Exhibit 10.1


 


November 1, 2005


 


Mr. Eric A. Blanchard


45
Cristofori Circle


Orono,
MN  55359


 


VIA
OVERNIGHT MAIL


 


Dear Eric:


 


We are extremely
pleased to extend to you an offer of employment with United Stationers as
Senior Vice President, General Counsel and Secretary, with an annual base
salary of $280,000, paid semi-monthly, less applicable tax withholdings.  In this position, you will be reporting
directly to me, with a start date of January 4, 2006.  This letter also encloses supporting
documentation regarding our various benefit programs.


 


You will be eligible for
participation in our annual Management Incentive Plan (MIP), and will have a target bonus equal to 50% of your
annual base salary (with upside potential of 100%).  The MIP bonus for 2006 will be payable during
the first quarter of 2007, provided you are an associate in good standing at
the time the payment is made.


 


You will be
eligible to participate in the company’s Management Equity Plan and be
recommended for a non-qualified stock option grant with an economic value equal
to $280,000, to be granted by and subject to the approval of the Human
Resources Committee of our Board of Directors. 
The Black Scholes method will be used to determine the actual number of
shares of the grant and the stock strike price will be determined on your
employment commencement date (January 4, 2006).  The options will vest in three substantially
equal installments (33% each year) over three years, and be subject to the
terms and conditions of our 2005 Long-Term Incentive Plan, as contained and
summarized in our most recent proxy statement, a copy of which is provided for
your information.


 


In addition, you
will receive a one-time acceptance bonus of $50,000, less applicable tax
withholdings, payable within thirty (30) days after your employment
commencement date, provided you are an employee in good standing at the time
payment is made.  If you decide to
voluntarily leave United Stationers for any reason (other than for death or
disability) before January 4, 2008, you will be obligated to repay this $50,000
acceptance bonus.  In addition, a
retention bonus of $50,000 will also be awarded to you, payable eighteen (18)
months after your employment commencement, provided you are an associate in
good standing at the time this bonus becomes payable.


 





















 


United Stationers
provides an excellent benefits package, including group insurance, 401(k) plan
participation, pension and flexible spending accounts.  Also, as a member of management, you are
eligible to participate in the following executive programs:


 


•                  Automobile Allowance Program of
$1,400 per month


•                  Country Club Membership


•                  Medical Executive Reimbursement
Program (MERP) up to $25,000 per year


•                  Executive Physical Examination


•                  Financial Planning


•                  Four (4) Weeks Vacation


 


You also will be
entitled to a full executive relocation from Minnesota to Chicago for you and
your family.  A few key features of this
program (a summary of which is enclosed) include:


 


•                  7% miscellaneous expense allowance of
$19,600


•                  Full service move of your household
goods


•                  Advance house hunting trips for you
and your family along with temporary housing during the relocation process


 


Additional
information regarding these programs, as well as United Stationers’ complete
benefits program, is enclosed with this letter.


 


This offer is
contingent upon the acceptable results of a pre-employment drug screen,
satisfactory reference checks, and your signature on employment and
indemnification agreements with United Stationers upon your employment commencement.  That employment agreement will contain terms
and conditions, among others, relating to the severance benefits to be
available to you in certain employment termination circumstances.  The employment agreement also will contain
undertakings by you, among other things, as to your confidential treatment of
company information during and following your employment, return of company
assets immediately following any employment termination and post-termination
non-competition and customer/employee non-solicitation.  Copies of our current form of Executive
Employment and Indemnification Agreements are enclosed for your information.


 


To accept our employment offer, we ask
that you please sign and return one original copy of this letter.  A second copy is provided for your
records.  We are very hopeful that you
will accept this offer.  However, as we
discussed, we need to come to a decision soon, and are hopeful that you will
work with us to arrive at a decision as soon as reasonably possible.


 


Eric,
we are pleased to make you an employment offer for this important position and
look forward to your contributions in guiding the future of United Stationers.  The entire management team and the
Board are very excited about you joining United Stationers.  We look forward to your acceptance of our
offer.


 


Sincerely,


 


	
  /s/  Dick Gochnauer

  	
   

  
	
  Dick Gochnauer

  
	
  President and Chief Executive Officer

  



 


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  Enclosures (5):

  	
   

  	
  Compensation &
  Benefits Summary

  
	
   

  	
   

  	
  Proxy Statement

  
	
   

  	
   

  	
  Relocation
  Summary

  
	
   

  	
   

  	
  Executive
  Employment Agreement

  
	
   

  	
   

  	
  Indemnification
  Agreement

  
	
   

  	
   

  	
   

  
	
  cc w/o enc:

  	
   

  	
  John Sloan,
  Senior Vice President, Human Resources

  
	
   

  	
   

  	
  Kathy Dvorak,
  Senior Vice President & CFO

  
	
   

  	
   

  	
  Tom Howell,
  Interim General Counsel

  
	
   

  	
   

  	
  George Sanders,
  Vice President, Compensation/Benefits & Development

  



 


 


	
  Accepted and
  agreed:

  	
   

  
	
   

  	
   

  
	
  /s/  Eric
  A. Blanchard

  	
   

  	
  Date:

  	
  December 5, 2005

  	
   

  
	
  Eric A.
  Blanchard

  	
   

  
					



 


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