Exhibit 10.1


EXECUTIVE
EMPLOYMENT AGREEMENT


THIS EXECUTIVE EMPLOYMENT AGREEMENT
(this “Agreement”) is made,
entered into and effective as of June 11, 2007 (the “Effective Date”) by and among UNITED STATIONERS INC., a Delaware
corporation (hereinafter, together with its successors, referred to as “Holding”), UNITED STATIONERS SUPPLY CO., an Illinois corporation
(hereinafter, together with its successors, referred to as the “Company”, and, together with Holding, the “Companies”), and Victoria J. Reich (hereinafter referred to as the “Executive”).


WHEREAS, the
Companies have a need for executive management services; and


WHEREAS, the
Executive is qualified and willing to render such services to the Companies;


NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements contained
herein, the parties agree as follows:


SECTION 1.              Definitions.


(a)           As used in this Agreement, the
following terms have the respective meanings set forth below:


“Accrued Benefits”
means (i) all salary earned or accrued through the date the Executive’s
employment is terminated, (ii) reimbursement for any and all monies
advanced in connection with the Executive’s employment for reasonable and
necessary expenses incurred by the Executive through the date the Executive’s
employment is terminated, (iii) all accrued and unpaid annual incentive
compensation awards for the year immediately prior to the year in which the
Executive’s employment is terminated, and (iv) all other payments and
benefits payable on or after termination of employment to which the Executive
is entitled at the date of termination under the terms of any applicable
compensation arrangement or benefit plan or program of the Company.  “Accrued Benefits” shall not include any
entitlement to severance pay or severance benefits under any Company severance
policy or plan generally applicable to the Company’s salaried employees.


“Affiliate”
shall have the meaning given such term in Rule 12b-2 of the Exchange Act.


“Board”
shall mean, so long as Holding owns all of the outstanding Voting Securities
(as hereinafter defined in the definition of Change of Control) of the Company,
the board of directors of Holding.  In
all other cases, Board means the board of directors of the Company.


“Cause”
shall mean (i) conviction of, or plea of nolo
contendere to, a felony (excluding motor vehicle violations);
(ii) theft or embezzlement, or attempted theft or embezzlement, of money
or property or assets of the Company or any of its Affiliates;
(iii) illegal use of drugs; (iv) material breach of this Agreement or
any employment-related undertakings provided in a writing signed by the
Executive prior to or concurrently with this Agreement; (v) commission of
any act or acts of moral turpitude; (vi) gross negligence or willful 













misconduct in the
performance of Executive’s duties; (vii) breach of any fiduciary duty owed
to the Company, including, without limitation, engaging in competitive acts
while employed by the Company; or (viii) the Executive’s willful refusal
to perform the assigned duties for which the Executive is qualified as directed
by the Executive’s Supervising Officer (as hereinafter defined) or the Board;
provided, that in the case of any event constituting Cause within clauses (iv)
through (viii) which is curable by the Executive, the Executive has been given
written notice by the Companies of such event said to constitute Cause,
describing such event in reasonable detail, and has not cured such action
within thirty (30) days of such written notice as reasonably determined by the
Chief Executive Officer.  For purposes of
this definition of Cause, action or inaction by the Executive shall not be
considered “willful” unless done or omitted by the Executive
(A) intentionally or not in good faith and (B) without reasonable belief
that the Executive’s action or inaction was in the best interests of the
Companies, and shall not include failure to act by reason of total or partial
incapacity due to physical or mental illness.


“Change of
Control” shall mean (a) Any “Person” (having the meaning
ascribed to such term in Section 3(a)(9) of the Exchange Act and used in
Sections 13(d) and 14(d) thereof, including a “group” within the meaning of
Section 13(d)(3)) has or acquires “Beneficial Ownership” (within the meaning of
Rule 13d-3 under the Exchange Act) of 30% or more of the combined voting
power of Holding’s then outstanding voting securities entitled to vote
generally in the election of directors (“Voting
Securities”); provided, however, that the acquisition or holding of
Voting Securities by (i) Holding of any of its subsidiaries, (ii) an
employee benefit plan (or a trust forming a part thereof) maintained by Holding
or any of its subsidiaries, or (iii) any Person in which the Executive has
a substantial equity interest shall not constitute a Change of Control.  Notwithstanding the foregoing, a Change of
Control shall not be deemed to occur solely because any Person acquired
Beneficial Ownership of more than the permitted amount of Voting Securities as
a result of the issuance of Voting Securities by Holding in exchange for assets
(including equity interests) or funds with a fair value equal to the fair value
of the Voting Securities so issued; provided that if a Change of Control would
occur (but for the operation of this sentence) as a result of the issuance of
Voting Securities by Holding, and after such issuance of Voting Securities by
Holding, such Person becomes the Beneficial Owner of any additional Voting
Securities which increases the percentage of the Voting Securities Beneficially
Owned by such Person to more than 50% of the Voting Securities of Holding, then
a Change of Control shall occur; (b) At any time during a period of two
consecutive years, the individuals who at the beginning of such period
constituted the Board (the “Incumbent Board”)
cease for any reason to constitute more than 50% of the Board; provided,
however, that if the election, or nomination for election by Holding’s
stockholders, of any new director was approved by a vote of more than 50% of
the directors then comprising the Incumbent Board, such new director shall, for
purposes of this subsection (b), be considered as though such person were a
member of the Incumbent Board; provided, further, however, that no individual
shall be considered a member of the Incumbent Board if such individual
initially assumed office as a result of (i) either an actual “Election
Consent” (as described in Rule 14a-11 promulgated under the Exchange Act)
or other actual solicitation of proxies or consents by or on behalf of a Person
other than the Incumbent Board (a “Proxy
Contest”), or (ii) by reason of an agreement intended to avoid
or settle any actual or threatened Election Contest or Proxy Contest;
(c) Consummation of a merger, consolidation or reorganization or approval
by Holding’s stockholders of a liquidation or dissolution of Holding or the
occurrence of a liquidation or dissolution of Holding (“Business Combination”), unless, following
such Business Combination:  (1) the
Persons with 



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Beneficial Ownership of
Holding, immediately before such Business Combination, have Beneficial
Ownership of more than 50% of the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors of
the corporation (or in the election of a comparable governing body of any other
type of entity) resulting from such Business Combination (including, without
limitation, an entity which as a result of such transaction owns Holding or all
or substantially all of Holding’s assets either directly or through one or more
subsidiaries) (the “Surviving Company”)
in substantially the same proportions as their Beneficial Ownership of the
Voting Securities immediately before such Business Combination, (2) the
individuals who were members of the Incumbent Board immediately prior to the
execution of the initial agreement providing for such Business Combination
constitute more than 50% of the members of the board of directors (or
comparable governing body of a noncorporate entity) of the Surviving Company; and
(3) no Person (other than Holding, any of its subsidiaries or any employee
benefit plan (or any trust forming a part thereof) maintained by Holding, the
Surviving Company or any Person who immediately prior to such Business
Combination had Beneficial Ownership of 30% or more of the then Voting
Securities) has Beneficial Ownership of 30% or more of the then combined voting
power of the Surviving Company’s then outstanding voting securities; provided,
that notwithstanding this clause (3), a Change of Control shall not be deemed
to occur solely because any Person acquired Beneficial Ownership of more than
30% of Voting Securities as a result of the issuance of Voting Securities by
Holding in exchange for assets (including equity interests) or funds with a fair
value equal to the fair value of the Voting Securities so issued; provided,
however that a Business Combination with a Person in which the Executive has a
substantial equity interest shall not constitute a Change of Control, or
(d) Approval by Holding’s stockholders of an agreement for the assignment,
sale, conveyance, transfer, lease or other disposition of all or substantially
all of the assets of Holding to any Person (other than a Person in which the
Executive has a substantial equity interest and other than a subsidiary of
Holding or other entity, the Persons with Beneficial Ownership of which are the
same Persons with Beneficial Ownership of Holding and such Beneficial Ownership
is in substantially the same proportions), or the occurrence of the same.  Notwithstanding the foregoing, a Change of
Control shall not be deemed to occur solely because any Person acquired
Beneficial Ownership of more than the permitted amount of Voting Securities as
a result of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by such Person; provided that
if a Change of Control would occur (but for the operation of this sentence) as
a result of the acquisition of Voting Securities by the Company, and after such
acquisition of Voting Securities by the Company, such Person becomes the
Beneficial Owner of any additional Voting Securities which increases the
percentage of the Voting Securities Beneficially Owned by such Person, then a
Change of Control shall occur.


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


“Good Reason”
shall mean (i) any material breach by the Companies of this Agreement,
(ii) any material reduction, without the Executive’s written consent, in
the Executive’s title, duties, responsibilities or authority; provided,
however, that for purposes of this clause (ii), neither (A) a change in
the Executive’s Supervising Officer or the number or identity of the Executive’s
direct reports, nor (B) a change in the Executive’s title, duties,
responsibilities or authority as a result of a realignment or restructuring of
the Companies’ executive organizational chart nor (C) a change in the
Executive’s title, duties, responsibilities or authority 



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as a result of a
realignment or restructuring of the Companies shall necessarily be deemed by
itself to materially reduce Executive’s title, duties, responsibilities or
authority, as long as, in the case of either (A), (B) or (C), Executive
continues to report to either the Chief Executive Officer or Chief Operating
Officer of the Companies or to the Supervising Officer to whom she reported
immediately prior to the Change of Control or a Supervising Officer of
equivalent responsibility and authority, or (iii) without Executive’s
written consent:  (A) a reduction in
the Executive’s Base Salary or a material reduction determined on an aggregate
basis in the level of executive benefits, perquisites and incentive
opportunities, (B) the relocation of the Executive’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 Executive gives the Companies written notice within thirty (30) days
after the occurrence of any of such events that the Executive believes that
such event constitutes Good Reason, and the Companies thereafter fail to cure
any such event within thirty (30) days after receipt of such notice.


“Person”
shall mean any natural person, firm, corporation, limited liability company,
trust, partnership, limited or limited liability partnership, business
association, joint venture or other entity and, for purposes of the definition
of Change of Control herein, shall comprise any “person”, within the meaning of
Sections 13(d) and 14(d) of the Exchange Act, including a “group” as therein
defined.


“Subsidiary”
shall mean, with respect to any Person, any other Person of which such first
Person owns 20% or more of the economic interest in such Person or owns or has
the power to vote, directly or indirectly, securities representing 20%or more
of the votes ordinarily entitled to be cast for the election of directors or
other governing Persons.


(b)           The capitalized terms used in Section
5(j) have the respective meanings assigned to them in such Section and the
following additional terms have the respective meanings assigned to them in the
Sections hereof set forth opposite them:




	
  “Annual Bonus”

  	
  Section 4(b)

  
	
  “Base Salary”

  	
  Section 4(b)

  
	
  “Bonus Plan”

  	
  Section 4(b)

  
	
  “Confidential
  information or proprietary data”

  	
  Section 6(a)(2)

  
	
  “Customer”

  	
  Section 6(d)(2)

  
	
  “Disability”

  	
  Section 5(c)

  
	
  “Employment
  Period”

  	
  Section 2

  
	
  “Retirement”

  	
  Section 5(f)

  
	
  “Supervising
  Officer”

  	
  Section 3(a)

  
	
  “Supplier”

  	
  Section 6(d)(2)

  
	
  “Term” and
  “Termination Date”

  	
  Section 2

  






 


SECTION 2.              Term and
Employment Period.  Subject to
Section 19 hereof, the term of this Agreement (“Term”) shall commence on the Effective Date of this Agreement
and shall 



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continue until the
effective date of termination of the Executive’s employment hereunder pursuant
to Section 5 of this Agreement.  The
period during which the Executive is employed by the Companies pursuant to this
Agreement is referred to herein as the “Employment Period.”  The date on which termination of the
Executive’s employment hereunder shall become effective is referred to herein
as the “Termination Date.”


SECTION 3.              Duties.


(a)           During the Employment Period, the
Executive (i) shall serve as Senior Vice President and Chief Financial
Officer of the Companies, (ii) shall report directly to the Chief
Executive Officer of the Companies (the “Supervising
Officer”), (iii) shall, subject to and in accordance with the
authority and direction of the Board and/or the Supervising Officer have such
authority and perform in a diligent and competent manner such duties as may be
assigned to the Executive from time to time by the Board and/or the Supervising
Officer and (iv) shall devote the Executive’s best efforts and such time,
attention, knowledge and skill to the operation of the business and affairs of
the Companies as shall be necessary to perform the Executive’s duties.  During the Employment Period, the Executive’s
place of performance for the Executive’s duties and responsibilities shall be
at the Companies’ corporate headquarters office, unless another principal place
of performance is agreed in writing among the parties and except for required
travel by the Executive on the Companies’ business or as may be reasonably
required by the Companies.


(b)           Notwithstanding the foregoing, it is
understood during the Employment Period, subject to any conflict of interest
policies of the Companies, the Executive may (i) serve in any capacity
with any civic, charitable, educational or professional organization provided
that such service does not materially interfere with the Executive’s duties and
responsibilities hereunder, (ii) make and manage personal investments of
the Executive’s choice, and (iii) with the prior consent of the Companies’
Chief Executive Officer, which shall not be unreasonably withheld, serve on the
board of directors of one (1) for-profit business enterprise.


SECTION 4.              Compensation.  During the Employment Period, the Executive
shall be compensated as follows:


(a)           the Executive shall receive, at such
intervals and in accordance with such Company payroll policies as may be in
effect from time to time, an annual salary (pro rata for any partial year)
equal to $400,000 (“Base Salary”).  The Base Salary shall be reviewed by the
Board from time to time and may, in the Board’s sole discretion, be increased
when deemed appropriate by the Board; if so increased, it shall not thereafter
be reduced (other than an across-the-board reduction applied in the
same percentage at the same time to all of the Companies’ senior executives at
the same grade level);


(b)           during the Employment Period, the
Executive shall be eligible to earn an annual incentive compensation award
under the Companies’ management incentive or bonus plan, or a successor plan
thereto, as shall be in effect from time to time (the “Bonus Plan”), subject to achievement of
performance goals determined in accordance with the terms of the Bonus Plan
(such annual incentive compensation award, the “Annual Bonus”), with such Annual Bonus to be payable in a cash
lump sum at such time as bonuses are ordinarily paid to 



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the Companies’ senior
executives at the same grade level. 
Certain details of Executive’s participation in the Bonus Plan are
included in Appendix A hereto and made a part hereof;


(c)           the Executive shall be reimbursed, at
such intervals and in accordance with such Company policies as may be in effect
from time to time, for any and all reasonable and necessary business expenses
incurred by the Executive for the benefit of the Companies, subject to
documentation in accordance with the Companies’ policies;


(d)           the Executive shall be entitled to
participate in all incentive, savings and retirement plans, stock option plans,
practices, policies and programs applicable generally to other senior
executives of the Companies at the same grade level and as determined by the
Board from time to time.  Executive shall
be granted the equity incentives in accordance with Appendix A as attached
hereto and made a part hereof;


(e)           the Executive and/or the Executive’s
family, as the case may be, shall be eligible for participation in and shall
receive all benefits under welfare benefit plans, practices, policies and
programs provided by the Company to senior executives of the Companies at the
same grade level (including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life, and accidental death
and travel accident insurance plans and programs) to the extent applicable
generally to other executives of the Companies at the same grade level;


(f)            the Executive shall be entitled to
not less than twenty (20) paid vacation days per calendar year (pro rata for
any partial year);


(g)           the Executive shall be entitled to
participate in the Company’s other executive fringe benefits and perquisites
generally applicable to the Companies’ senior executives at the same grade
level in accordance with the terms and conditions of such arrangements as are
in effect from time to time; and


(h)           appended hereto as Appendix B and
made a part hereof is a summary of the current employee benefit plans and
perquisites available to the Executive, which plans and perquisites are subject
to change by the Company from time to time.


SECTION 5.              Termination
of Employment.


(a)           All Accrued Benefits to which the
Executive (or the Executive’s estate or beneficiary) is entitled shall be
payable within thirty (30) days following termination of the Employment Period,
except as otherwise specifically provided herein or under the terms of any
applicable policy, plan or program, in which case the payment terms of such
policy, plan or program shall be determinative.


(b)           Any termination by the Companies, or
by the Executive, of the Employment Period shall be communicated by written
notice of such termination to the Executive, if such notice is delivered by the
Companies, and to the Companies, if such notice is delivered by the Executive,
each in compliance with the requirements of Section 13 hereof.  Except in the event of termination of the
Employment Period by reason of Cause, Good Reason or the Executive’s death, the
Termination Date shall be no earlier than thirty (30) days following 



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the date on which notice
of termination is delivered by one party to the other in compliance with the
requirements of Section 13 hereof.


(c)           If the Employment Period is
terminated by the Executive for Good Reason or by the Companies for any reason
other than Cause or the Executive’s permanent disability, as defined in the
Companies’ Board-approved disability plan or policy as in effect from
time to time (“Disability”) and
other than within two (2) years following a Change of Control, then, as the
Executive’s exclusive right and remedy in respect of such termination:


(i)            the Executive shall be entitled to
receive from the Company the Executive’s Accrued Benefits in accordance with
Section 5(a);


(ii)           the Executive shall be entitled to an
amount equal to one and one-half (11⁄2) times the Executive’s then existing
Base Salary, to be paid in such intervals and at such times in accordance with
the Company’s payroll practices in effect from time to time over the eighteen
(18) month period following the Termination Date;


(iii)          the Executive shall be entitled to a
payment in an amount equal to one and one-half (11⁄2) times the actual
incentive compensation award which would otherwise be payable for the calendar
year during which the Termination Date occurs, to be paid at such time as the
incentive award would otherwise be paid in accordance with the Company’s
policies (for purposes of determining such award, any discretionary individual
performance component shall be deemed to be at the same achievement level as in
the year preceding the Termination Date or, if not included in the such year’s
incentive award components, at target);


(iv)          the Executive shall continue to be
covered, upon the same terms and conditions described in Section 4(e) hereof,
by the same or equivalent medical, dental, hospitalization, life and disability
insurance plans, programs and/or arrangements as in effect for the Executive
immediately prior to the Termination Date until the earlier of:  (A) the eighteen (18) month anniversary
following the date of the Executive’s Termination Date, and (B) the date
the Executive receives substantially equivalent coverage under the plans,
programs and/or arrangements of a subsequent employer;


(v)           the Executive shall be entitled to
receive executive level career transition assistance services provided by a
career transition assistance firm selected by the Executive and paid for by the
Companies in an amount not to exceed ten percent (10%) of the Executive’s then
existing Base Salary.  The Executive
shall not be eligible to receive cash in lieu of executive level career
transition assistance services.


(d)           If during the Employment Period, a
Change of Control occurs and the Employment Period is terminated by the
Companies for any reason other than Cause or Disability or by the Executive for
Good Reason within two (2) years from the date of such Change of Control, then:


(i)            the Executive shall be entitled to
receive from the Company the Executive’s Accrued Benefits in accordance with
Section 5(a);



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(ii)           the Executive shall be entitled to a
lump-sum payment in an amount equal to two (2) times the Executive’s then
existing Base Salary, to be paid within thirty (30) days following the
Termination Date;


(iii)          the Executive shall be entitled to a
lump-sum payment in an amount equal to two (2) times the Executive’s
target incentive compensation award for the calendar year during which the
Termination Date occurs, to be paid within thirty (30) days following the
Termination Date;


(iv)          the Executive shall be entitled to a
lump-sum payment to be paid within thirty (30) days following the
Termination Date in an amount equal to the pro-rata target incentive
compensation award for the calendar year during which the Termination Date
occurs.  Such pro-rata target
incentive compensation award shall be determined by multiplying the target
incentive compensation award amount by a fraction, the numerator of which is
the number of days in the calendar year of the Termination Date elapsed prior
to the Termination Date and the denominator of which is three hundred and sixty-five
(365).


(v)           the Executive shall continue to be
covered, upon the same terms and conditions described in Section 4(e) hereof,
by the same or equivalent medical, dental, hospitalization, life and disability
insurance plans, programs and/or arrangements as in effect for the Executive
immediately prior to the Change of Control until the earlier of:  (A) the second anniversary following the
date of the Executive’s Termination Date, and (B) the date the Executive
receives substantially equivalent coverage under the plans, programs and/or
arrangements of a subsequent employer;


(vi)          the Executive shall receive two (2)
additional years of credit for purposes of age, benefit service and vesting
under the Company’s defined benefit retirement plan, such additional benefits
to be calculated on the basis of Executive’s annual compensation as of the
Termination Date;


(vii)         if the Executive’s outstanding stock
options have not by then fully vested pursuant to the terms of the Companies’
applicable stock option plan(s) and applicable option agreement(s), then to the
extent permitted in the Companies’ applicable stock option plan(s) and as
provided in the applicable stock option agreement(s), the Executive shall
continue to vest in the Executive’s unvested stock options following the
Termination Date;


(viii)        the Executive shall be entitled to
receive executive level career transition assistance services provided by a
career transition assistance firm selected by the Executive and paid for by the
Companies in an amount not to exceed ten percent (10%) of the Executive’s then
existing Base Salary.  The Executive
shall not be eligible to receive cash in lieu of executive level career
transition assistance services; and


(ix)           the Executive shall be entitled to be
reimbursed by the Companies on an as incurred basis for the Executive’s
reasonable attorneys’ fees, costs and expenses incurred in conjunction with any
dispute regarding Section 5(d).



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(e)           Any amounts payable pursuant to
Sections 5(c) and 5(d) above shall be considered severance payments and, except
for the Executive’s vested benefits under the Companies’ employee benefit plans
(other than severance plans), shall be in full and complete satisfaction of the
obligations of the Companies to the Executive in connection with the
termination of the Executive’s employment. 
The Company shall deliver a W-2 Form to the Executive reflecting such
payments.


(f)            If the Employment Period is
terminated as a result of the Executive’s death, Disability or retirement, as defined
in the Companies’ Board-approved retirement plan or policy, as in effect
from time to time (“Retirement”),
then the Executive shall be entitled to (i) the Executive’s Accrued
Benefits in accordance with Section 5(a), (ii) any benefits that may be payable
to the Executive under any applicable Board-approved disability, life
insurance or retirement plan or policy in accordance with the terms of such
plan or policy, and (iii) a lump sum payment to be paid within thirty (30)
days following the Termination Date in an amount equal to the pro-rata
target incentive compensation award for the calendar year during which the
Termination Date occurs by reason of the Executive’s death, Disability or
Retirement.  Such pro-rata target
incentive compensation award shall be determined by multiplying the target
incentive compensation award amount by a fraction, the numerator of which is
the number of days in the calendar year of the Termination Date elapsed prior
to the Termination Date and the denominator of which is three hundred and sixty-five
(365).


(g)           Notwithstanding anything else
contained herein, if the Executive terminates her employment for any reason
other than Good Reason, Disability or Retirement or the Companies terminate the
Executive’s employment for Cause, all of the Executive’s rights to payment from
the Companies (including pursuant to any plan or policy of the Companies) shall
terminate immediately, except the right to payment for Accrued Benefits in
respect of periods prior to such termination.


(h)           Notwithstanding anything to the
contrary contained in this Section 5, the Executive shall be required to
execute the Companies’ then current standard release agreement as a condition
to receiving any of the payments and benefits provided for in Sections 5(c) and
(d), excluding the Accrued Benefits in accordance with Section 5(a).  It is acknowledged and agreed that the then
current standard release agreement shall not diminish or terminate the
Executive’s rights under this Agreement or the Indemnification Agreement.


(i)            In the event of a termination of the
Executive’s employment entitling the Executive to benefits under Section 5(c)
above, the Executive shall use reasonable efforts to obtain employment suitable
to her education, training and experience, and, upon obtaining any such other
employment shall promptly notify the Companies thereof.  The remaining obligation of the Companies
under Section 5(c) shall be offset by any compensation earned by the Executive
from such other employment during the eighteen-month period commencing on
her Termination Date.  Except as set
forth in the first sentence of this Section 5(i) and subject to the Executive’s
affirmative obligations pursuant to Section 6, the Executive shall be under no
obligation to seek other employment or otherwise mitigate the obligations of
the Companies under this Agreement.



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(j)            If it shall be determined that any
payment or distribution of any type to or in respect of the Executive made
directly or indirectly, by the Companies or by any other party in connection
with a Change of Control, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is or will be subject to
the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended (the “Code”), or any
interest or penalties with respect to such excise tax (such excise tax,
together with any such interest and penalties, are collectively referred to as
the “Excise Tax”), then the
Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such
that after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes) imposed upon the Gross-Up
Payment, the Executive retains an amount of the Gross-Up Payment equal to
the Excise Tax imposed upon the Total Payments.


(i)            All computations and determinations
relevant to Section 5(j) and this subsection 5(j)(i) shall be made by a
national accounting firm selected and reimbursed by the Companies from among
the ten (10) largest accounting firms in the United States as determined by
gross revenues (the “Accounting Firm”),
subject to the Executive’s consent (not to be unreasonably withheld), which
firm may be the Companies’ accountants. 
Such determinations shall include whether any of the Total Payments are “parachute
payments” (within the meaning of Section 280G of the Code).  In making the initial determination hereunder
as to whether a Gross-Up Payment is required, the Accounting Firm shall
determine that no Gross-Up Payment is required if the Accounting Firm is able
to conclude that no “Change of Control” has occurred (within the meaning of
Section 280G of the Code).  If the
Accounting Firm determines that a Gross-Up Payment is required, the
Accounting Firm shall provide its determination (the “Determination”), together with detailed
supporting calculations regarding the amount of any Gross-Up Payment and
any other relevant matter both to the Companies and the Executive by no later
than thirty (30) days following the Termination Date, if applicable, or such
earlier time as is requested by the Companies or the Executive (if the
Executive reasonably believes that any of the Total Payments may be subject to
the Excise Tax).  If the Accounting Firm
determines that no Excise Tax is payable by the Executive, it shall furnish the
Executive and the Companies with a written statement that such Accounting Firm
has concluded that no Excise Tax is payable (including the reasons therefor)
and that the Executive has substantial authority not to report any Excise Tax
on Executive’s federal income tax return.


(ii)           If a Gross-Up Payment is
determined to be payable, it shall be paid to the Executive within twenty (20)
days after the Determination (and all accompanying calculations and other
material supporting the Determination) is delivered to the Companies by the
Accounting Firm.  Any determination by
the Accounting Firm shall be binding upon the Companies and the Executive,
absent manifest error.


(iii)          As a result of uncertainty in the
application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments not made by the Companies should have been made (“Underpayment”), or that Gross-Up
Payments will have been made by the Companies which should not have been made (“Overpayment”).  In either such event, the 



 10
 









Accounting Firm shall
determine the amount of the Underpayment or Overpayment that has occurred.  In the case of an Underpayment, the amount of
such Underpayment (together with an amount which after payment of all taxes
thereon is equal to any interest and penalties payable by the Executive as a
result of such Underpayment) shall be promptly paid by the Companies to or for
the benefit of the Executive.


(iv)          In the case of an Overpayment, the
Executive shall, at the direction and expense of the Companies, take such steps
as are reasonably necessary (including the filing of returns and claims for
refund), follow reasonable instructions from, and procedures established by,
the Companies, and otherwise reasonably cooperate with the Companies to correct
such Overpayment, provided, however, that the Executive shall not in any event
be obligated to return to the Companies an amount greater than the portion of
the Overpayment that Executive has retained after payment of all taxes thereon
or has recovered as a refund from the applicable taxing authorities.


(v)           The Executive shall notify the
Companies in writing of any claim by the Internal Revenue Service relating to
the possible application of the Excise Tax under Section 4999 of the Code to
any of the payments and amounts referred to herein and shall afford the
Companies, at their expense, the opportunity to control the defense of such
claim (for the sake of clarity, if the Internal Revenue Service is successful
in any such claim or the Executive reaches a final settlement with the Internal
Revenue Service with respect to such claim (after having afforded the
Companies, at their expense, the opportunity to control the defense of such
claim), the amount of the Excise Tax resulting from such successful claim or
settlement shall be determinative as to whether or not there has been an
Underpayment or an Overpayment for purposes of subsection 5(j)(iii).


(vi)          Without limiting the intent of this
Section 5(j) to make the Executive whole, on an after-tax basis, from the
application of the Excise Taxes, all determinations by the Accounting Firm
shall be made with a view to minimizing the application of Sections 280G and
4999 of the Code of any of the Total Payments, subject, however, to the
following:  the Accounting Firm shall
make its determination on the basis of “substantial authority” (within the
meaning of Section 6230 of the Code) and shall provide opinions to that effect
to both the Companies and the Executive upon the request of either of them.


(k)           Notwithstanding anything in the
foregoing to the contrary, any amounts payable under this Section 5 shall be
paid (or begin to be paid) in whole or in part on the later of (i) the date
specified in the applicable subsection or (ii) the first date on which such
amount can be paid (or begin to be paid) without the imposition on the
Executive of the additional tax under IRC 409A.


SECTION 6.              Further
Obligations of the Executive.


(a)           (1)           During
and following the Executive’s employment by the Companies, the Executive shall
not, directly or indirectly, disclose, disseminate, make available or use any
confidential information or proprietary data of the Companies or any of their
Subsidiaries, except as reasonably necessary or appropriate for the Executive
to perform the 



 11
 









Executive’s duties for
the Companies, or as authorized in writing by the Board or as required by any
court or administrative agency (and then only after prompt notice to the
Companies to permit the Companies to seek a protective order).


(2)           For purposes of this Agreement, “confidential information or proprietary data”
means information and data prepared, compiled, or acquired by or for the
Executive during or in connection with the Executive’s employment by the
Companies (including, without limitation, information belonging to or provided
in confidence by any Customer, Supplier, trading partner or other Person to
which the Executive had access by reason of Executive’s employment with the
Companies) which is not generally known to the public or which could be
harmful  to the Companies or their
Subsidiaries if disclosed to Persons outside of the Companies.  Such confidential information or proprietary
data may exist in any form, tangible or intangible, or media (including any
information technology-related or electronic media) and includes, but is
not limited to, the following information of or relating to the Companies or
any of their Subsidiaries, Customers or Suppliers:


(ii)           Business, financial and strategic
information, such as sales and earnings information and trends, material,
overhead and other costs, profit margins, accounting information, banking and
financing information, pricing policies, capital expenditure/investment plans
and budgets, forecasts, strategies, plans and prospects.


(iii)          Organizational and operational
information, such as personnel and salary data, information concerning the
utilization or capabilities of personnel, facilities or equipment, logistics
management techniques, methodologies and systems, methods of operation data and
facilities plans.


(iv)          Advertising, marketing and sales
information, such as marketing and advertising data, plans, programs,
techniques, strategies, results and budgets, pricing and volume strategies,
catalog, licensing or other agreements or arrangements, and market research and
forecasts and marketing and sales training and development courses, aids,
techniques, instruction and materials.


(v)           Product and merchandising
information, such as information concerning offered or proposed products or
services and the sourcing of the same, product or services specifications,
data, drawings, designs, performance characteristics, features, capabilities
and plans and development and delivery schedules.


(vi)          Information about existing or
prospective Customers or Suppliers, such as Customer and Supplier lists and
contact information, Customer preference data, purchasing habits, authority
levels and business methodologies, sales history, pricing and rebate levels,
credit information and contracts.


(vii)         Technical information, such as
information regarding plant and equipment organization, performance and design,
information technology and logistics systems and related designs, integration,
capabilities, performance and plans, computer 



 12
 









hardware and software,
research and development objectives, budgets and results, intellectual property
applications, and other design and performance data.


(b)           All records, files, documents and
materials, in whatever form and media, relating to the Companies’ or any of
their Subsidiaries’ business (including, but not limited to, those containing
or reflecting any confidential information or proprietary data) which the
Executive prepares, uses, or comes into contact with, including the originals
and all copies thereof and extracts and derivatives therefrom, shall be and
remain the sole property of the Companies or their Subsidiaries.  Upon termination of the Executive’s
Employment Period for any reason, the Executive shall immediately return all
such records, files, documents, materials and other property of the Companies
and their Subsidiaries in the Executive’s possession, custody or control, in
good condition, to the Companies.


(c)           The Companies maintain, and Executive
acknowledges and agrees, the Companies have and will entrust Executive with
proprietary information, strategies, knowledge, customer relationships and know-how
which would be detrimental to the Companies’ interest in protecting
relationships with Customers and/or Suppliers if Executive were to provide
services or otherwise participate in the operation of a competitor of the
Companies.  Therefore, during
(i) the Executive’s employment by the Companies and (ii) the eighteen
(18) month period following the end of the Executive’s Employment Period, the
Executive shall not in any capacity (whether as an owner, employee, consultant
or otherwise) at any time perform, manage, supervise, or be responsible or
accountable for anyone else who is performing services -- which are
the same as, substantially similar or related to the services the Executive is
providing, or during the last two years of the Executive’s employment by the
Companies has provided, for the Companies or their Subsidiaries --
for, or on behalf of, any other Person who or which is (1) a wholesaler of
office products, including traditional office products, computer consumable
products, office furniture, janitorial and/or sanitation products, food service
paper/non-food products, audio/visual and business machines or such other
products whether or not related to the foregoing provided by the Companies or
their Subsidiaries during the last twelve (12) months of the Executive’s
Employment Period, (2) a provider of services the same as or substantially
similar to those provided by the Companies or their Subsidiaries during the
last twelve (12) months of the Executive’s Employment Period, or
(3) engaged in a line of business other than described in (1) or (2)
hereinabove which is the same or substantially similar to the lines of business
engaged in by the Companies or their Subsidiaries, or to any line of business
which to the Executive’s knowledge is under active consideration or planning by
the Companies and their Subsidiaries, during the last twelve (12) months of the
Executive’s Employment Period.


(d)           (1)           During
(i) the Executive’s employment by the Companies and (ii) the eighteen
(18) month period following the end of the Executive’s Employment Period, the
Executive shall not at any time, directly or indirectly, solicit any Customer
for or on behalf of any Person other than the Companies or any of their
Subsidiaries with respect to the purchase of (A) office products,
including traditional office products, computer consumable products, office
furniture, janitorial and/or sanitation products, food service paper/non-food
products, audio/visual and business machines, or such other products whether or
not related to the foregoing provided by the Companies or their Subsidiaries to
such Customer during the last twelve (12) months of the Executive’s Employment
Period, (B) services the same as or substantially similar to those
provided by the Companies or their Subsidiaries to such Customer 



 13
 









during the last twelve
(12) months of the Executive’s Employment Period or (C) products or
services from a line of business other than as described in (A) or (B) herein
which are the same or substantially similar to the products and services
provided to such Customer from a line of business engaged in by the Companies
or their Subsidiaries during the last twelve (12) months of the Executive’s
Employment Period.  Without limiting the
foregoing, (i) during the Executive’s employment by the Companies and
(ii) insofar as the Executive may be employed by, or acting for or on
behalf of, a Supplier at any time within the eighteen (18) month period
following the end of the Executive’s Employment Period, the Executive shall not
at any time, directly or indirectly, solicit any Customer to switch the
purchase of the products or services described hereinabove from the Companies
or their Subsidiaries to Supplier.


(2)           For purposes of this Agreement, a “Customer” is any Person who or which has
ordered or purchased by or from the Companies or any of their Subsidiaries
(A) office products, including traditional office products, computer consumable
products, office furniture, janitorial and/or sanitation products, food service
paper/non-food products, audio/visual and business machines or such other
products whether or not related to the foregoing, (B) services provided by
or from the Companies or any of their Subsidiaries or (C) products or
services from a line of business other than as described in (A) or (B) herein
which are the same or substantially similar to the products and services from a
line of business engaged in by the Companies or their Subsidiaries during the
last twelve (12) months of the Executive’s Employment Period.  For purposes of this Agreement, a “Supplier” is any Person who or which has
furnished to the Companies or their Subsidiaries for resale (A) office
products, including traditional office products, computer consumable products,
office furniture, janitorial and/or sanitation products, food service paper/non-food
products, audio/visual and business machines or such other products whether or
nor related to the foregoing (B) services provided by or from the
Companies or any of their Subsidiaries or (C) products or services from a
line of business other than as described in (A) or (B) herein which are the
same or substantially similar to the products and services from a line of
business engaged in by the Companies or their Subsidiaries during the last
twelve (12) months of the Executive’s Employment Period.


(e)           During the Executive’s employment by
the Companies and during the twenty-four (24) month period following the
end of the Executive’s Employment Period, the Executive shall not at any time,
directly or indirectly, induce or solicit any employee of the Companies or any
of their Subsidiaries for the purpose of causing such employee to terminate his
or her employment with the Companies or such Subsidiary.


(f)            Following the end of the Executive’s
Employment Period, the Executive shall not, directly or indirectly, make or
cause to be made (and shall prohibit the officers, directors, employees, agents
and representatives of any Person controlled by Executive not to make or cause
to be made) any disparaging, derogatory, misleading or false statement, whether
orally or in writing, to any Person, including members of the investment
community, press, and customers, competitors and advisors to the Companies,
about the Companies, their respective parents, Subsidiaries or Affiliates,
their respective officers or members of their boards of directors, or the
business strategy or plans, policies, practices or operations of the Companies,
or of their respective parents, Subsidiaries or Affiliates.



 14
 









(g)           If any court determines that any
portion of this Section 6 is invalid or unenforceable, the remainder of this
Section 6 shall not thereby be affected and shall be given full effect without
regard to the invalid provision.  If any
court construes any of the provisions of Section 6(c), 6(d), 6(e) or 6(f)
above, or any part thereof, to be unreasonable because of the duration or scope
of such provision, such court shall have the power to reduce the duration or
scope of such provision and to enforce such provision as so reduced.


(h)           During the Executive’s Employment
Period and during the eighteen (18) month period following the end of Executive’s
Employment Period, the Executive agrees that, prior to accepting employment
with a Customer or Supplier of the Companies, the Executive will give notice to
the Chief Executive Officer of the Companies. 
The Companies reserve the right to make such Customer or Supplier aware
of the Executive’s obligations under Section 6 of this Agreement.


(i)            During the Executive’s employment by
the Companies and during the twenty-four (24) month period following the end of
Executive’s Employment Period, the Executive shall furnish a copy of this
Section 6 in its entirety to any prospective employer prior to accepting
employment with such prospective employer.


(j)            The Executive hereby acknowledges
and agrees that damages will not be an adequate remedy for the Executive’s
breach of any provision of this Section 6, and further agrees that the
Companies shall be entitled to obtain appropriate injunctive and/or other
equitable relief for any such breach, without the posting of any bond or other
security, in addition to all other legal remedies to which the Companies may be
entitled.


SECTION 7.              Successors.  The Companies may assign their rights under
this Agreement to any successor to all or substantially all the assets of the
Companies, by merger or otherwise, and may assign or encumber this Agreement
and its rights hereunder as security for indebtedness of the Companies.  Any such assignment by the Companies shall
remain subject to the Executive’s rights under Section 5 hereof.  The rights of the Executive under this
Agreement may not be assigned or encumbered by the Executive, voluntarily or
involuntarily, during the Executive’s lifetime, and any such purported
assignment shall be void ab initio.  Notwithstanding the foregoing, all rights of
the Executive under this Agreement shall inure to the benefit of and be
enforceable by the Executive’s personal or legal representatives, estates,
executors, administrators, heirs and beneficiaries.  All amounts payable to the Executive
hereunder shall be paid, in the event of the Executive’s death, to the
Executive’s estate, heirs or representatives.


SECTION 8.              Third
Parties.  Except for the
rights granted to the Companies and their Subsidiaries pursuant hereto
(including, without limitation, pursuant to Section 6 hereof) and except as
expressly set forth or referred to herein, nothing herein expressed or implied
is intended or shall be construed to confer upon or give any person other than
the parties hereto and their successors and permitted assigns any rights or
remedies under or by reason of this Agreement.


SECTION 9.              Enforcement.  The provisions of this Agreement shall be
regarded as divisible and, if any of said provisions or any part or application
thereof is declared invalid or 



 15
 









unenforceable by a court
of competent jurisdiction, the same shall not affect the other provisions
hereof, other parts or applications thereof or the whole of this Agreement, but
such provision shall be deemed modified to the extent necessary to render such
provision enforceable, and the rights and obligations of the parties shall be
construed and enforced accordingly, preserving to the fullest permissible
extent the intent and agreements of the parties herein set forth.


SECTION 10.            Amendment.  This Agreement may not be amended or modified
at any time except by a written instrument approved by the Board, and executed
by the Companies and the Executive; provided, however, that any
attempted amendment or modification without such approval and execution shall
be null and void ab initio
and of no effect.


SECTION 11.            Payment and Withholding.  The Company shall be responsible as employer
for payment of all cash compensation and severance payments provided herein and
Holding shall cause the Company to make such payments.  The Executive shall not be entitled to
receive any additional compensation from either of the Companies for any
services the Executive provides to Holding or the Companies’ Subsidiaries.  The Company shall be entitled to withhold
from any amounts to be paid to the Executive hereunder any federal, state,
local, or foreign withholding or other taxes or charges which it is from time
to time required to withhold.  The
Company shall be entitled to rely on an opinion of counsel if any question as
to the amount or requirement of any such withholding shall arise.  The Company will reimburse Executive for her
reasonable legal fees and expenses incurred in connection with the negotiation
and preparation of this Agreement.


SECTION 12.            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 Illinois, without regard to principles of conflicts of law of Illinois
or any other jurisdiction.


SECTION 13.            Notice.  Notices given pursuant to this Agreement
shall be in writing and shall be deemed given when received and, if mailed,
shall be mailed by United States registered or certified mail, return receipt
requested, addressee only, postage prepaid:


If to the Companies:


United Stationers
Inc.


United Stationers
Supply Co.


One Parkway North
Blvd.


Suite 100


Deerfield,
Illinois  60015-2559


Attention: 
General Counsel


If to the Executive:


Victoria Reich


(at her last address on file with the Company)


With a required copy to:



 16
 









Vedder, Price,
Kaufman & Kammholz, P.C.


222 North LaSalle
Street


Suite 2600


Chicago, IL  60601


Attention: 
William J. Bettman, Esq.


or
to such other address as the party to be notified shall have given to the other
in accordance with the notice provisions set forth in this Section 13.


SECTION 14.            No Waiver.  No waiver by either party at any time of any
breach by the other party of, or compliance with, any condition or provision of
this Agreement to be performed by the other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at any time.


SECTION 15.            Headings.  The headings contained herein are for
reference only and shall not affect the meaning or interpretation of any
provision of this Agreement.


SECTION 16.            Indemnification.  The provisions set forth in the
Indemnification Agreement appended hereto as Attachment A are hereby
incorporated into this Agreement and made a part hereof.  The parties shall execute the Indemnification
Agreement contemporaneously with the execution of this Agreement.


SECTION 17.            Execution in Counterparts.  This Agreement, including the Indemnification
Agreement, may be executed in any number of counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.


SECTION 18.            Arbitration.  Any dispute, controversy or question arising
under, out of, or relating to this Agreement (or the breach thereof), or, the
Executive’s employment with the Companies or termination thereof, shall be
referred for arbitration in Chicago, Illinois to a neutral arbitrator selected
by the Executive and the Companies (or if the parties are unable to agree on
selection of such an arbitrator, one selected by the American Arbitration
Association pursuant to its rules referred to below) and this shall be the
exclusive and sole means for resolving such dispute.  Such arbitration shall be conducted in
accordance with the National Rules for Resolution of Employment Disputes of the
American Arbitration Association.  Except
as provided in Section 5(d)(ix) above, the arbitrator shall have the discretion
to award reasonable attorneys’ fees, costs and expenses to the prevailing
party.  Judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof.  Nothing in this Section 18 shall be construed
so as to deny the Companies the right and power to seek and obtain injunctive
relief in a court of equity for any breach or threatened breach by the
Executive of any of the Executive’s covenants in Section 6 hereof.  Moreover, this Section 18 and Section 12
hereof shall not be applicable to any dispute, controversy or question arising
under, out of, or relating to the Indemnification Agreement.


SECTION 19.            Survival.  Notwithstanding the stated Term of this
Agreement, the provisions of this Agreement necessary to carry out the
intention of the parties as expressed herein, including without limitation
those in Sections 5, 6, 7, 16 and 18, shall survive the termination or
expiration of this Agreement.



 17
 









SECTION 20.            Construction.  The parties acknowledge that this Agreement
is the result of arm’s-length negotiations between sophisticated parties
each afforded representation by legal counsel. 
Each and every provision of this Agreement shall be construed as though
both parties participated equally in the drafting of same, and any rule of construction
that a document shall be construed against the drafting party shall not be
applicable to this Agreement.


SECTION 21.            Free to Contract.  The Executive represents and warrants to the
Companies that the Executive is able freely to accept employment by the
Companies as described in this Agreement and that there are no existing
agreements, arrangements or understandings, written or oral, that would prevent
the Executive from entering into this Agreement, would prevent or restrict the
Executive in any way from rendering services to the Companies as provided
herein during the Employment Period or would be breached by the future
performance by the Executive of the Executive’s duties and responsibilities
hereunder.


SECTION 22.            Entire Agreement.  This Agreement, including Appendix A,
Appendix B, the Indemnification Agreement and any other written
undertakings by the Executive referred to herein, supersedes all other
agreements, arrangements or understandings (whether written or oral) between
the Companies and the Executive with respect to the subject matter of this
Agreement and the Executive’s employment relationship with the Companies and
any of their Subsidiaries, and this Agreement contains the sole and entire
agreement among the parties hereto with respect to the subject matter hereof.


*              *              *



 18
 









IN WITNESS WHEREOF,
the parties have executed this Agreement in one or more counterparts, each of
which shall be deemed one and the same instrument, as of the day and year first
written above.


	
  EXECUTED ON:

  	
  UNITED STATIONERS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard W. Gochnauer

  
	
  June 11, 2007

  	
   

  	
  Name: 

  	
  Richard W. Gochnauer

  
	
   

  	
  Title: 

  	
  President and Chief Executive

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  ON:

  	
  UNITED STATIONERS SUPPLY CO.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard W. Gochnauer

  
	
  June 11, 2007

  	
   

  	
  Name: 

  	
  Richard W. Gochnauer

  
	
   

  	
  Title: 

  	
  President and Chief Executive

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  ON:

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  /s/ Victoria J.
  Reich

  
	
  June 11, 2007

  	
   

  	
  Victoria J.
  Reich

  
						



 



 19














 


ATTACHMENT
1











APPENDIX
A


Short-Term
Incentive Plan, Long-Term Incentive Plan,

and Signing Bonus


I.              Short-Term Incentive Plan


As a key member of the management team, Executive will
participate in the Company’s Management Incentive Plan (MIP), which will provide
Executive with the opportunity to earn a cash award after year-end if a set of
predetermined goals are achieved, with a possible payout of up to 200% of
Executive’s target incentive award. 
Executive’s target MIP award for 2007 will be 60% of Executive’s annual
base salary and Executive’s payout will be pro-rated to reflect the number of
days worked in calendar year 2007.


II.            Long-Term Incentive Plan


Executive will participate in the Company’s Long-Term
Incentive Plan (LTIP) at an economic value target percent of 120% of base
salary effective with the 2007 annual LTIP grant (currently anticipated to be
made on September 1, 2007).


III.           Signing Bonus


Executive will receive 50,000 non-qualified stock
options as a signing bonus (the “Initial
Options”).  The Initial
Options have a ten-year life and vest over a three-year period with
one-third of the Initial Options becoming exercisable each year.  The strike price for the Initial Options will
be the closing price on the date of the next Human Resources Committee meeting
following the date hereof.  In addition,
Executive will receive 7,500 shares of restricted stock (the “Initial Restricted Stock”), all of which
will vest upon the third anniversary of the date hereof, subject to the terms
and conditions set forth in the United Stationers Inc. 2004 Long-term Incentive
Plan Restricted Stock Award Agreement. 
Notwithstanding anything to the contrary contained herein or in any plan
or award agreement related to the Initial Options or Initial Restricted Stock
(collectively, the “Signing Bonus Equity”),
all Signing Bonus Equity which are not then vested shall vest in full upon the
Companies’ termination of Executive’s employment without Cause or upon the
Executive’s termination of employment for Good Reason.  The award agreements for the Signing Bonus
Equity shall reflect the foregoing.











APPENDIX
B


Current Benefits
and Perquisites


Other Benefits


The Company will reimburse Executive’s allowable
medical care expenses after all other Company or non-Company insurance policies
and medical plans, covering the participant, have paid benefits.  Reimbursement limits are based on grade
level.  Executive’s limit is $30,000 per
year.


Executive will receive not less than 4 weeks (20 days)
of paid vacation per year.


Executive is eligible for a yearly perquisite
allowance of $20,000 per year paid in equal bi-monthly installments.  This allowance is in lieu of the Company
offering individual perquisite programs.


In addition, Executive is eligible for the following
general benefits:


Health Care Coverage


The Company offers comprehensive Group Medical and
Group Dental plans for eligible associates and their dependents.  If elected, coverage begins on the first day
after thirty (30) days of continuous employment.


The Open Access Plus, OAP (similar to a PPO), and the Network Plan, HMO, are the two healthcare plans offered
at most locations through CIGNA Healthcare. 
Prescription Drugs and Dental coverage is also offered to all
associates.  Coverage may be elected for
Executive or for Executive and eligible dependents.  Associates who participate in these plans
will share in the premium costs by payroll deductions.


Vision Care Program


This program provides discounts on comprehensive
vision care benefits including examinations, lenses and frames.  Associates who participate in this program
will pay the premium costs by payroll deduction.  The minimum participation commitment is two
(2) years.  The plan administrator is
Vision Service Plan (VSP) of California.


Retiree Medical Program


Upon retirement with the Company, Executive may be
eligible to participate in the Medical Insurance Program for Retirees, provided
you meet the requirements of the program.


Short-Term
Disability (STD)


The Company-provided short-term disability program
covers exempt associates who have completed thirty (30) or more days of
continuous service.  Disabled or ill
associates receive full pay for the first month of disability and then 60% of
base salary for up to four (4) additional 











months.  This
coverage begins after five (5) days of continuous disability or illness and is
provided by the Company at no cost to the associate.  As they are needed, occasional sick days are
paid under the short-term disability provision at full pay.


Long-Term
Disability (LTD)


Coverage under the Company’s long-term disability
program becomes effective after five (5) months of total disability.  This program provides a monthly income equal
to 60% of base salary at the time disability was determined, less any additional
benefits payable, such as payments made under the Social Security Act.  The maximum monthly benefit payable under the
program is $15,000 for Officers.


The Company provides this benefit at no cost to the
associate.  Benefits paid, as a result of
a disability, are considered to be taxable income.  The program also allows the option to pay the
premium through after-tax payroll deductions.


Life Insurance and
Accidental Death and Dismemberment (AD&D) Insurance


The Company provides life insurance equal to two and
one half times (21⁄2) annual salary rounded to the nearest whole thousand to a
maximum of $1.2 million for Officers. 
The Company also provides AD&D coverage equal to the amount of life
insurance.


In addition, eligible dependents are also covered
under the life insurance program according to the following schedule:




	
  Spouse

  	
  $4,000

  
	
  Dependent
  Children

  	
  $200 from 14 days, but less than 6 months

  
	
   

  	
  $1,000 over 6 months of age

  






 


Life insurance, AD&D coverage and dependent life
insurance are provided at no cost to the associate.


Supplemental Term Life
Insurance


The Company provides associates the opportunity to
purchase additional term life insurance for themselves and eligible
dependents.  Evidence of Insurability
(EOI) may be required to qualify for this program.


Supplemental Accidental
Death and Dismemberment (AD&D) Insurance


The Company provides associates the opportunity to
purchase additional AD&D insurance for themselves and eligible dependents.


Travel and Accident
Insurance


The Company provides travel and accident insurance in
the amount of $300,000 for Officers. 
This benefit is provided at no cost to the associate.











Employee Assistance
Program (EAP)


The EAP provides associates and their immediate family
members with confidential counseling and referral services.


Flexible Spending Account
(FSA)


This plan allows eligible associates to direct pre-tax
income into two different savings accounts, an un-reimbursed medical account or
a dependent care account.  The pre-tax
income may be used to pay for expenses that are not covered by the medical plan
or costs associated with dependant care.


Pension Plan


The Company offers a pension plan to United Stationers’
non-union associates who are at least 21 years of age and who have completed
one (1) year of continuous service.  A
normal retirement pension is equal to 1% of annual compensation for each year
of credited service to a maximum of 40 years of service subject to IRS
restrictions.  Benefits in this plan do
not vest until five (5) full years of service have been completed.  Normal retirement age is 65 in this
plan.  Early retirement benefits may be
available if the associate is 55 and has completed ten (10) years of service at
the time of his or her retirement or termination.  The Company pays the entire cost of this
benefit.  In addition to participation in
the qualified pension plan, Executive will be provided five (5) years of
additional age and service credits (to be provided on a nonqualified basis) for
purposes of computing Executive’s pension benefit.  Such additional benefits will be calculated
on the basis of Executive’s annual compensation as of the date hereof and,
notwithstanding section 4(h) hereof, shall not be subject to change.


401(k) Savings Plan


The United Stationers 401(k) Savings Plan (the “Plan”) allows Executive the opportunity to
make pre-tax and after-tax payroll contributions upon meeting the 30 day
eligibility period.  Effective
January 1, 2006, the Plan will automatically enroll all newly hired associates
in the 401(k) Plan at a contribution rate of 3%.  Unless otherwise changed, the contribution
will be defaulted to a Company designated Fund.


Executive will have the opportunity to “opt out” of
enrollment in the Plan within 45 days of Executive’s eligibility date.


The main highlights (subject to certain Plan and IRS
restrictions) of the 401(k) Plan include:


·                                          Before-tax
associate contributions - up to 25% of salary


·                                          After-tax
associate contributions - up to 10% of salary


·                                          Catch-up
contributions for those 50 yrs or older - up to 75% of salary


·                                          The
Company matches 50% of the first 6% of an associate’s before-tax contribution











Deferred Compensation
Plan


A participant may elect to defer any portion of future
compensation (base salary and/or bonus) to a Fidelity Investment deferred account.  Full details can be found in the Summary Plan
Document.  The available investment funds
for allocations of deferrals are the same as the 401(k) Plan.


Tuition Reimbursement


The Company will provide financial assistance to
associates, who have completed service requirements, taking educational courses
or seeking professional certification to improve their ability to carry out
their responsibilities within the Company.


Associate Purchase
Program


Associates may purchase at Company cost any regularly
stocked item that the Company carries, provided the item is for their personal
use or for that of their immediate family. 
Associate purchases for resale to any person outside the immediate
family are prohibited.  Non-stocked items
cannot be purchased through the Company. 
All purchases will be paid for by automatic payroll deduction or
personal check as permitted by law.