termination of employment by the Participant on or after
reaching age 65 or reaching age 55 if the Participant also has at least 10
years of service with the Company) and the Committee or President &
Chief Executive Officer, as applicable, decides to allow that Participant to
participate in the CIP for that Performance Period on a prorated basis. In such
a case, a Participant whose employment terminates during the 1st through 15th
day of a month will not receive credit for that month, but rather will receive
credit through the last day of the previous month; and a Participant whose
employment terminates during the 16th through last day of a month will receive
credit through the last day of that month.


 


c.     Leaves of Absence —


 


i.      Family or Medical Leave — A Participant on a family or medical
leave of absence, as defined by the Company’s Leave of Absence (“medical LOA”)
Policy, is eligible for payment under this Plan.  A Participant on medical LOA is eligible for
full payment (non-pro-rated) for medical LOA time and will be paid at the same
time as active Participants.


 


ii.     Other Leave — A Participant on any other leave shall
have their payment prorated for the number of days not worked during the
Performance Period.


 


7.     Adjustment of Performance Goals
and Determination and Payment of Final Awards — The Committee has the right to adjust the
performance objectives (either up or down) during the Performance Period if it
determines that external changes or other unanticipated business conditions
have materially affected the fairness of the objectives or unduly influenced
the Company’s ability to meet them. However, no such adjustment shall increase
the final award payable to any of the Named Executive Officers unless, at the
time the Committee initially set the participation of such individual for the
Performance Period, it designated his or her award as not intended to qualify
as “Performance-Based Compensation” as defined under the LTIP. The Committee
also has the right to adjust the performance objectives and the final award
amounts in the event of a Performance Period consisting of less than twelve
months.


 


The Committee or Chief
Executive Officer, as applicable, will review performance against the
previously established performance objectives and compute final awards for each
Participant who remains actively employed by the Company on the last day of the
Performance Period.  The Company will pay
final awards in cash as soon as
administratively practicable, but no later than the March 15 following the
last day of the Performance Period. Final awards will be paid in accordance
with the Participant’s payroll election (i.e., direct deposit or pay card) at
the time the award is distributed. Based on an assessment of Company and/or
participant performance and, except as limited by the preceding paragraph,
final award amounts may be adjusted (either up or down) by the Committee or
Chief Executive Officer.


 


8.     No Right to Employment. 
Nothing herein confers upon a Participant any right to continue in the
employ of the Company or any Subsidiary.


 

















 


9.     Administration and
Interpretation.  The Committee has the authority to control and
manage the operation and administration of the LTIP and this CIP. Any
interpretations of the LTIP or CIP by the Committee and any decisions made by
it under the LTIP or this CIP are final and binding on the Participant and all
other persons.


 


10.   Governing Law. 
This CIP and the rights and obligations hereunder shall be governed by
and construed in accordance with the laws of the state of Delaware, without
regard to principles of conflicts of law of Delaware or any other jurisdiction.


 


11.   Sole Agreement. 
Notwithstanding anything in this CIP to the contrary, the terms of this
CIP shall be subject to all of the terms and conditions of the LTIP (as the
same may be amended in accordance with its terms), a copy of which may be
obtained by the Participant from the office of the Secretary of the
Company.  In addition, this CIP and the
Participant’s rights hereunder shall be subject to all interpretations,
determinations, guidelines, rules and regulations adopted or made by the
Committee from time to time pursuant to the LTIP and this CIP.  The LTIP (along with this CIP and any
individual award granted to a Participant) is the entire agreement between the
parties with respect to the subject matter hereof, and supersedes any and all
prior oral and written discussions, commitments, undertakings, representations
or agreements (including, without limitation, any terms of any employment
offers, discussions or agreements between the parties).


 


12.   Binding Effect. 
This CIP will be binding upon and will inure to the benefit of the
Company and the Participant and, as and to the extent provided herein and under
the LTIP, their respective heirs, executors, administrators, legal
representatives, successors and assigns.


 


13.   Amendment and Waiver. 
This CIP may be amended in accordance with the provisions of the LTIP,
and may otherwise be amended by written agreement between the Company and the
Participant without the consent of any other person, provided that this CIP
shall not be amended in any manner that would inconsistent with Sections 162(m) (unless
otherwise provided pursuant to Section 6 above) or Section 409A of
the Internal Revenue Code.  No course of
conduct or failure or delay in enforcing the provisions of this Agreement will
affect the validity, binding effect or enforceability of this Agreement.


 


	
   

  	
   

  	
  UNITED
  STATIONERS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Frederick B.
  Hegi, Jr.

  
	
   

  	
   

  	
  Chairman of the
  Board