Exhibit 10.2
UNITED STATIONERS INC.
2004 LONG-TERM INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION GRANT
Dear
Victoria:
Effective as of Effective Date Indicated in
Resolution (the “Grant Date”), you have been granted
the stock option (the “Option”) described in this
letter (the “Letter”). The Option is granted by United
Stationers Inc. (the “Company”) pursuant to the
Company’s 2004 Long-Term Incentive Plan (the
“Plan”). Unless otherwise specified, capitalized terms
in this Letter have the respective meanings specified in the
Plan.
(1)
Grant . Subject to the terms of the Plan and this Letter,
the Option permits you to purchase from the Company 50,000 shares
of Stock of the Company (the “Covered Shares”) at
$66.17 per share. The number of shares and the price per share are
subject to adjustment as provided in the Plan. It is intended that
the Option shall not be treated as an incentive stock option (as
such term is defined in Section 422 of the Internal Revenue
Code of 1986, as amended).
(2)
Vesting . Subject to the limitations of this Letter, each
installment (the “Installment”) of Covered Shares
of the Option shall be vested and exercisable on and after the
vesting date (the “Vesting Date”) for such
Installment as described in the following schedule (but only if
your Date of Termination has not occurred before the Vesting Date
except as otherwise provided herein):
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INSTALLMENT
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VESTING DATE
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One-third of the Covered Shares
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One-year anniversary of Grant Date
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One-third of the Covered Shares
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Two-year anniversary of Grant Date
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One-third of the Covered Shares
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Three-year anniversary of Grant Date
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The Option may not be
exercised for fractional shares of Stock. If the number of shares
of Stock constituting an “Installment” in accordance
with the foregoing schedule (without regard to this
sentence) is not a whole number of shares, the Installment
shall be rounded down to the next lowest whole share, and the
number of shares of Stock subject to the next Installment shall
equal the sum of the number of shares determined in accordance with
the foregoing schedule plus the fractional share carried over from
the prior Installment. If this sum is not a whole number of shares
of Stock, the Installment shall be rounded down to the next lowest
whole share, and any fractional share shall be carried over to the
next Installment as described in the preceding sentence. In the
event of a Change of Control or an Anticipated Change of Control,
the Option shall become vested and exercisable prior to the dates
specified in the foregoing provisions of this Paragraph 2 to the
extent expressly provided in the Plan. In addition, in the event
that your Date of Termination occurs by reason of termination of
your employment by the Company or its Subsidiaries without Cause or
by you for Good Reason, the Covered Shares that have not otherwise
vested under this grant will be fully vested as of your Date of
Termination.
Subject to the two
preceding sentences, the Option may be exercised on or after your
Date of Termination only as to that portion of the Covered Shares
for which it was exercisable immediately prior to your Date of
Termination, or became exercisable upon your Date of
Termination.
(3)
Expiration of Option . The Option shall not be exercisable
after 5:00 p.m. Central Time on the last business day that
occurs on or prior to the Expiration Date. The “Expiration
Date” shall be the earliest to occur of:
(a)
the ten-year ann