Exhibit
10.1


 


UNITED STATIONERS INC.


2004 LONG-TERM INCENTIVE PLAN


Performance Based Restricted Stock Unit Award Agreement


 


This Restricted Stock Unit
Award Agreement (this “Agreement”), dated March 1, 2010, (the “Award Date”),
is by and between <First Name, Last
Name> (the “Participant”), and United Stationers Inc., a Delaware
corporation (the “Company”).  Any term capitalized but not defined in this
Agreement will have the meaning set forth in the Company’s 2004 Long-Term
Incentive Plan (the “Plan”).


 


In the exercise of its
discretion to grant awards under the Plan, the Committee has determined that
the Participant should receive an award of restricted stock units (“Units”)
under the Plan, on the following terms and conditions:


 


1.                                       Grant.  The
Company hereby grants to the Participant a Restricted Stock Unit Award (the “Award”)
consisting of *[target number] Units (the “Target
Number of Units”), subject to possible increase to as many as *[number 50% greater than target number] Units (the “Maximum
Number of Units”) depending on the degree to which the Company has satisfied
the performance-based objectives specified in Appendix A to this
Agreement.  Each Unit that vests
represents the right to receive one share of the Company’s common stock as
provided in Section 5 of this Agreement.  The Award will be subject
to the terms and conditions of the Plan and this Agreement.


 


2.                                       No Rights as a
Stockholder.  The Units granted pursuant to this Award do
not entitle the Participant to any rights of a stockholder of the Company’s
Stock.  The Participant’s rights with respect to the Units shall remain
forfeitable at all times until satisfaction of the vesting conditions set forth
in Section 3 of this Agreement.


 


3.                                       Vesting; Effect
of Date of Termination.  For purposes of this Agreement, “Vesting
Date” means any date, including the Scheduled Vesting Dates (as defined below),
on which Units subject to this Award vest as provided in this Section 3.


 


(a)   Subject
to paragraphs 3(b) through 3(f), a portion of the Participant’s Units will
be eligible to vest on each of December 31, 2010, December 31, 2011
and December 31, 2012 (the “Scheduled Vesting Dates”).  Units will vest on a Scheduled Vesting Date (i) if
the Participant’s Date of Termination has not occurred before that Scheduled
Vesting Date, and (ii) only to the extent the Units have been earned
during the period from January 1, 2010 to that Scheduled Vesting Date as
provided in Section 4.  The period from January 1, 2010 through December 31,
2012 is referred to as the “Performance Period,” and the period from January 1,
2010 through an applicable Scheduled Vesting Date is referred to as a “Vesting
Period.”  If the Participant’s Date of
Termination occurs for any reason during the Performance Period, the
Participant’s Units that have not yet vested will be forfeited on and after the
Participant’s Date of Termination, except as provided in paragraphs 3(b) through
3(f).


 


(b)                                 If the
Participant’s Date of Termination occurs during the Performance Period by
reason of the Participant’s death or Permanent and Total Disability (as defined
in paragraph 3(g)), a portion of the then unvested Units subject to this Award
will become vested as of the Participant’s Date of Termination.  That
portion shall be equal to a number of Units determined by multiplying the
lesser of (i) one-third of the Target Number of Units or (ii) the
Target Number of Units not yet vested immediately prior to the Participant’s
Date of Termination, by a fraction, the numerator of which shall be the number
of whole months elapsed from the beginning of the calendar year in which the
termination of employment occurred to the Date of Termination, and the
denominator of which shall be twelve.  Any remaining Units subject to this
Award that do not vest as provided in this paragraph shall be forfeited.


 


(c)                                  If the
Participant’s Date of Termination occurs during the Performance Period by
reason of the Participant’s Retirement (as defined in paragraph 3(j)), a
portion of the then unvested Units will become vested as of the Scheduled
Vesting Date at the end of the calendar year in which the Participant’s Date of
Termination occurs.  That portion shall be equal to the product of (i) the
number of Units that otherwise would have vested on that Scheduled Vesting Date
had the Participant’s employment not been terminated, and (ii) a fraction,
the numerator of which shall be the number of whole months elapsed from the
beginning of the calendar year in which the termination of employment occurred
to the Date of Termination, and the denominator of which shall be twelve. 
Any remaining Units subject to this Award that do not vest as provided in this
paragraph shall be forfeited.


 

















 


(d)                                 If a Change of
Control occurs during the Performance Period and prior to the Participant’s
Date of Termination, then a portion of the then unvested Units will become
fully vested as of the date of such Change of Control.  That portion shall
be equal to the greater of (i) 50% of the Target Number of Units not yet
vested immediately prior to the Change of Control, or (ii) an amount
determined by multiplying 50% of the Target Number of Units not yet vested
immediately prior to the Change of Control by the Performance Factor
(determined as provided in Appendix A) for the longest completed Vesting
Period (if any) prior to the date of the Change in Control.  The remaining
Units subject to this Award that do not vest in accordance with the previous
sentence shall remain subject to the vesting provisions of this Agreement, with
all Units that have vested as a result of the Change of Control deemed Earned
Units for purposes of applying the formula specified in Appendix A.


 


(e)                                  If, during the
Performance Period but within two years after a Change of Control described in
paragraph 3(d), the Participant’s Date of Termination occurs by reason of the
involuntary termination of the Participant’s employment by the Company or its
Subsidiaries without Cause or by the Participant for Good Reason (as defined in
paragraph 3(h)), all of the Target Number of Units that did not vest as a
result of the Change of Control as provided in paragraph 3(d) will vest as
of the Participant’s Date of Termination.


 


(f)                                    If the
Participant’s Date of Termination occurs during the Performance Period and
during an Anticipated Change of Control by reason of the involuntary
termination of the Participant’s employment by the Company or its Subsidiaries
without Cause or by the Participant for Good Reason, and a Change of Control
then occurs within two years following the Participant’s Date of Termination, a
number of shares of Stock equal to the portion of the Target Number of Units
forfeited on the Participant’s Date of Termination (subject to paragraph 5.2(f) of
the Plan) shall be issued to the Participant on a fully vested basis promptly,
but in no event later than two and one-half months after the end of the
calendar year in which the Change of Control occurred.


 


(g)                                 For purposes of
this Agreement, the term “Permanent and Total Disability” means the Participant’s
inability, due to illness, accident, injury, physical or mental incapacity or
other disability, effectively to carry out his duties and obligations as an
employee of the Company or its Subsidiaries or to participate effectively and
actively as an employee of the Company or its Subsidiaries for 90 consecutive
days or shorter periods aggregating at least 180 days (whether or not
consecutive) during any twelve-month period.


 


(h)                                 For purposes of
this Agreement, “Good Reason” shall mean:  (i) any material breach by
the Company of this Agreement or of any employment agreement with the
Participant without Participant’s written consent, (ii) any material
reduction, without the Participant’s written consent, in the Participant’s
duties, responsibilities or authority; provided, however, that for purposes of
this clause (ii), neither (A) a change in the Participant’s supervisor or
the number or identity of the Participant’s direct reports, nor (B) a
change in the Participant’s title, duties, responsibilities or authority as a
result of a realignment or restructuring of the Company’s executive
organizational chart nor (C) a change in the Participant’s title, duties,
responsibilities or authority as a result of a realignment or restructuring of
the Company shall be deemed by itself to materially reduce Participant’s duties,
responsibilities or authority, as long as, in the case of either (B) or
(C), Participant continues to report to either the supervisor to whom he or she
reported immediately prior to the Change of Control or a supervisor of
equivalent responsibility and authority; or (iii) without Participant’s
written consent: (A) a material reduction in the Participant’s base
salary, (B) the relocation of the Participant’s principal place of
employment more than fifty (50) miles from its location on the date of a Change
in Control, or (C) the relocation of the Company’s corporate headquarters
office outside of the metropolitan area in which it is located on the date of a
Change in Control.  For purposes of this Agreement, a Change of Control,
alone, does not constitute Good Reason.  Furthermore, notwithstanding the
above, the occurrence of any of the events described above will not constitute
Good Reason unless the Participant gives the Company written notice within
thirty (30) days after the initial occurrence of any of such events that the
Participant believes that such event constitutes Good Reason, and the Company
thereafter fails to cure any such event within sixty (60) days after receipt of
such notice.


 


(i)                                     For purposes of
this Agreement, a Date of Termination shall be deemed to have occurred only if
on such date the Participant has also experienced a “separation from service”
as defined in the regulations promulgated under Code Section 409A.


 

















 


(j)                                     For purposes of
this Agreement, “Retirement” means the Participant’s separation from service
(as defined in the regulations promulgated under Code Section 409A)
occurring after the earlier of (i) the Participant reaching age 65 or (ii) the
Participant reaching age 55 and having completed at least 10 years of Service with
the Company and its Subsidiaries.


 


(k)                                  For purposes of
this Agreement, a Change of Control shall be deemed to have occurred only if
such event would also be deemed to constitute a change in ownership or
effective control, or a change in the ownership of a substantial portion of the
assets, of the Company under Code Section 409A.


 


Except as otherwise specifically provided, the
Company will not have any further obligations to the Participant under this
Agreement if the Participant’s Units are forfeited as provided herein.


 


4.                                       Earned Units.  The
number of Units subject to this Award that the Participant will be deemed to
have earned (“Earned Units”) and that are eligible for vesting as of each
Scheduled Vesting Date during the Performance Period will be determined by the
extent to which the Company has satisfied the performance-based objectives for
the Vesting Period ending on the applicable Scheduled Vesting Date as set forth
in Appendix A to this Agreement.  The portion of the Units subject
to this Award that will be deemed Earned Units as of each Scheduled Vesting
Date during the Performance Period will be determined according to the formula
specified in Appendix A, but in no event will the cumulative number of
Units that are deemed Earned Units as of any Scheduled Vesting Date during the
Performance Period exceed the Maximum Number of Units.  Any Units that are
not earned as of either of the first two Scheduled Vesting Dates during the
Performance Period solely because of the failure to fully satisfy an applicable
performance-based objective shall remain eligible to be earned as of a
subsequent Scheduled Vesting Date during the Performance Period.


 


5.                                       Settlement of
Units.  After any Units vest pursuant to Section 3, the Company
will promptly, but in no event later than two and one-half months after the end
of the calendar year in which the Vesting Date occurred, cause to be issued to
the Participant, or to the Participant’s beneficiary or legal representative in
the event of Participant’s death, one share of Stock in payment and settlement
of each vested Unit.  Such issuance shall be evidenced by a stock
certificate or appropriate entry on the books of the Company or a duly
authorized transfer agent of the Company, shall be subject to the tax withholding
provisions of Section 6, and shall be in complete satisfaction of such
vested Units.  If the Units that vest include a fractional Unit, the
Company will round the number of vested Units down to the nearest whole Unit
prior to issuance of the shares as provided herein.  Notwithstanding the
foregoing, if any amount shall be payable with respect to this Award as a
result of the Participant’s “separation from service” at such time as the
Participant is a “specified employee” (as those terms are defined in regulations
promulgated under Code Section 409A) and such amount is subject to the
provisions of Code Section 409A, then no payment shall be made, except as
permitted under Code Section 409A, prior to the first day of the seventh
calendar month beginning after the Participant’s separation from service (or
the date of Participant’s earlier death), or as soon as administratively
practicable thereafter.


 


6.                                       Tax Matters.  The
Committee may require the Participant, or the alternate recipient identified in
Section 5, to satisfy any potential federal, state, local or other tax
withholding liability.  Such liability must be satisfied at the time such
Units are settled in shares of Stock.  At the election of the Participant,
and subject to such rules and limitations as may be established by the
Committee from time to time, such withholding obligations may be satisfied: (i) through
a cash payment by the Participant, (ii) through the surrender of shares of
Stock that the Participant already owns (provided, however, to the extent
shares described in this clause (ii) are used to satisfy more than the
minimum statutory withholding obligation, as described below, then payments
made with shares of Stock in accordance with this clause (ii) shall be
limited to shares held by the Participant for not less than six months prior to
the payment date), (iii) through the surrender of shares of Stock to which
the Participant is otherwise entitled in respect of the Award under this
Agreement; provided, however, that such shares under this clause (iii) may
be used to satisfy not more than the minimum statutory withholding obligation
of the Company or applicable Subsidiary (based on minimum statutory withholding
rates for federal, state and local tax purposes, including payroll taxes, that
are applicable to such supplemental taxable income), or (iv) any
combination of clauses (i), (ii) and (iii); provided, however,
that the Committee shall have sole discretion to disapprove of an election
pursuant to any of clauses (ii)-(iv) and that the Committee may require
that the method of satisfying such an obligation be in compliance with Section 16
of the Exchange Act (if the Participant is subject thereto) and any other
applicable laws and the respective rules and regulations thereunder. 
Any fraction of a share of Stock which would be required to satisfy such an
obligation will be disregarded and the remaining amount due will be paid in
cash by the Participant.


 

















 


7.                                       Compliance with
Laws.  Despite the provisions of Section 5 hereof, the Company is
not required to issue or deliver any certificates for shares of Stock if at any
time the Company determines that the listing, registration or qualification of
such shares upon any securities exchange or under any law, the consent or
approval of any governmental body or the taking of any other action is
necessary or desirable as a condition of, or in connection with, the issuance
or delivery of the shares hereunder in compliance with all applicable laws and
regulations, unless such listing, registration, qualification, consent,
approval or other action has been effected or obtained, free of any conditions
not acceptable to the Company.


 


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


 


9.                                       Nontransferability.  Except
as otherwise provided by the Committee or as provided in Section 5, and
except with respect to shares of Stock issued in settlement of vested Units,
the Participant’s interests and rights in and under this Agreement may not be
assigned, transferred, exchanged, pledged or otherwise encumbered other than as
designated by the Participant by will or by the laws of descent and
distribution.  Issuance of shares of Stock in settlement of Units will be
made only to the Participant; or, if the Committee has been provided with
evidence acceptable to it that the Participant is legally incompetent, the
Participant’s personal representative; or, if the Participant is deceased, to
the designated beneficiary or other appropriate recipient in accordance with Section 5
hereof.  The Committee may require personal receipts or endorsements of a
Participant’s personal representative, designated beneficiary or alternate
recipient provided for herein, and the Committee shall extend to those individuals
the rights otherwise exercisable by the Participant with regard to any
withholding tax election in accordance with Section 6 hereof.  Any
effort to otherwise assign or transfer any Units or any rights or interests
therein or thereto under this Agreement will be wholly ineffective, and will be
grounds for termination by the Committee of all rights and interests of the
Participant and his or her beneficiary in and under this Agreement.


 


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


 


11.                                 Governing Law.  This
Agreement 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.


 


12.                                 Sole Agreement. 
Notwithstanding anything in this Agreement to the contrary, the terms of this
Agreement shall be subject to all of the terms and conditions of the Plan (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 Agreement 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
Plan.  This Agreement is the entire agreement between the parties to it
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).


 


13.                                 Binding Effect.  This
Agreement 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 Plan,
their respective heirs, executors, administrators, legal representatives,
successors and assigns.


 


14.                                 Amendment and
Waiver.  This Agreement may be amended in accordance with the provisions
of the Plan, and may otherwise be amended by written agreement between the
Company and the Participant without the consent of any other person.  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.


 

















 


IN WITNESS WHEREOF, the
Company has duly executed this Agreement as of the Award Date.


 


 


	
   

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  UNITED STATIONERS INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fredrick B. Hegi Jr.

  
	
   

  	
   

  	
  Chairman of the Board