1
EXHIBIT 10.28
UNITED
STATIONERS(R)
--------------------------------------------------------------------------------
1998
UDI
AGREEMENT
--------------------------------------------------------------------------------
United Stationers is pleased to once again offer a financial incentive program
to your group for 1998. The objectives of our program continue to be to:
- Recognize dealers who have made an annual first call commitment to
United Stationers.
- Provide your group's management with the ability to readily predict
year end results and the financial benefits that accompany them.
ATTENTION...
--------------------------------- ----------------------------------
Please carefully read this entire agreement and provide complete information as
requested on page 5. Then mail or fax the last page with your signature to:
XXX
X.X. Xxx 0000
Xxxxxxxxxxx, XX 00000-0000
Fax: 000-000-0000
AGREEMENT MUST BE RECEIVED BY YOUR GROUP BY DECEMBER 31, 1997
-------------------------------------------------------------
IN ORDER TO ENSURE FULL BENEFITS.
---------------------------------
2
--------------------------------------------------------------------------------
1998 AFFILIATED GROUP PROGRAM
--------------------------------------------------------------------------------
PARTICIPATION REQUIREMENTS
In order to participate in United Stationers' 1998 Affiliated Group program, for
the period from January 1, 1998 to December 31, 1998, the dealer who is a group
member must be designated as a First Call United Stationers' customer. This
includes meeting the following criteria:
A. Submit to United a credit application and resale tax certificate,
unless you already have an active account with United Stationers Supply
Co. or Micro United. United reserves the right to establish (or not to
establish) lines of open account credit for its dealers as determined
by the dealer's experience, record of trade payments, financial
conditions, amount of credit needed, etc.
B. Use United for at least 60% of your wholesale purchases.
C. Be designated as a First Call customer by local United Stationers'
management from January 1, 1998 through December 31, 1998. IF YOU CEASE
AS A FIRST CALL CUSTOMER DURING THE PROGRAM YEAR, YOU WILL BE REMOVED
FROM THE PROGRAM RETROACTIVE TO JANUARY 1, 1998.
D. Purchase at least $20,000 per month from United Stationers. Qualified
purchases are those that count toward your VCD/DBP bracket -- regular,
promotional and alliance. In a month where you do not meet this $20,000
requirement, your purchases will not count towards the attainment of
the group's annual volume target and will not receive the Group Year
End Volume Rebate. You will, however, have the potential to receive
VCD/DBP for the month and Advertising Allowance if you meet the
standard discount and Advertising Allowance terms.
E. In order to receive monthly VOLUME CASH DISCOUNT OR DEALER BUYING PLAN,
(VCD/DBP), United's regular discount terms must be met: Payment must be
received in our bank by the 15th of the month subsequent to billing.
F. In order to receive the GROUP YEAR END VOLUME REBATE, your account must
be kept 100% current as of the 20th of each month. This requires
payment in full with one check and without deductions. In a month where
this requirement is not met, you will not earn Group Volume Rebate for
that month. In addition, your volume in that month will not count
toward the group's year end volume target.
G. Purchase a minimum of 500 United General Line Catalogs by April 4,
1998. If you do not meet this minimum requirement, you will be removed
from the entire program retroactive to January 1, 1998.
H. Satisfy all other terms and conditions as specified in United
Stationers' current Dealer Net Pricer.
I. In order to be considered as an active member of your group for all of
1998, page 5 of this agreement must be completed in full and forwarded
to your group's headquarters by December 31, 1997. Agreements received
after this date will be activated on the first of the month following
receipt, with the earliest possible start date being February 1, 1998.
J. Notify United by means of letter on your letterhead and a signed copy
of this agreement for your new group, at least 60 days prior to
changing from one Affiliated Group to
3
--------------------------------------------------------------------------------
1998 AFFILIATED GROUP PROGRAM
--------------------------------------------------------------------------------
another. The Group Year End Volume Rebate will begin to accrue for your
new group on the first of the month subsequent to United's receipt of
your letter and new signed agreement. Prior to then, it will continue
to accrue with your old group.
BENEFITS
END COLUMN PRICING
Affiliated group members meeting all the participation requirements
will receive end column pricing on regular merchandise purchases.
VCD/DBP
A qualified dealer will receive monthly VCD/DBP based on United's
Enhanced, (First Call), schedule and terms. This is paid on both
regular and qualified promotional purchases.
ADVERTISING ALLOWANCE
A 2 1/2% Advertising Allowance will be paid subject to the terms of
United's current Advertising Allowance program. It will be based on
purchases from December 1, 1997 through November 30, 1998. It will be
paid in the form of a credit on your December 1998 United Stationers'
statement. General Line Catalog invoices for 1999 will be payable at
the same time. Any excess allowance that you may have has no cash
value.
GENERAL LINE CATALOG PRICE
As in past years, you will receive a special price on the 1999 General
Line Catalog. This price will be announced when catalog production and
material costs are finalized for the next edition.
GROUP YEAR END VOLUME REBATE
This will be paid by February 15, 1999 to your group's headquarters. No
additional claims will be honored after April 15, 1999. Qualifying
volume requirements will be based on the combined annual merchandise
purchases of group members. These include regular, promotional and
net/net purchases, excluding PrimeSource, Smart Buy and Micro United
volume. The rebate will be paid on regular and qualified promotional
merchandise purchases. United Stationers reserves the right to deduct
any bad debt or other individual member volume that does not meet these
qualifications. Please remember that any month in which you do not meet
the payment and volume criteria along with a First Call position
described on the previous page, your volume will not count toward your
group's annual volume target. The group volume requirements for 1998
are presented on the following page.
4
--------------------------------------------------------------------------------
GROUP YEAR END VOLUME REBATE
--------------------------------------------------------------------------------
REQUIREMENTS
In 1998 your group will be able to earn up to 3% in year end rebates based on
the combined qualifying purchases of members who are registered as first call
with United Stationers. Qualifying purchases include those of regular,
promotional and net/net merchandise but exclude PrimeSource, Smart Buy and Micro
United volume. The rebate will be paid on regular and qualified promotional
merchandise purchases.
There are two parts to the 1998 requirements. The first consists of three volume
brackets and the second is a minimum requirement to maintain prior year volume.
REBATE GROUP PERFORMANCE
1% Maintain prior year group volume and achieve at
least $10 million in qualified 1998 group
purchases.
2% Maintain prior year group volume and achieve at
least $20 million in qualified 1998 group
purchases.
3% Maintain prior year group volume and achieve at
least $30 million in qualified 1998 group
purchases.
Your group headquarters can provide you with an estimate of the 1997 group
volume that will have to be maintained in 1998. An actual amount will be
provided by United Stationers in January of 1998.
There is no requirement that your group's volume with United Stationers grow to
receive these rebates. There will be a reduction in the year end rebate
percentage if your group's 1998 purchases decline from 1997, based on the
following schedule:
- A 5% decrease in total group volume versus 1997, will result in the
loss of 1 percentage point of group rebate, even if the total volume is
still greater than the next lower fixed bracket.
- A 10% decrease in total group volume versus 1997, will result in the
loss of 2 percentage points of group rebate, even if the total volume
is still greater than the next lower fixed bracket.
- A 20% decrease in total group volume versus 1997, will result in the
loss of 3 percentage points of group rebate, even if the total volume
is still greater than the next lower fixed bracket.
Obviously, the maximum potential impact of these reductions will be a zero
rebate, versus a negative amount. In addition, the 1997 group base will be
adjusted downward on an ongoing basis to nullify the impact of dealers who leave
your group to go to another, simply drop out or are acquired by a non-member.
Thus the only reductions in volume that will have an impact are those that are
due to members diverting volume to other sources or purchasing less overall.
Similarly, the base for your group will be adjusted upward to include the 1997
United Stationers' volume of a new member. This ensures that new members have
the same incentive to support your group that you do. The $10 million, $20
million and $30 million brackets will still apply in determining the maximum
potential rebate amount.
5
UNITED
STATIONERS(R)
1998 AFFILIATED GROUP PROGRAM
To participate in the 1998 Affiliated Group Program, please complete the
following in full and send to your group's headquarters, they will then forward
it to United Stationers.
THIS FORM MUST BE RECEIVED BY YOUR GROUP NO LATER THAN DECEMBER
31, 1997
--------------------------------------------------------------------------------
UDI CORP. X.X. Xxx 0000 - Xxxxxxxxxxx, XX 00000-0000
Fax signed page to: (000)000-0000 or (000)000-0000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Affiliated Group Name
--------------------------------------------------------------------------------
Dealer Company
--------------------------------------------------------------------------------
Dealer City and State
--------------------------------------------------------------------------------
Dealer Phone Number
--------------------------------------------------------------------------------
Dealer Fax Number
--------------------------------------------------------------------------------
Dealer's United Account Number
--------------------------------------------------------------------------------
Dealer Principal Signature/Date
/s/ Xxxxxx Xxxxxxxxxxx 12/1/97
--------------------------------- ----------------------------------
Xxxxxx Xxxxxxxxxxx Affiliated Group Approval
United tationers Approval
