Exhibit 10.33
The United Stationers Inc.
Nonemployee Directors’ Deferred
Stock Compensation Plan
ARTICLE I
INTRODUCTION
I.1
Establishment . United Stationers, Inc. (the
“Company”) hereby establishes the United Stationers
Inc. Nonemployee Directors’ Deferred Stock Compensation Plan
(the “Plan”) for those directors of the Company who are
not employees of the Company or any of its subsidiaries or
affiliates. The Plan allows Nonemployee Directors to defer the
receipt of cash compensation and to receive such deferred
compensation in the form of Shares of Common Stock of the
Company. It is intended that the provisions of the Plan
conform to the requirements of section 409A of the Code (as defined
below) and the Plan will be interpreted in all respects in
accordance with such requirements. Any references in the Plan
to section 409A of the Code include references to applicable
guidance issued thereunder.
I.2
Purpose . The Plan is intended to advance the
interests of the Company and its Stockholders by providing a means
to attract and retain qualified persons to serve as Nonemployee
Directors and to promote ownership by Nonemployee Directors of a
greater proprietary interest in the Company, thereby aligning such
Directors’ interests more closely with the interests of
Stockholders of the Company.
I.3
Effective Date . The Plan first became effective as
of the date on which the Plan was adopted by the Board of Directors
and was subsequently approved by a vote of the stockholders of the
Company at the next following Annual Meeting. This Plan is an
amendment and restatement as of January 1, 2009
(“Effective Date”).
ARTICLE II
DEFINITIONS
II.1
“Annual Meeting” means the Annual Meeting of
Stockholders of the Company.
II.2
“Board” means the Board of Directors of the
Company.
II.3
“Code” means the Internal Revenue Code of 1986,
as amended.
II.4
“Committee” means the Board or a committee
appointed to administer the Plan under Article IV.
II.5
“Company” means United Stationers, Inc., a
Delaware corporation, or any successor thereto.
Effective 12/16/2008
II.6
“Deferral Date” means the date Fees would
otherwise have been paid to the Participant.
II.7
“Deferral Election” means a written election to
defer Fees under the Plan.
II.8
“Director” means any individual who is a member
of the Board.
II.9
“Fair Market Value” means the closing price for
the Shares reported on a consolidated basis on the NASDAQ National
Market on the relevant date or, if there were no sales on such
date, the closing price on the nearest preceding date on which
sales occurred.
II.10
“Fees” means all or part of any retainer or
meeting fees payable in cash to a Nonemployee Director in his or
her capacity as a Director. Fees shall not include any expenses
paid directly or through reimbursement.
II.11
“Nonemployee Director” means a Director who is
not, as of the date of an Annual Meeting, an employee of the
Company or any of its subsidiaries or affiliates. For purposes of
the Plan, an employee is an individual whose wages are subject to
the withholding of federal income tax under section 3401 of the
Code.
II.12
“Participant” means a Nonemployee Director who
defers Fees under Article VI of the Plan.
II.13
“Secretary” means the Secretary or any Assistant
Secretary of the Company.
II.14
“Shares” means shares of the Common Stock of the
Company, par value $.10 per share.
II.15
“Stock Units” means the credits to a
Participant’s Stock Unit Account under Article VI of the
Plan, each of which represents the right to receive one Share upon
settlement of the Stock Unit Account.
II.16
“Stock Unit Account” means the bookkeeping
account established by the Company pursuant to
Section VI.5.
II.17
“Termination of
Service , ”
and references to a Nonemployee Director’s termination as a
Director (including separation from service and other similar
references), means termination of service as a Director for any
reason, subject to the following:
(i)
The Director relationship or
employment relationship will be deemed to have ended at the time
the Nonemployee Director and the Company reasonably anticipate that
a level of bona fide services the Nonemployee Director would
perform for the Company and, if applicable, the Affiliates after
such date would permanently decrease to no more than 20% of the
average level of bona fide services performed over the immediately
preceding 36 month period (or the full period of service to the
Company and the Affiliates if the Nonemployee Director has
performed services for the Company and the Affiliates for less than
36 months). In the absence of an expectation that the
Nonemployee Director will perform at the above-described level, the
date of termination
as a Director or termination of
employment will not be delayed solely by reason of the Nonemployee
Director continuing to be on the Company’s and the
Affiliates’ payroll after such date.
(ii)
The Director relationship or employment relationship will be
treated as continuing intact while the Nonemployee Director is on a
bona fide leave of absence (determined in accordance with Treas.
Reg. §409A-1(h)).
(iii)
The determination of a Nonemployee Director’s termination as
a Director or termination of employment by reason of a sale of
assets, sale of stock, spin-off, or other similar transaction of
the Company or an Affiliate will be made in accordance with Treas.
Reg. §1.409A-1(h).
(iv)
If a Nonemployee Director performs services both as an employee of
the Company or an Affiliate, and a member of the Board of the
Company or an Affiliate, the determination of whether termination
of employment or termination of service as a Director shall be made
in accordance with Treas. Reg. §1.409A-1(h)(5) (relating
to dual status service providers).
(v)
For purposes of this Section II.17, the term
“Affiliates” means all persons with whom the Company is
considered to be a single employer under Code section
414(b) and all persons with whom the Company would be
considered a single employer under Code section
414(c) thereof.
ARTICLE III
SHARES AVAILABLE UNDER THE
PLAN
Subject to adjustment as provided in
Article X, and except as otherwise provided in this
Article III, the maximum number of Shares that may be
distributed in settlement of Stock Unit Accounts under the Plan
shall be 50,000. Such Shares may include authorized but unissued
Shares, Treasury Shares or Shares that have been reacquired by the
Company. Shares to be distributed in settlement of Stock Unit
Accounts under the Plan may be Shares issued pursuant to
Section 5.5 of the United Stationers Inc. 2004 Long-Term
Incentive Plan, and any such Shares so distributed shall not count
against the 50,000 share limit provided above.
ARTICLE IV
ADMINISTRATION
The Plan shall be administered by
the Board or such other committee as may be designated by the
Board. The Committee shall have the authority to make all
determinations it deems necessary or advisable for administering
the Plan, subject to the express provisions of the Plan.
Notwithstanding the foregoing, no Director who is a Participant
under the Plan shall participate in any determination relating
solely or primarily to his or her own Shares, Stock Units or Stock
Unit Account.
ARTICLE V
ELIGIBILITY
Each person who is a Nonemployee
Director on a Deferral Date shall be eligible to defer Fees payable
on such date in accordance with Article VI of the Plan. If any
Nonemployee Director subsequently becomes an employee of the
Company or any of its subsidiaries, but does not incur a
Termination of Service, such Director shall continue as a
Participant with respect to Fees previously deferred, but shall
cease eligibility with respect to all future Fees, if any, earned
while an employee.
ARTICLE VI
DEFERRAL ELECTIONS IN LIEU OF CASH
PAYMENTS
VI.1
General Rule . Each Nonemployee Director may,
in lieu of receipt of Fees, defer any or all of such Fees in
accordance with this Article VI, provided that such
Nonemployee Director is eligible under Article V of the Plan
to defer such Fees at the date any such Fees are otherwise payable.
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