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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):

 

INSTALLMENT

 

VESTING DATE

One-third of the Covered Shares

 

One-year anniversary of Grant Date

One-third of the Covered Shares

 

Two-year anniversary of Grant Date

One-third of the Covered Shares

 

Three-year anniversary of Grant Date

 

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





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