EXHIBIT 10.34
"UNITED STATIONERS. SUPPLY CO." [logo]
[LETTERHEAD] A SUBSIDIARY OF UNITED STATIONERS INC.
May 10, 2001
Ms. Xxxxx Xxxxxxx Xxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
RE: EMPLOYMENT TERMINATION AND GENERAL RELEASE
Dear Xxxxx:
This letter confirms the termination of your employment with United
Stationers and its affiliates ("Company"). This letter, if signed by you, also
provides an Agreement for the final and complete resolution of all matters,
whether now known or unknown, arising out of your employment, and termination of
employment, with the Company.
Your employment will terminate with the Company effective JULY 31, 2001
WHICH DATE MAY BE EXTENDED IN MY SOLE DISCRETION TO A DATE NOT LATER THAN
OCTOBER 30, 2001 (EXTENDED TO 8/31/01) ("Termination"). After your successor has
been retained, you will resign as General Xxxxxxx and Secretary and assist your
successor in his or her transition.
Subject to continuing satisfaction of the terms and conditions of this
Agreement by you and the Company and subject to the condition that you do not
revoke any portion of this Agreement, you will receive the following severance
benefits:
1. One (1) year of base salary paid to you in equal monthly installments
over the one (1) year period commencing at your Termination;
2. Payment of an amount equal to your target 2000 bonus in equal monthly
installments over the same time period;
3. The payment of a retainer equal to 50% of your base salary or $107,500
for a six month period commencing on JANUARY 1, 2002 in exchange for
payment of this retainer, the Company, at its sole discretion, will
have the right to use your legal services on a consulting basis for a
total of three (3) days/month (eighteen (18) days in total) during the
aforementioned six (6) month period. Failure to fulfill this
obligation due to your scheduling will not be considered a breach of
this
May 10, 2001
Page -2-
agreement but will only serve to reduce the payment set forth on this
paragraph 3 by a prorated amount.
The Company agrees to pay your COBRA premiums for an eighteen-month period
commencing at Termination. Thereafter, the Company agrees to REIMBURSE you for
comparable health insurance for a further one (1) year period, unless you obtain
employment during that one (1) year period, where you are eligible for health
insurance.
The Company agrees to provide you with continued use of your Company car until
the expiration of the current lease in September 2001 on the condition that you
be solely responsible for the insurance thereon and provide satisfactory
evidence of such insurance.
You will be entitled to the services of an outplacement firm suitable for your
position. IF YOU DO NOT USE THE COMPANY'S OUTPLACEMENT FIRM AND CHOOSE AN
ALTERNATIVE FACILITY THAT PROVIDES PLACEMENT, THE COMPANY WILL PAY ONE HALF OF
THE AMOUNT IT OTHERWISE WOULD HAVE PAID.
You acknowledge that the severance benefits provided above are in lieu of and
exceed the benefits to which you are entitled under the letter of agreement of
July 22, 1998 between the Company and you ("Letter Agreement") and that these
extra benefits are provided by the Company in exchange for your signing this
Agreement.
The Company may terminate its payment of severance benefits to you under
this Agreement if you fail in a material way to comply with any of your
obligations under this Agreement.
After your termination date, you will also be compensated for any unused
vacation (earned during this calendar year), as well as accrued vacation (from
prior years).
You may elect in accordance with a federal statute (COBRA), to continue
your medical and dental benefits under the program for up to eighteen (18)
months following your Termination. Certain welfare programs may be converted to
individual policies per conversion policies in place at the time of your
Termination. Information on COBRA and other conversion privileges will be sent
to you upon Termination.
Your active participation in the Company's benefit plans and programs will
continue until your Termination date. Your vested accrued benefits, if any, will
be distributed in accordance with the provisions of those benefit plans.
May 10, 2001
Page -3-
In exchange for the severance benefits provided under this Agreement, on
the date of Termination, you will enter into a release as follows: you waive and
release your right to file or participate individually or as a class member in
any claims or lawsuits (whether or not you now know of the basis for the claims
or lawsuits) in federal or state agencies or courts against the Company and its
employee benefit plans, including their present and former directors, officers,
employees, agents and fiduciaries, unless such waiver agreement is otherwise
prohibited by law or governmental regulation. This waiver and release includes,
but is not limited to, all claims of unlawful discrimination in regard to age,
race, sex, color, religion, national origin or handicap under Title VII of the
Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Older
Workers Benefit Protection Act, The Civil Rights Act of 1991, or any other
federal, state, or local statutes, all claims for wrongful employment
termination or breach of contract and any other claims relating to your
employment or the termination of employment with the Company. This waiver and
release also applies to your heirs, assigns, executors and administrators, and
shall inure to the benefit of any successor or assign of the Company, or any of
its businesses. This waiver and release does not prevent you from filing a claim
or lawsuit against the Company or its employee benefits plan solely for the
purpose of collecting the benefits referred to in this Agreement or any other
right that you may have that cannot be waived as a matter of law or governmental
regulation.
As of the date of Termination, the Company generally releases and
forever discharges you from any and all claims, demands, liabilities, suits,
damages, losses, expenses, attorney's fees, obligations or causes of action
known and unknown of any and every nature whatsoever, and whether or not accrued
or matured which it may have arising out of or relating to any transaction,
dealing relationship, conduct, act or omission, or any other matters or things
occurring or existing at any time prior to the Termination, including but not
limited to your employment by the Company or otherwise relating to the
termination of such employment or services; PROVIDED, HOWEVER, that such general
release will not limit or release the Company's rights under this agreement or
in connection with any activity by you that constitutes fraud or criminal
conduct.
You and the Company mutually agree: (a) not to intentionally disparage the
other or the Company's employees or products; (b) not to intentionally engage in
actions contrary to the interests of the other, and (c) not to disclose or allow
disclosure of any provisions of this Agreement. You agree not to compete against
the Company for one (1) year from the effective date of this Agreement; and to
return to the Company, effective immediately or as mutually agreed, all Company
property, including proprietary information.
May 10, 2001
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You agree that you will not, except with the Company's prior written
consent, use or disclose any confidential information, which shall mean all
information proprietary to the Company that is not publicly known and which was
disclosed to you or developed by you while employed with the Company. This
includes but is not limited to the following types of information about the
Company:
1. marketing programs and studies business strategies
2. finances, commissions, pricing including pricing programs
3. the identity, needs purchase and payment patterns, special credit
and/or pricing terms, and special relationships with customers and
prospects
4. the identity, and prices and credit terms of and special relationships
with suppliers
5. all business records, documents, drawings, writings, software,
databases, programs and other tangible things which were or are
created or received by or for the Company in furtherance of its
business,
6. any other information that you have been told or reasonable ought to
know are regarded by the Company as confidential.
All amounts payable to you or on your behalf under this Agreement will be
reported to appropriate governmental agencies as taxable income to the extent
required, and appropriate withholding will be made where necessary. In addition,
all amounts payable to you under this Agreement are expressed as amounts prior
to payment or withholding of any taxes, and the Company will not gross-up the
amounts or otherwise reimburse you for the taxes you pay relating to such
amounts.
You acknowledge that no promises have been made which are not included in
this Agreement, and that this Agreement contains the entire understanding
between you and the Company. You acknowledge that the terms of this Agreement
are contractually binding. If any portion of this Agreement is declared invalid
or unenforceable, the remaining portions of this Agreement will continue in
force.
You acknowledge that you have carefully read the terms of this Agreement
and that you know and understand its content and meaning.
You are specifically advised to consult with an attorney prior to executing
this Agreement.
May 10, 2001
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You have twenty-one calendar days from today within which to consider this
Agreement before executing it. If you agree to the terms of this Agreement,
please sign two copies, and return one of them to me. You have a full seven
calendar days following your execution of this Agreement to revoke this
Agreement and have been and hereby are advised in writing that this Agreement
shall not become effective or enforceable until the revocation period has
expired. You may, of course, sign and return this Agreement before the
completion of the twenty-one day period. If I have not received a fully signed
copy of this Agreement by the end of business on May 30, 2001, I will assume you
have rejected this Agreement.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
May 10, 2001
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ACCEPTED AND AGREED BY EMPLOYEE:
/s/ Xxxxx Xxxxxxx-Xxxxx 6.1.01
(Signature) (Date)
ACCEPTED AND AGREED ON BEHALF OF THE COMPANY:
/s/ X. X. Xxxxxxxxx June 11, 2001
(Signature) (Date)
