EXHIBIT 10.34
UNITED STATIONERS INC.
MANAGEMENT EQUITY PLAN
STOCK OPTION AGREEMENT
January 1, 1996
Xx. Xxxxxx X. Xxxxxxxx
c/x Xxxxxxx Partners
000 Xxxxx Xx. Xxxx/ Xxxxx #0000
Xxxxxx, Xxxxx 00000
Dear Xxx:
This will confirm the following agreement made effective as of today
between you and United Stationers Inc., a Delaware corporation (the "Company"),
pursuant to the Company's Management Equity Plan (the "Plan"), a copy of which
is attached as Exhibit A and is part of this agreement.
(1) GRANT. The Company grants to you an option to purchase from the company
240,000 shares of Common Stock of the Company at $12.50 per share, subject
to change as provided in this agreement. The number of shares and the price
per share are subject to adjustment as provided in the Plan.
The option exercise price will increase by $0.625 per share on April
1, 1996, and on the first day of each calendar quarter thereafter until the
occurrence of the Event described below. After the occurrence of the Event,
the option price will not be subject to any further quarterly increase.
(2) STOCKHOLDER APPROVAL REQUIRED. This grant is subject to the approval, by
the stockholders of the Company, of amendments to the Plan which will be
submitted for approval by written consent of the stockholders or, if
written consent cannot be obtained, at the next special or annual meeting
of stockholders.
(3) VESTING. This option may be exercised upon the terms and conditions of the
Plan, as supplemented by this agreement, and not otherwise. This option may
be exercised as to some or all of the shares (but not for fractional
shares) at any time or times after the occurrence of a transaction or group
of transactions (an "Event") that cause the Sponsor Holders (as defined
below) to realize a return of Liquid Proceeds (as defined below) at least
equal to their Common Stock Investment (as defined below) as follows:
(i) Options for 80,000 shares after the occurrence of an Event;
(ii) Options for 80,000 shares on the later of (a) December 31,
1996, provided you are still employed as Chief Executive
Officer of the Company on such date or (b) the occurrence of an
Event; and
(iii) Options for 80,000 shares on the later of (a) March 31, 1997,
provided you are still employed as Chief Executive Officer of
the Company on such date, or (b) the occurrence of an Event.
(a) "Sponsor Holders" shall mean, collectively, Xxxxxxx Partners, L.P.,
Xxxxxxx Partners II, L.P., Xxxxxxx Affiliates, L.P., Xxxxxxx
Affiliates II, L.P., and their affiliates.
(b) "Liquid Proceeds" shall mean (i) currency of the United States; (ii)
negotiable instruments drawn on a bank with at least $10 billion in
assets and payable in U.S. currency; (iii) obligations issued or
assumed by the United States of America or any agency or
instrumentality thereof; or (iv) shares of stock or other securities
that are registered under the Securities Exchange Act of 1933, are
traded on the New York Stock Exchange, the American Stock Exchange or
one approved for quotation on the NASDAQ National Market System, and
can be sold on such market by the holder without
significant discount from the average of the bid and asked prices for
such shares or other securities at such time.
(c) "Common Stock Investment" shall mean the purchase price for the shares
of Common Stock, par value $0.10 per share, of the Company purchased
by the Sponsor Holders at the closing of the acquisition of the
Company by the Sponsor Holders and others on March 30, 1995.
For purposes of determining whether an Event has occurred, the good faith
determination of the Board of Directors shall be conclusive. The Company
shall notify you when the Event occurs.
(4) EXPIRATION OF OPTION. The unexercised portion of the option, if any, will
automatically and without notice terminate either (a) three years after an
Event, or (b) at 5:00 p.m. Central Time on September 26, 2002, whichever
occurs first (or earlier, in the event of termination of employment as
provided in paragraph 5 below).
(5) TERMINATION OF EMPLOYMENT. Upon termination of employment:
(a) If termination is for good cause, as defined in the Plan, the options
will immediately terminate;
(b) If termination is voluntary by the optionee, all unexercised options
shall immediately terminate;
(c) If termination is the result of death, permanent disability, or
retirement, the options will terminate if not yet vested pursuant to
paragraph 3(ii) or (iii) above; otherwise as provided in paragraph (4)
above;
(d) If termination is at the election of the Company (but not for good
cause) the options will immediately terminate as to those options not
yet vested pursuant to paragraph 3(ii) or (iii) above and 1/2 of the
number of remaining shares covered by the option grant, and the other
half of the number of remaining shares covered by the grant will
terminate either (1) one year after the termination or (2) upon
expiration of the option as provided in paragraph (4)(b) above,
whichever occurs first.
(6) METHOD OF EXERCISE. Any exercise of an option shall be in writing
addressed to the Treasurer of the Company at its principal place of
business, specifying the number of shares for which the option is
exercised. The date of exercise shall be the date of actual receipt
by the Treasurer.
(7) PAYMENT. Payment for the stock upon exercise of this option will be made
by the Company withholding from the total number of shares to be acquired
pursuant to the exercise of the option a portion of such shares valued at
the Fair Market Value of the shares (as defined in the Plan) on the day
preceding the date of the exercise of the option.
(8) WITHHOLDING TAXES. You agree that you will satisfy any tax withholding
requirements by having the Company withhold from the shares to be acquired
upon exercise.
(9) TRANSFERABILITY. The option is not transferable by you otherwise than by
will or the laws of descent and distribution, and is exercisable, during
your lifetime, only by you. By your acceptance of this agreement you agree
that the shares to be issued upon exercise of this option may not be sold,
assigned, pledged or otherwise transferred for a period of six months after
the Event without the prior written consent of the Option Committee of the
Board of Directors of the Company.
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(10) LEGENDS ON CERTIFICATES. Certificates representing such shares may be
legended in such fashion as the Company may require and shall be subject to
such restrictions on disposition as may be required to comply with Federal
and State securities laws.
(11) NOT AN EMPLOYMENT CONTRACT. Nothing in this agreement shall obligate the
Company or any subsidiary of the Company to continue your employment for
any particular period or on any particular basis of compensation.
(12) COMPANY'S RIGHT TO "CASH OUT". You agree that the Company, upon exercise
of the options, reserves the right, in its good faith discretion, either to
cause the issuance of the shares for which the option is exercised, or to
pay to you the difference between the exercise price and the Fair Market
Value of the shares for which the option is exercised (in either case net
of the number of shares needed for payment and for withholding taxes).
(13) MISCELLANEOUS.
(a) If requested to do so by the Company at the time of exercise of an
option, in whole or in part, you agree to execute a certificate
indicating that you are purchasing the stock under such option for
investment and not with any present intention to sell the stock and
that none of such shares shall be disposed of unless a registration
statement under the Securities Act of 1933 and the regulations of the
Securities and Exchange Commission shall be effect as to such shares,
or unless an exemption from registration is available for such
disposition.
(b) This agreement is subject to all the terms, conditions, limitations
and restrictions contained in the Plan. It may not be assigned or
transferred in whole or in part except as provided in the Plan. You
shall not have any of the rights of a shareholder with respect to any
of the shares optioned under this agreement until such shares are
actually paid for and issued to you.
(c) The option and these rights shall expire if the stockholders fail for
any reason to approve the amendments to the Plan by May 8, 1996.
(d) You assume all risks incident to any change hereafter in applicable
laws or regulations or incident to any changes in the market value of
the stock after the exercise of this option in whole or in part.
(e) The terms of this option are subject to modification by action of the
Board of Directors to the extent and in the manner permitted by the
Plan.
To indicate your acceptance of the foregoing, please sign and return one
copy of this letter immediately.
Very truly yours,
UNITED STATIONERS INC.
By:
---------------------------------------
Xxxx X. Xxxxxx, Director and Member of
Compensation Committee
Accepted as of the date written above:
--------------------------------------
Xxxxxx X. Xxxxxxxx
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UNITED STATIONERS INC.
MANAGEMENT EQUITY PLAN
STOCK OPTION AGREEMENT
January 1, 1996
Xx. Xxxxxx X. Xxxxxxxx
c/x Xxxxxxx Partners
000 Xxxxx Xx. Xxxx/ Xxxxx #0000
Xxxxxx, Xxxxx 00000
Dear Xxx:
This will confirm the following agreement made effective as of today
between you and United Stationers Inc., a Delaware corporation (the "Company"),
pursuant to the Company's Management Equity Plan (the "Plan"), a copy of which
is attached as Exhibit A and is part of this agreement.
(1) GRANT. The Company grants to you an option to purchase from the company
120,000 shares of Common Stock of the Company at $5.12 per share, in
accordance with the terms of this agreement. The number of shares and the
price per share are subject to adjustment as provided in the Plan.
(2) STOCKHOLDER APPROVAL REQUIRED. This grant is subject to the approval, by
the stockholders of the Company, of amendments to the Plan which will be
submitted for approval by written consent of the stockholders or, if
written consent cannot be obtained, at the next special or annual meeting
of stockholders.
(3) VESTING. This option may be exercised upon the terms and conditions of
the Plan, as supplemented by this agreement, and not otherwise. This option
may be exercised as to some or all of the shares (but not for fractional
shares) at any time or times after the occurrence of a transaction or group
of transactions (an "Event") that cause the Sponsor Holders (as defined
below) to realize a return of Liquid Proceeds (as defined below) at least
equal to their Common Stock Investment (as defined below).
(a) "Sponsor Holders" shall mean, collectively, Xxxxxxx Partners, L.P.,
Xxxxxxx Partners II, L.P., Xxxxxxx Affiliates, L.P., Xxxxxxx
Affiliates II, L.P., and their affiliates.
(b) "Liquid Proceeds" shall mean (i) currency of the United States; (ii)
negotiable instruments drawn on a bank with at least $10 billion in
assets and payable in U.S. currency; (iii) obligations issued or
assumed by the United States of America or any agency or
instrumentality thereof; or (iv) shares of stock or other securities
that are registered under the Securities Exchange Act of 1933, are
traded on the New York Stock Exchange, the American Stock Exchange or
one approved for quotation on the NASDAQ National Market System, and
can be sold on such market by the holder without significant discount
from the average of the bid and asked prices for such shares or other
securities at such time.
(c) "Common Stock Investment" shall mean the purchase price for the shares
of Common Stock, par value $0.10 per share, of the Company purchased
by the Sponsor Holders at the closing of the acquisition of the
Company by the Sponsor Holders and others on March 30, 1995.
For purposes of determining whether an Event has occurred, the good faith
determination of the Board of Directors shall be conclusive. The Company
shall notify you when the Event occurs.
This option may also be exercised as to some or all of the options
immediately in the event of the termination of your employment (i) for Good
Reason (as defined in your employment agreement), (ii) by expiration of
your term of employment, (iii) by the Company other than for Cause, (iv)
due to a Change in Control, or (v) due to your death or permanent
disability.
(4) EXPIRATION OF OPTION. The unexercised portion of the option, if any, will
automatically and without notice terminate either (a) three years after an
Event, or (b) at 5:00 p.m. Central Time on September 26, 2002, whichever
occurs first (or earlier, in the event of termination of employment as
provided in paragraph 5 below).
(5) TERMINATION OF EMPLOYMENT. Upon termination of employment:
(a) If termination is for good cause, as defined in the Plan, the options
will immediately terminate;
(b) If termination is voluntary by you prior to the expiration of your
term of employment, all unexercised options shall immediately
terminate;
(c) If termination is the result of death, permanent disability, or
retirement, the options will terminate as provided in paragraph (4)
above;
(d) If termination is at the election of the Company (but not for Cause)
the options will terminate either (1) one year after the termination
or (2) upon expiration of the option as provided in paragraph (4)(b)
above, whichever occurs first.
(6) METHOD OF EXERCISE. Any exercise of an option shall be in writing
addressed to the Treasurer of the Company at its principal place of
business, specifying the number of shares for which the option is
exercised. The date of exercise shall be the date of actual receipt by the
Treasurer.
(7) PAYMENT. Payment for the stock upon exercise of this option will be made
by the Company withholding from the total number of shares to be acquired
pursuant to the exercise of the option a portion of such shares valued at
the Fair Market Value of the shares (as defined in the Plan) on the day
preceding the date of the exercise of the option.
(8) WITHHOLDING TAXES. You agree that you will satisfy any tax withholding
requirements by having the Company withhold from the shares to be acquired
upon exercise.
(9) TRANSFERABILITY. The option is not transferable by you otherwise than by
will or the laws of descent and distribution, and is exercisable, during
your lifetime, only by you. By your acceptance of this agreement you agree
that the shares to be issued upon exercise of this option may not be sold,
assigned, pledged or otherwise transferred for a period of six months after
the Event without the prior written consent of the Option Committee of the
Board of Directors of the Company.
(10) LEGENDS ON CERTIFICATES. Certificates representing such shares may be
legended in such fashion as the Company may require and shall be subject to
such restrictions on disposition as may be required to comply with Federal
and State securities laws.
(11) NOT AN EMPLOYMENT CONTRACT. Nothing in this agreement shall obligate the
Company or any subsidiary of the Company to continue your employment for
any particular period or on any particular basis of compensation.
2
(12) COMPANY'S RIGHT TO "CASH OUT". You agree that the Company, upon exercise
of the options, reserves the right, in its good faith discretion, either to
cause the issuance of the shares for which the option is exercised, or to
pay to you the difference between the exercise price and the Fair Market
Value of the shares for which the option is exercised (in either case net
of the number of shares needed for payment and for withholding taxes).
(13) MISCELLANEOUS.
(a) If requested to do so by the Company at the time of exercise of an
option, in whole or in part, you agree to execute a certificate
indicating that you are purchasing the stock under such option for
investment and not with any present intention to sell the stock and
that none of such shares shall be disposed of unless a registration
statement under the Securities Act of 1933 and the regulations of the
Securities and Exchange Commission shall be effect as to such shares,
or unless an exemption from registration is available for such
disposition.
(b) This agreement is subject to all the terms, conditions, limitations
and restrictions contained in the Plan. It may not be assigned or
transferred in whole or in part except as provided in the Plan. You
shall not have any of the rights of a shareholder with respect to any
of the shares optioned under this agreement until such shares are
actually paid for and issued to you.
(c) The option and these rights shall expire if the stockholders fail for
any reason to approve the amendments to the Plan by May 8, 1996.
(d) You assume all risks incident to any change hereafter in applicable
laws or regulations or incident to any changes in the market value of
the stock after the exercise of this option in whole or in part.
(e) The terms of this option are subject to modification by action of the
Board of Directors to the extent and in the manner permitted by the
Plan.
To indicate your acceptance of the foregoing, please sign and return one
copy of this letter immediately.
Very truly yours,
UNITED STATIONERS INC.
By:
--------------------------------------
Xxxx X. Xxxxxx, Director and Member of
Compensation Committee
Accepted as of the date written above:
--------------------------------------
Xxxxxx X. Xxxxxxxx
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