Exhibit 10.33
AMENDMENT NO.2
TO
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2, dated as of December 31,2003 (hereinafter referred to
as this "Amendment"), to the Executive Employment Agreement, dated as of July
22, 2002 (as heretofore amended by Amendment No. 1 thereto, hereinafter referred
to as the "Agreement"), 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 XXXXXXX X. XXXXXXXXX (hereinafter referred to as
the "Executive"). Terms used in this Amendment but not defined herein shall have
the meanings given to them in the Agreement.
WHEREAS, the Companies and the Executive desire to amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. In order to eliminate an erroneous reference in Appendix B to the
Agreement to a nonqualified restoration plan, which was never adopted or
implemented by the Companies, as one of the "current employee benefit plans"
which would be available to the Executive pursuant to Section 4(h) of the
Agreement, the third paragraph under the first bullet ("Pension Plan") under the
first caption, "Retirement Benefits" on page one of Appendix B of the Agreement
is hereby deleted in its entirety.
2. The Executive and the Companies acknowledge and agree that neither the
execution of this Amendment nor the changes to the Agreement effected hereby
shall constitute Good Reason under the Agreement.
3. All provisions of the Agreement, as expressly amended and modified by
this Amendment, shall remain in full force and effect. After this Amendment
becomes effective, all references in the Agreement to "this Agreement",
"hereof", "herein" or words of similar effect referring to the Agreement shall
be deemed to be references to the Agreement as amended by Amendment No. 1
thereto and this Amendment. This Amendment shall not be deemed, either expressly
or impliedly, to waive, amend or supplement any provision of the Agreement other
than as set forth herein.
4. This Amendment shall become effective as of the date hereof. This
Amendment shall be subject to Board approval pursuant to Section 10 of the
Agreement, which approval may be subsequent to the date hereof but shall not
alter the effective date.
5. This Amendment 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.
6. This Amendment 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.
IN WITNESS WHEREOF, the parties have executed this Amendment 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.
UNITED STATIONERS INC.
By: /s/ Xxxxxxxxx X. Xxxx, Xx.
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Name: Xxxxxxxxx X. Xxxx, Xx.
Title: Chairman of the Board
UNITED STATIONERS SUPPLY CO.
By: /s/ Xxxxxx X. Gold
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Name: Xxxxxx X. Gold
Title: Senior Vice President, General Counsel & Secretary
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
