UNITED STATIONERS INC.
MANAGEMENT EQUITY PLAN
AMENDMENT TO STOCK OPTION AGREEMENT
This amendment ("Amendment") to the Stock Option Agreement (as defined
below) is made and entered into as of the 1st day of June, 1997, between United
Stationers Inc., a Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxx
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company and the Optionee entered into a stock option letter
agreement dated January 31, 1992, as amended on March 30, 1995 and on September
29, 1995 (the "Stock Option Agreement");
WHEREAS, under the Stock Option Agreement, the Company granted the Optionee
an option to purchase 33,558.28 shares (as adjusted) of the Company's common
stock, $.10 par value, ("Common Stock") and an option to purchase up to an
additional 12,476.28 shares (as adjusted) of Common Stock (subject to certain
conditions) under the United Stationers Inc. Management Equity Plan (the "Plan")
at an exercise price of $1.45 per share (as adjusted) in accordance with the
terms of the Stock Option Agreement (the "Option");
WHEREAS, the Company, United Stationers Supply Co. and the Optionee made
and entered into an employment agreement as of June 1, 1997 (the "Employment
Agreement"); and
WHEREAS, in connection with the Employment Agreement, the Company and the
Optionee have agreed to amend the Stock Option Agreement to reflect the
provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows and effective as of the date first written above, the Stock Option
Agreement is hereby amended as follows:
1. Section 3 is hereby amended in its entirety to read as follows:
3. TERMINATION OF EMPLOYMENT. Upon termination of employment:
(a) If termination for good cause, as defined in the Plan, all
unexercised Options will immediately terminate; notwithstanding
the preceding clause and as provided in Section 6(g) of the Plan,
during the period that the employment agreement by and among you,
the Company, and United Stationers Supply Co. made and entered
into as
of June 1, 1997 (the "Employment Agreement") is in effect, the
definition of good cause under this Section 3(a) shall be the same
definition as the definition of Cause under the Employment Agreement.
(b) If termination is the result of voluntary termination,
death, permanent disability, retirement, or at the election of
the Company, before the Event, the nonvested shares will
terminate as provided in Section 2(d) above. Notwithstanding the
preceding sentence and as provided in Section 6(g) of the Plan,
during the period that the Employment Agreement is in effect, if
your employment is terminated pursuant to Section 11(d), 11(e) or
11(f) of the Employment Agreement, or if you voluntarily
terminate your employment without Good Reason (as defined in the
Employment Agreement), other than a termination of your
employment due to death or Disability (as defined in the
Employment Agreement), during the period beginning on the 180th
day following the date of a Change in Control of Supply (as
defined in the Employment Agreement) and ending on the 3rd
anniversary of the date of such Change in Control of Supply, the
Option will terminate at the earlier of (i) the end of the
Section 11(d) Severance Period or the Section 11(e) Severance
Period (each as defined in the Employment Agreement), as
applicable, or (ii) upon expiration of the Option as provided in
Section 2(d) above.
2. Section 5 of the Stock Option Agreement is hereby deleted in its
entirety.
3. Section 8 of the Stock Option Agreement is hereby amended by adding a
new Section 8(c) to read as follows:
(c) The Company intends that all shares received by you upon the
exercise of the Option shall be subject to an effective Form S-8
under the Securities Act.
4. All other terms and conditions of the Stock Option Agreement shall
remain in full force and effect.
5. This Amendment may be executed in separate counterparts, and when so
executed such counterparts shall constitute one instrument.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the Company and the Optionee have caused this Amendment
to be made and executed as of the date first written above.
UNITED STATIONERS INC.:
By: /s/Xxxxxxxxx X. Xxxx, Xx.
---------------------------------------
Xxxxxxxxx X. Xxxx, Xx.
Chairman of the Board
/s/Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx
3
UNITED STATIONERS INC.
MANAGEMENT EQUITY PLAN
AMENDMENT TO STOCK OPTION AGREEMENT
This amendment ("Amendment") to the Stock Option Agreement (as defined
below) is made and entered into as of the 1st day of June, 1997, between United
Stationers Inc., a Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxx
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company and the Optionee entered into a stock option letter
agreement dated October 2, 1995 (the "Stock Option Agreement");
WHEREAS, under the Stock Option Agreement, the Company granted the Optionee
an option to purchase 15,000 shares (as adjusted) of the Company's common stock,
$.10 par value, under the United Stationers Inc. Management Equity Plan (the
"Plan") at an exercise price of $5.12 per share (as adjusted) in accordance with
the terms of the Stock Option Agreement (the "Option");
WHEREAS, the Option was subject to the approval by the Company's
stockholders of amendments to the Plan and such amendments have been approved by
the Company's stockholders;
WHEREAS, the Company, United Stationers Supply Co. and the Optionee made
and entered into an employment agreement as of June 1, 1997 (the "Employment
Agreement"); and
WHEREAS, in connection with the Employment Agreement, the Company and the
Optionee have agreed to amend the Stock Option Agreement to reflect the
provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows and effective as of the date first written above, the Stock Option
Agreement is hereby amended as follows:
1. Paragraph (5)(a) is hereby amended by adding a new clause after the
first clause of paragraph (5)(a) to read as follows:
notwithstanding the preceding clause and as provided in Section
6(g) of the Plan, during the period that the employment agreement
by and among you, the Company, and United Stationers Supply Co.
made and entered into as of June 1, 1997 (the "Employment
Agreement") is in effect, the definition of good cause under this
Paragraph (5)(a) shall be the same definition as the definition
of Cause under the Employment Agreement.
2. Paragraph (5)(d) is hereby amended by adding a new sentence after the
first sentence of paragraph (5)(d) to read as follows:
Notwithstanding the preceding sentence and as provided in Section
6(g) of the Plan, during the period that the Employment Agreement
is in effect, if your employment is terminated pursuant to
Section 11(d), 11(e) or 11(f) of the Employment Agreement, or if
you voluntarily terminate your employment without Good Reason (as
defined in the Employment Agreement), other than a termination of
your employment due to death or Disability (as defined in the
Employment Agreement), during the period beginning on the 180th
day following the date of a Change in Control of Supply (as
defined in the Employment Agreement) and ending on the 3rd
anniversary of the date of such Change in Control of Supply, the
option will terminate at the earlier of (i) the end of the
Section 11(d) Severance Period (as defined in the Employment
Agreement) or the Section 11(e) Severance Period (as defined in
the Employment Agreement), as applicable, or (ii) upon expiration
of this option as provided in paragraph (4) above.
3. Paragraph (13) of the Stock Option Agreement is hereby amended by
adding a new paragraph 13(f) to read as follows:
(f) The Company intends that all shares received by you upon the
exercise of the option shall be subject to an effective Form S-8
under the Securities Act of 1933, as amended.
4. All other terms and conditions of the Stock Option Agreement shall
remain in full force and effect.
5. This Amendment may be executed in separate counterparts, and when so
executed such counterparts shall constitute one instrument.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the Company and the Optionee have caused this Amendment
to be made and executed as of the date first written above.
UNITED STATIONERS INC.:
By: /s/Xxxxxxxxx X. Xxxx, Xx.
---------------------------------------
Xxxxxxxxx X. Xxxx, Xx.
Chairman of the Board
/s/Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx
3
UNITED STATIONERS INC.
MANAGEMENT EQUITY PLAN
AMENDMENT TO STOCK OPTION AGREEMENT
This amendment ("Amendment") to the Stock Option Agreement (as defined
below) is made and entered into as of the 1st day of June, 1997, between United
Stationers Inc., a Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxx
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company and the Optionee entered into a stock option letter
agreement dated October 2, 1995 (the "Stock Option Agreement");
WHEREAS, under the Stock Option Agreement, the Company granted the Optionee
an option to purchase 105,000 shares (as adjusted) of the Company's common
stock, $.10 par value, under the United Stationers Inc. Management Equity Plan
(the "Plan") at an exercise price of $12.50 per share (as adjusted) subject to
increase by $.625 per share (as adjusted) on April 1, 1996 and on the first day
of each calendar quarter thereafter in accordance with the terms of the Stock
Option Agreement (the "Option");
WHEREAS, the Option was subject to the approval by the Company's
stockholders of amendments to the Plan and such amendments have been approved by
the Company's stockholders;
WHEREAS, the Company, United Stationers Supply Co. and the Optionee made
and entered into an employment agreement as of June 1, 1997 (the "Employment
Agreement"); and
WHEREAS, in connection with the Employment Agreement, the Company and the
Optionee have agreed to amend the Stock Option Agreement to reflect the
provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows and effective as of the date first written above, the Stock Option
Agreement is hereby amended as follows:
1. Paragraph (5)(a) is hereby amended by adding a new clause after the
first clause of paragraph (5)(a) to read as follows:
notwithstanding the preceding clause and as provided in Section
6(g) of the Plan, during the period that the employment agreement
by and among you, the Company, and United Stationers Supply Co.
made and entered into as of June 1, 1997 (the "Employment
Agreement") is in effect, the definition of good cause under this
Paragraph (5)(a)
shall be the same definition as the definition of Cause under the
Employment Agreement.
2. Paragraph (5)(d) is hereby amended by adding a new sentence after the
first sentence of paragraph (5)(d) to read as follows:
Notwithstanding the preceding sentence and as provided in Section
6(g) of the Plan, during the period that the Employment Agreement
is in effect, if your employment is terminated pursuant to
Section 11(d), 11(e) or 11(f) of the Employment Agreement, or if
you voluntarily terminate your employment without Good Reason (as
defined in the Employment Agreement), other than a termination of
your employment due to death or Disability (as defined in the
Employment Agreement), during the period beginning on the 180th
day following the date of a Change in Control of Supply (as
defined in the Employment Agreement) and ending on the 3rd
anniversary of the date of such Change in Control of Supply, the
option will terminate at the earlier of (i) the end of the
Section 11(d) Severance Period (as defined in the Employment
Agreement) or the Section 11(e) Severance Period (as defined in
the Employment Agreement), as applicable, or (ii) upon expiration
of this option as provided in paragraph (4) above.
3. Paragraph (13) of the Stock Option Agreement is hereby amended by
adding a new paragraph 13(f) to read as follows:
(f) The Company intends that all shares received by you upon the
exercise of the option shall be subject to an effective Form S-8
under the Securities Act of 1933, as amended.
4. All other terms and conditions of the Stock Option Agreement shall
remain in full force and effect.
5. This Amendment may be executed in separate counterparts, and when so
executed such counterparts shall constitute one instrument.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the Company and the Optionee have caused this Amendment
to be made and executed as of the date first written above.
UNITED STATIONERS INC.:
By: /s/Xxxxxxxxx X. Xxxx, Xx.
---------------------------------------
Xxxxxxxxx X. Xxxx, Xx.
Chairman of the Board
/s/Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx
3
UNITED STATIONERS INC.
MANAGEMENT EQUITY PLAN
AMENDMENT TO STOCK OPTION AGREEMENT
This amendment ("Amendment") to the Stock Option Agreement (as defined
below) is made and entered into as of the 1st day of June, 1997, between United
Stationers Inc., a Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxx
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company and the Optionee entered into a stock option letter
agreement dated January 31, 1996 (the "Stock Option Agreement");
WHEREAS, under the Stock Option Agreement, the Company granted the Optionee
an option to purchase 50,000 shares of the Company's common stock, $.10 par
value, under the United Stationers Inc. Management Equity Plan (the "Plan") at
an exercise price of $1.45 per share in accordance with the terms of the Stock
Option Agreement (the "Option");
WHEREAS, the Option was subject to the approval by the Company's
stockholders of amendments to the Plan and such amendments have been approved by
the Company's stockholders;
WHEREAS, the Company, United Stationers Supply Co. and the Optionee made
and entered into an employment agreement as of June 1, 1997 (the "Employment
Agreement"); and
WHEREAS, in connection with the Employment Agreement, the Company and the
Optionee have agreed to amend the Stock Option Agreement to reflect the
provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows and effective as of the date first written above, the Stock Option
Agreement is hereby amended as follows:
1. Paragraph (3)(c) is hereby amended by replacing the first sentence of
paragraph (3)(c) with the following sentence to read as follows:
Notwithstanding the provisions of paragraphs (3)(a) and (3)(b)
above, on the occurrence of a transaction or group of
transactions (an "Event") that cause the Sponsor Holders (as
defined below) to realize a return of Liquid Proceeds (as defined
below) at least equal to their Common Stock Investment (as
defined below), 100 percent of the 50,000 Option Shares under the
Option shall become Vested Shares without further action by the
Board of Directors (other than as described in this paragraph
(3)(c) below), and you may exercise the Option to purchase some
or all of the Option Shares (but not for fractional shares) at
any time or times after the occurrence of an Event.
2. Paragraph (3)(c) is hereby amended by adding the words "timely and
promptly" after the word "shall" in the last sentence of paragraph (3)(c).
3. Paragraph (4)(a) is hereby amended by adding a new clause after the
first clause of paragraph (4)(a) to read as follows:
notwithstanding the preceding clause and as provided in Section
6(g) of the Plan, during the period that the employment agreement
by and among you, the Company, and United Stationers Supply Co.
made and entered into as of June 1, 1997 (the "Employment
Agreement") is in effect, the definition of good cause under this
Section 3(a) shall be the same definition as the definition of
Cause under the Employment Agreement.
4. Paragraph (4)(b) is hereby amended by replacing the phrase "as
provided in paragraph (4) above" with the phrase "as provided in paragraph (3)
above".
5. Paragraph (4)(b) is hereby amended by adding a new sentence after the
first sentence of paragraph (4)(b) to read as follows:
Notwithstanding the preceding sentence and as provided in Section
6(g) of the Plan, during the period that the Employment Agreement
is in effect, if your employment is terminated pursuant to
Section 11(d), 11(e) or 11(f) of the Employment Agreement, or if
you voluntarily terminate your employment without Good Reason (as
defined in the Employment Agreement), other than a termination of
your employment due to death or Disability (as defined in the
Employment Agreement), during the period beginning on the 180th
day following the date of a Change in Control of Supply (as
defined in the Employment Agreement) and ending on the 3rd
anniversary of the date of such Change in Control of Supply, the
Option will terminate at the earlier of (i) the end of the
Section 11(d) Severance Period or the Section 11(e) Severance
Period (each as defined in the Employment Agreement), as
applicable, or (ii) upon expiration of the Option as provided in
paragraph (3)(d) above.
6. Paragraph (6) of the Stock Option Agreement is hereby deleted in its
entirety.
7. Paragraph (11) of the Stock Option Agreement is hereby amended by
adding a new paragraph (11)(f) to read as follows:
(f) The Company intends that all shares received by you upon the
exercise of the Option shall be subject to an effective Form S-8
under the Securities Act of 1933, as amended.
8. All other terms and conditions of the Stock Option Agreement shall
remain in full force and effect.
9. This Amendment may be executed in separate counterparts, and when so
executed such counterparts shall constitute one instrument.
2
IN WITNESS WHEREOF, the Company and the Optionee have caused this Amendment
to be made and executed as of the date first written above.
UNITED STATIONERS INC.:
By: /s/Xxxxxxxxx X. Xxxx, Xx.
---------------------------------------
Xxxxxxxxx X. Xxxx, Xx.
Chairman of the Board
/s/Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx
3
UNITED STATIONERS INC.
MANAGEMENT EQUITY PLAN
AMENDMENT TO STOCK OPTION AGREEMENT
This amendment ("Amendment") to the Stock Option Agreement (as defined
below) is made and entered into as of the 1st day of June, 1997, between United
Stationers Inc., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxxx
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company and the Optionee entered into a stock option letter
agreement dated November 20, 1992, as amended on March 30, 1995 and on September
29, 1995 (the "Stock Option Agreement");
WHEREAS, under the Stock Option Agreement, the Company granted the Optionee
an option to purchase 32,750.9 shares (as adjusted) of the Company's common
stock, $.10 par value, ("Common Stock") and an option to purchase up to an
additional 6,405.8 shares (as adjusted) of Common Stock (subject to certain
conditions) under the United Stationers Inc. Management Equity Plan (the "Plan")
at an exercise price of $1.45 per share (as adjusted) in accordance with the
terms of the Stock Option Agreement (the "Option");
WHEREAS, the Company, United Stationers Supply Co. and the Optionee made
and entered into an employment agreement as of June 1, 1997 (the "Employment
Agreement"); and
WHEREAS, in connection with the Employment Agreement, the Company and the
Optionee have agreed to amend the Stock Option Agreement to reflect the
provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows and effective as of the date first written above, the Stock Option
Agreement is hereby amended as follows:
1. Section 3 is hereby amended in its entirety to read as follows:
3. TERMINATION OF EMPLOYMENT. Upon termination of employment:
(a) If termination for good cause, as defined in the Plan, all
unexercised Options will immediately terminate; notwithstanding
the preceding clause and as provided in Section 6(g) of the Plan,
during the period that the employment agreement by and among you,
the Company, and United Stationers Supply Co. made and entered
into as
of June 1, 1997 (the "Employment Agreement") is in effect, the
definition of good cause under this Section 3(a) shall be the same
definition as the definition of Cause under the Employment Agreement.
(b) If termination is the result of voluntary termination,
death, permanent disability, retirement, or at the election of
the Company, before the Event, the nonvested shares will
terminate as provided in Section 2(d) above. Notwithstanding the
preceding sentence and as provided in Section 6(g) of the Plan,
during the period that the Employment Agreement is in effect, if
your employment is terminated pursuant to Section 11(d), 11(e) or
11(f) of the Employment Agreement, or if you voluntarily
terminate your employment without Good Reason (as defined in the
Employment Agreement), other than a termination of your
employment due to death or Disability (as defined in the
Employment Agreement), during the period beginning on the 180th
day following the date of a Change in Control of Supply (as
defined in the Employment Agreement) and ending on the 3rd
anniversary of the date of such Change in Control of Supply, the
Option will terminate at the earlier of (i) the end of the
Section 11(d) Severance Period or the Section 11(e) Severance
Period (each as defined in the Employment Agreement), as
applicable, or (ii) upon expiration of the Option as provided in
Section 2(d) above.
2. Section 5 of the Stock Option Agreement is hereby deleted in its
entirety.
3. Section 8 of the Stock Option Agreement is hereby amended by adding a
new Section 8(c) to read as follows:
(c) The Company intends that all shares received by you upon the
exercise of the Option shall be subject to an effective Form S-8
under the Securities Act.
4. All other terms and conditions of the Stock Option Agreement shall
remain in full force and effect.
5. This Amendment may be executed in separate counterparts, and when so
executed such counterparts shall constitute one instrument.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the Company and the Optionee have caused this Amendment
to be made and executed as of the date first written above.
UNITED STATIONERS INC.:
By: /s/Xxxxxxxxx X. Xxxx, Xx.
---------------------------------------
Xxxxxxxxx X. Xxxx, Xx.
Chairman of the Board
/s/Xxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxx
3
UNITED STATIONERS INC.
MANAGEMENT EQUITY PLAN
AMENDMENT TO STOCK OPTION AGREEMENT
This amendment ("Amendment") to the Stock Option Agreement (as defined
below) is made and entered into as of the 1st day of June, 1997, between United
Stationers Inc., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxxx
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company and the Optionee entered into a stock option letter
agreement dated October 2, 1995 (the "Stock Option Agreement");
WHEREAS, under the Stock Option Agreement, the Company granted the Optionee
an option to purchase 15,000 shares (as adjusted) of the Company's common stock,
$.10 par value, under the United Stationers Inc. Management Equity Plan (the
"Plan") at an exercise price of $5.12 per share (as adjusted) in accordance with
the terms of the Stock Option Agreement (the "Option");
WHEREAS, the Option was subject to the approval by the Company's
stockholders of amendments to the Plan and such amendments have been approved by
the Company's stockholders;
WHEREAS, the Company, United Stationers Supply Co. and the Optionee made
and entered into an employment agreement as of June 1, 1997 (the "Employment
Agreement"); and
WHEREAS, in connection with the Employment Agreement, the Company and the
Optionee have agreed to amend the Stock Option Agreement to reflect the
provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows and effective as of the date first written above, the Stock Option
Agreement is hereby amended as follows:
1. Paragraph (5)(a) is hereby amended by adding a new clause after the
first clause of paragraph (5)(a) to read as follows:
notwithstanding the preceding clause and as provided in Section
6(g) of the Plan, during the period that the employment agreement
by and among you, the Company, and United Stationers Supply Co.
made and entered into as of June 1, 1997 (the "Employment
Agreement") is in effect, the definition of good cause under this
Paragraph (5)(a) shall be the same definition as the definition
of Cause under the Employment Agreement.
2. Paragraph (5)(d) is hereby amended by adding a new sentence after the
first sentence of paragraph (5)(d) to read as follows:
Notwithstanding the preceding sentence and as provided in Section
6(g) of the Plan, during the period that the Employment Agreement
is in effect, if your employment is terminated pursuant to
Section 11(d), 11(e) or 11(f) of the Employment Agreement, or if
you voluntarily terminate your employment without Good Reason (as
defined in the Employment Agreement), other than a termination of
your employment due to death or Disability (as defined in the
Employment Agreement), during the period beginning on the 180th
day following the date of a Change in Control of Supply (as
defined in the Employment Agreement) and ending on the 3rd
anniversary of the date of such Change in Control of Supply, the
option will terminate at the earlier of (i) the end of the
Section 11(d) Severance Period (as defined in the Employment
Agreement) or the Section 11(e) Severance Period (as defined in
the Employment Agreement), as applicable, or (ii) upon expiration
of this option as provided in paragraph (4) above.
3. Paragraph (13) of the Stock Option Agreement is hereby amended by
adding a new paragraph 13(f) to read as follows:
(f) The Company intends that all shares received by you upon the
exercise of the option shall be subject to an effective Form S-8
under the Securities Act of 1933, as amended.
4. All other terms and conditions of the Stock Option Agreement shall
remain in full force and effect.
5. This Amendment may be executed in separate counterparts, and when so
executed such counterparts shall constitute one instrument.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the Company and the Optionee have caused this Amendment
to be made and executed as of the date first written above.
UNITED STATIONERS INC.:
By: /s/Xxxxxxxxx X. Xxxx, Xx.
---------------------------------------
Xxxxxxxxx X. Xxxx, Xx.
Chairman of the Board
/s/Xxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxx
3
UNITED STATIONERS INC.
MANAGEMENT EQUITY PLAN
AMENDMENT TO STOCK OPTION AGREEMENT
This amendment ("Amendment") to the Stock Option Agreement (as defined
below) is made and entered into as of the 1st day of June, 1997, between United
Stationers Inc., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxxx
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company and the Optionee entered into a stock option letter
agreement dated January 31, 1996 (the "Stock Option Agreement");
WHEREAS, under the Stock Option Agreement, the Company granted the Optionee
an option to purchase 51,343 shares of the Company's common stock, $.10 par
value, under the United Stationers Inc. Management Equity Plan (the "Plan") at
an exercise price of $1.45 per share in accordance with the terms of the Stock
Option Agreement (the "Option");
WHEREAS, the Option was subject to the approval by the Company's
stockholders of amendments to the Plan and such amendments have been approved by
the Company's stockholders;
WHEREAS, the Company, United Stationers Supply Co. and the Optionee made
and entered into an employment agreement as of June 1, 1997 (the "Employment
Agreement"); and
WHEREAS, in connection with the Employment Agreement, the Company and the
Optionee have agreed to amend the Stock Option Agreement to reflect the
provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows and effective as of the date first written above, the Stock Option
Agreement is hereby amended as follows:
1. Paragraph (3)(c) is hereby amended by replacing the first sentence of
paragraph (3)(c) with the following sentence to read as follows:
Notwithstanding the provisions of paragraphs (3)(a) and (3)(b)
above, on the occurrence of a transaction or group of
transactions (an "Event") that cause the Sponsor Holders (as
defined below) to realize a return of Liquid Proceeds (as defined
below) at least equal to their Common Stock Investment (as
defined below), 100 percent of the 51,343 Option Shares under the
Option shall become Vested Shares without further action by the
Board of Directors (other than as described in this paragraph
(3)(c) below), and you may exercise the Option to purchase some
or all of the Option Shares (but not for fractional shares) at
any time or times after the occurrence of an Event.
2. Paragraph (3)(c) is hereby amended by adding the words "timely and
promptly" after the word "shall" in the last sentence of paragraph (3)(c).
3. Paragraph (4)(a) is hereby amended by adding a new clause after the
first clause of paragraph (4)(a) to read as follows:
notwithstanding the preceding clause and as provided in Section
6(g) of the Plan, during the period that the employment agreement
by and among you, the Company, and United Stationers Supply Co.
made and entered into as of June 1, 1997 (the "Employment
Agreement") is in effect, the definition of good cause under this
Section 3(a) shall be the same definition as the definition of
Cause under the Employment Agreement.
4. Paragraph (4)(b) is hereby amended by replacing the phrase "as
provided in paragraph (4) above" with the phrase "as provided in paragraph (3)
above".
5. Paragraph (4)(b) is hereby amended by adding a new sentence after the
first sentence of paragraph (4)(b) to read as follows:
Notwithstanding the preceding sentence and as provided in Section
6(g) of the Plan, during the period that the Employment Agreement
is in effect, if your employment is terminated pursuant to
Section 11(d), 11(e) or 11(f) of the Employment Agreement, or if
you voluntarily terminate your employment without Good Reason (as
defined in the Employment Agreement), other than a termination of
your employment due to death or Disability (as defined in the
Employment Agreement), during the period beginning on the 180th
day following the date of a Change in Control of Supply (as
defined in the Employment Agreement) and ending on the 3rd
anniversary of the date of such Change in Control of Supply, the
Option will terminate at the earlier of (i) the end of the
Section 11(d) Severance Period or the Section 11(e) Severance
Period (each as defined in the Employment Agreement), as
applicable, or (ii) upon expiration of the Option as provided in
paragraph (3)(d) above.
6. Paragraph (6) of the Stock Option Agreement is hereby deleted in its
entirety.
7. Paragraph (11) of the Stock Option Agreement is hereby amended by
adding a new paragraph (11)(f) to read as follows:
(f) The Company intends that all shares received by you upon the
exercise of the Option shall be subject to an effective Form S-8
under the Securities Act of 1933, as amended.
8. All other terms and conditions of the Stock Option Agreement shall
remain in full force and effect.
9. This Amendment may be executed in separate counterparts, and when so
executed such counterparts shall constitute one instrument.
2
IN WITNESS WHEREOF, the Company and the Optionee have caused this Amendment
to be made and executed as of the date first written above.
UNITED STATIONERS INC.:
By: /s/Xxxxxxxxx X. Xxxx, Xx.
---------------------------------------
Xxxxxxxxx X. Xxxx, Xx.
Chairman of the Board
/s/Xxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxx
3
UNITED STATIONERS INC.
MANAGEMENT EQUITY PLAN
AMENDMENT TO STOCK OPTION AGREEMENT
This amendment ("Amendment") to the Stock Option Agreement (as defined
below) is made and entered into as of the 1st day of June, 1997, between United
Stationers Inc., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxxx
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company and the Optionee entered into a stock option letter
agreement dated October 2, 1995 (the "Stock Option Agreement");
WHEREAS, under the Stock Option Agreement, the Company granted the Optionee
an option to purchase 105,000 shares (as adjusted) of the Company's common
stock, $.10 par value, under the United Stationers Inc. Management Equity Plan
(the "Plan") at an exercise price of $12.50 per share (as adjusted) subject to
increase by $.625 per share (as adjusted) on April 1, 1996 and on the first day
of each calendar quarter thereafter in accordance with the terms of the Stock
Option Agreement (the "Option");
WHEREAS, the Option was subject to the approval by the Company's
stockholders of amendments to the Plan and such amendments have been approved by
the Company's stockholders;
WHEREAS, the Company, United Stationers Supply Co. and the Optionee made
and entered into an employment agreement as of June 1, 1997 (the "Employment
Agreement"); and
WHEREAS, in connection with the Employment Agreement, the Company and the
Optionee have agreed to amend the Stock Option Agreement to reflect the
provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows and effective as of the date first written above, the Stock Option
Agreement is hereby amended as follows:
1. Paragraph (5)(a) is hereby amended by adding a new clause after the
first clause of paragraph (5)(a) to read as follows:
notwithstanding the preceding clause and as provided in Section
6(g) of the Plan, during the period that the employment agreement
by and among you, the Company, and United Stationers Supply Co.
made and entered into as of June 1, 1997 (the "Employment
Agreement") is in effect, the definition of good cause under this
Paragraph (5)(a)
shall be the same definition as the definition of Cause under the
Employment Agreement.
2. Paragraph (5)(d) is hereby amended by adding a new sentence after the
first sentence of paragraph (5)(d) to read as follows:
Notwithstanding the preceding sentence and as provided in Section
6(g) of the Plan, during the period that the Employment Agreement
is in effect, if your employment is terminated pursuant to
Section 11(d), 11(e) or 11(f) of the Employment Agreement, or if
you voluntarily terminate your employment without Good Reason (as
defined in the Employment Agreement), other than a termination of
your employment due to death or Disability (as defined in the
Employment Agreement), during the period beginning on the 180th
day following the date of a Change in Control of Supply (as
defined in the Employment Agreement) and ending on the 3rd
anniversary of the date of such Change in Control of Supply, the
option will terminate at the earlier of (i) the end of the
Section 11(d) Severance Period (as defined in the Employment
Agreement) or the Section 11(e) Severance Period (as defined in
the Employment Agreement), as applicable, or (ii) upon expiration
of this option as provided in paragraph (4) above.
3. Paragraph (13) of the Stock Option Agreement is hereby amended by
adding a new paragraph 13(f) to read as follows:
(f) The Company intends that all shares received by you upon the
exercise of the option shall be subject to an effective Form S-8
under the Securities Act of 1933, as amended.
4. All other terms and conditions of the Stock Option Agreement shall
remain in full force and effect.
5. This Amendment may be executed in separate counterparts, and when so
executed such counterparts shall constitute one instrument.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the Company and the Optionee have caused this Amendment
to be made and executed as of the date first written above.
UNITED STATIONERS INC.:
By: /s/Xxxxxxxxx X. Xxxx, Xx.
---------------------------------------
Xxxxxxxxx X. Xxxx, Xx.
Chairman of the Board
/s/Xxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxx
3
UNITED STATIONERS INC.
MANAGEMENT EQUITY PLAN
AMENDMENT TO STOCK OPTION AGREEMENT
This amendment ("Amendment") to the Stock Option Agreement (as defined
below) is made and entered into as of the 1st day of June, 1997, between United
Stationers Inc., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxxx
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company and the Optionee entered into a stock option letter
agreement dated October 2, 1995 (the "Stock Option Agreement");
WHEREAS, under the Stock Option Agreement, the Company granted the Optionee
an option to purchase 15,000 shares (as adjusted) of the Company's common stock,
$.10 par value, under the United Stationers Inc. Management Equity Plan (the
"Plan") at an exercise price of $5.12 per share (as adjusted) in accordance with
the terms of the Stock Option Agreement (the "Option");
WHEREAS, the Option was subject to the approval by the Company's
stockholders of amendments to the Plan and such amendments have been approved by
the Company's stockholders;
WHEREAS, the Company, United Stationers Supply Co. and the Optionee made
and entered into an employment agreement as of June 1, 1997 (the "Employment
Agreement"); and
WHEREAS, in connection with the Employment Agreement, the Company and the
Optionee have agreed to amend the Stock Option Agreement to reflect the
provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows and effective as of the date first written above, the Stock Option
Agreement is hereby amended as follows:
1. Paragraph (5)(a) is hereby amended by adding a new clause after the
first clause of paragraph (5)(a) to read as follows:
notwithstanding the preceding clause and as provided in Section
6(g) of the Plan, during the period that the employment agreement
by and among you, the Company, and United Stationers Supply Co.
made and entered into as of June 1, 1997 (the "Employment
Agreement") is in effect, the definition of good cause under this
Paragraph (5)(a)
shall be the same definition as the definition of Cause under the
Employment Agreement.
2. Paragraph (5)(d) is hereby amended by adding a new sentence after the
first sentence of paragraph (5)(d) to read as follows:
Notwithstanding the preceding sentence and as provided in Section
6(g) of the Plan, during the period that the Employment Agreement
is in effect, if your employment is terminated pursuant to
Section 11(d), 11(e) or 11(f) of the Employment Agreement, or if
you voluntarily terminate your employment without Good Reason (as
defined in the Employment Agreement), other than a termination of
your employment due to death or Disability (as defined in the
Employment Agreement), during the period beginning on the 180th
day following the date of a Change in Control of Supply (as
defined in the Employment Agreement) and ending on the 3rd
anniversary of the date of such Change in Control of Supply, the
option will terminate at the earlier of (i) the end of the
Section 11(d) Severance Period (as defined in the Employment
Agreement) or the Section 11(e) Severance Period (as defined in
the Employment Agreement), as applicable, or (ii) upon expiration
of this option as provided in paragraph (4) above.
3. Paragraph (13) of the Stock Option Agreement is hereby amended by
adding a new paragraph 13(f) to read as follows:
(f) The Company intends that all shares received by you upon the
exercise of the option shall be subject to an effective Form S-8
under the Securities Act of 1933, as amended.
4. All other terms and conditions of the Stock Option Agreement shall
remain in full force and effect.
5. This Amendment may be executed in separate counterparts, and when so
executed such counterparts shall constitute one instrument.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the Company and the Optionee have caused this Amendment
to be made and executed as of the date first written above.
UNITED STATIONERS INC.:
By: /s/Xxxxxxxxx X. Xxxx, Xx.
---------------------------------------
Xxxxxxxxx X. Xxxx, Xx.
Chairman of the Board
/s/Xxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxx
3
UNITED STATIONERS INC.
MANAGEMENT EQUITY PLAN
AMENDMENT TO STOCK OPTION AGREEMENT
This amendment ("Amendment") to the Stock Option Agreement (as defined
below) is made and entered into as of the 1st day of June, 1997, between United
Stationers Inc., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxxx
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company and the Optionee entered into a stock option letter
agreement dated October 2, 1995 (the "Stock Option Agreement");
WHEREAS, under the Stock Option Agreement, the Company granted the Optionee
an option to purchase 105,000 shares (as adjusted) of the Company's common
stock, $.10 par value, under the United Stationers Inc. Management Equity Plan
(the "Plan") at an exercise price of $12.50 per share (as adjusted) subject to
increase by $.625 per share (as adjusted) on April 1, 1996 and on the first day
of each calendar quarter thereafter in accordance with the terms of the Stock
Option Agreement (the "Option");
WHEREAS, the Option was subject to the approval by the Company's
stockholders of amendments to the Plan and such amendments have been approved by
the Company's stockholders;
WHEREAS, the Company, United Stationers Supply Co. and the Optionee made
and entered into an employment agreement as of June 1, 1997 (the "Employment
Agreement"); and
WHEREAS, in connection with the Employment Agreement, the Company and the
Optionee have agreed to amend the Stock Option Agreement to reflect the
provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows and effective as of the date first written above, the Stock Option
Agreement is hereby amended as follows:
1. Paragraph (5)(a) is hereby amended by adding a new clause after the
first clause of paragraph (5)(a) to read as follows:
notwithstanding the preceding clause and as provided in Section
6(g) of the Plan, during the period that the employment agreement
by and among you, the Company, and United Stationers Supply Co.
made and entered into as of June 1, 1997 (the "Employment
Agreement") is in effect, the definition of good cause under this
Paragraph (5)(a) shall be the same definition as the definition
of Cause under the Employment Agreement.
2. Paragraph (5)(d) is hereby amended by adding a new sentence after the
first sentence of paragraph (5)(d) to read as follows:
Notwithstanding the preceding sentence and as provided in Section
6(g) of the Plan, during the period that the Employment Agreement
is in effect, if your employment is terminated pursuant to
Section 11(d), 11(e) or 11(f) of the Employment Agreement, or if
you voluntarily terminate your employment without Good Reason (as
defined in the Employment Agreement), other than a termination of
your employment due to death or Disability (as defined in the
Employment Agreement), during the period beginning on the 180th
day following the date of a Change in Control of Supply (as
defined in the Employment Agreement) and ending on the 3rd
anniversary of the date of such Change in Control of Supply, the
option will terminate at the earlier of (i) the end of the
Section 11(d) Severance Period (as defined in the Employment
Agreement) or the Section 11(e) Severance Period (as defined in
the Employment Agreement), as applicable, or (ii) upon expiration
of this option as provided in paragraph (4) above.
3. Paragraph (13) of the Stock Option Agreement is hereby amended by
adding a new paragraph 13(f) to read as follows:
(f) The Company intends that all shares received by you upon the
exercise of the option shall be subject to an effective Form S-8
under the Securities Act of 1933, as amended.
4. All other terms and conditions of the Stock Option Agreement shall
remain in full force and effect.
5. This Amendment may be executed in separate counterparts, and when so
executed such counterparts shall constitute one instrument.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the Company and the Optionee have caused this Amendment
to be made and executed as of the date first written above.
UNITED STATIONERS INC.:
By: /s/Xxxxxxxxx X. Xxxx, Xx.
---------------------------------------
Xxxxxxxxx X. Xxxx, Xx.
Chairman of the Board
/s/Xxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxx
3
