Exhibit 10.1
November 1,
2005
Mr. Eric A. Blanchard
45 Cristofori Circle
Orono, MN 55359
VIA OVERNIGHT MAIL
Dear Eric:
We are extremely pleased to extend to you an
offer of employment with United Stationers as Senior Vice
President, General Counsel and Secretary, with an annual base
salary of $280,000, paid semi-monthly, less applicable tax
withholdings. In this position, you will be reporting
directly to me, with a start date of January 4, 2006.
This letter also encloses supporting documentation regarding our
various benefit programs.
You will be eligible for participation in our
annual Management Incentive Plan (MIP), and will have a target
bonus equal to 50% of your annual base salary (with upside
potential of 100%). The MIP bonus for 2006 will be payable
during the first quarter of 2007, provided you are an associate in
good standing at the time the payment is made.
You will be eligible to participate in the
company’s Management Equity Plan and be recommended for a
non-qualified stock option grant with an economic value equal to
$280,000, to be granted by and subject to the approval of the Human
Resources Committee of our Board of Directors. The Black
Scholes method will be used to determine the actual number of
shares of the grant and the stock strike price will be determined
on your employment commencement date (January 4, 2006).
The options will vest in three substantially equal installments
(33% each year) over three years, and be subject to the terms and
conditions of our 2005 Long-Term Incentive Plan, as contained and
summarized in our most recent proxy statement, a copy of which is
provided for your information.
In addition, you will receive a one-time
acceptance bonus of $50,000, less applicable tax withholdings,
payable within thirty (30) days after your employment commencement
date, provided you are an employee in good standing at the time
payment is made. If you decide to voluntarily leave United
Stationers for any reason (other than for death or disability)
before January 4, 2008, you will be obligated to repay this
$50,000 acceptance bonus. In addition, a retention bonus of
$50,000 will also be awarded to you, payable eighteen (18) months
after your emplo
