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Exhibit 10.22
UNITED STATIONERS INC.
Directors Grant Plan
1. PURPOSE
United Stationers Inc., a Delaware corporation (the "Company") by means of this
Directors Grant Plan (the "Plan") desires to retain outstanding individuals who
are not employees of the Company or its affiliates as directors of the Company
and to provide additional incentives for such directors to achieve the
objectives and promote the business success of the Company by providing to such
individuals additional opportunities to acquire common shares of the Company
("Shares") through the settlement of deferred stock units ("Deferred Stock
Units") and thereby provide such individuals with a greater proprietary interest
in and closer identity with the Company and its financial success.
2. ADMINISTRATION
The Plan shall be administered by the Board of Directors or by such committee of
the Board of Directors, as determined by the Board of Directors of the Company
(the "Committee"). The Committee shall interpret the Plan and shall prescribe,
amend and rescind rules and regulations relating thereto and make all other
determinations necessary, advisable or desirable for the administration of the
Plan. Any such action by the Committee shall be final and conclusive on all
persons having any interest in the Deferred Stock Units or Shares to which such
action relates. A majority of the Committee shall constitute a quorum and the
acts of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee, shall be
the acts of the Committee.
The Committee may delegate to one or more of its members, or to one or more
agents, such administrative duties as it may deem advisable, and the Committee
or any person to whom it has delegated duties as aforesaid may employ one or
more persons to render advice with respect to any responsibility the Committee
or such person may have under the Plan.
3. SHARES
Deferred Stock Units granted under the Plan may be settled in accordance with
the terms of the Plan with either authorized and unissued shares of the common
stock of the Company or issued shares of such common stock held in the Company's
treasury.
4. PARTICIPATION
The "Participants" in the Plan will consist of directors of the Company who are
not employees of the Company or any affiliate of the Company.
5. DEFERRED STOCK UNITS
At such times as determined by the Board of Directors of the Company
(individually, "Grant Date"), each director of the Company who is not an
employee of the Company or any affiliate of the Company may be granted each year
up to 4,000 Deferred Stock Units as determined by
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the Board in its sole discretion. The award of any Deferred Stock Units may be
subject to other provisions (whether or not applicable to the Deferred Stock
Unit awarded to any other Participant) as the Committee, in its sole discretion
determines appropriate, including, without limitation, restrictions on resale or
other disposition and such provisions as may be appropriate to comply with
federal or state securities laws and stock exchange requirements.
6. STOCK UNIT ACCOUNT AND ADJUSTMENT OF DEFERRED STOCK UNITS
a. STOCK UNIT ACCOUNTS. A Stock Unit Account will be established for each
Participant. All Deferred Stock Units shall be credited to the
Participant's Stock Unit Account. Any settlements or distributions pursuant
to Section 8(b) shall be deducted from Participant's Stock Unit Account.
b. CREDITING OF DIVIDEND EQUIVALENTS. As of each dividend or other
distribution payment date with respect to Shares, each Participant shall
have credited to the Participant's Stock Unit Account a dollar amount equal
to the amount of cash dividends or the fair market value (as determined in
good faith by the Committee) of the property other than Shares that would
have been paid or distributed on the number of Shares equal to the number
of Deferred Stock Units credited to the Participant's Stock Unit Account as
of the close of business on the record date for such dividend or
distribution. Such dollar amount shall then be converted into a number of
Deferred Stock Units equal to the number of whole and fractional Shares
that could have been purchased at Fair Market Value on the dividend payment
or distribution date with such dollar amount. In the case of any dividend
declared on Shares which is payable in Shares, each Participant's Stock
Unit Account shall be increased by the number of Deferred Stock Units equal
to the product of (i) the number of Deferred Stock Units credited to the
Participant's Stock Unit Account on the related dividend record date and
(ii) the number of Shares (including any fraction thereof) distributable as
a dividend on a Share. Deferred Stock Units which are credited to a
Participant's Stock Unit Account pursuant to this Section 6.b. shall be
subject to the same terms and conditions of the Plan and deferral elections
of Deferred Stock Units applicable to the Participant's other Deferred
Stock Units.
c. CAPITAL ADJUSTMENTS. If the Shares should, as a result of any stock
split, other subdivision or combination of Shares, or any reclassification,
recapitalization or otherwise, be increased or decreased, the number of
outstanding Deferred Stock Units and the total number of Shares reserved
for issuance under this Plan shall be adjusted as determined by the
Committee to reflect such action. Any new Shares or other securities issued
with respect to Shares shall be deemed Shares. In the event of any stock
split, recapitalization, reorganization or other transaction affecting the
capital structure of the Company, the Committee shall make such adjustments
to the number of Deferred Stock Units credited to each Participant's Stock
Unit Account as the Committee shall deem necessary or appropriate to
prevent the dilution or enlargement of such Participant's rights.
d. SALE OR REORGANIZATION. Subject to Section 7, in the event the Company
is merged or consolidated with another entity, or in the event the property
or Shares of
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the Company are acquired by another entity, or in the event of a
reorganization of the Company, or in the event of any extraordinary
transaction ("Transaction"), the board of directors of any corporation or
comparable governing body of any other type of entity, assuming the
obligations of the Company hereunder or the Committee, as applicable, shall
have the right to provide for the continuation of Deferred Stock Units
granted under the Plan with respect to the Shares provided they remain
publicly-traded or with respect to any publicly-traded equity securities
into which the Shares are converted. If provision for such continuation of
Deferred Stock Units after a Change of Control or other Transaction is not
made, Participants shall receive either prior to such Change of Control or
other Transaction the number of Shares equal to the Deferred Stock Units
credited to their Stock Unit Account so they may participate in such Change
of Control transaction or other Transaction in the same manner and to the
same extent as stockholders with a number of Shares equal to the
Participants' number of Deferred Stock Units or shall receive at the same
time and in the same manner the same securities, cash, notes or other
property or assets as if they were stockholders with a number of Shares
equal to the number of Deferred Stock Units credited to their Stock Unit
Account.
e. FAIR MARKET VALUE. Except as otherwise provided herein, "Fair Market
Value" for a Share for a day shall be the closing price per Share on such
day on the principal exchange on which Shares are listed or admitted to
trading; if Shares are listed or admitted to trading on an exchange but
such day is not a trading day, Fair Market Value shall be determined as of
the last preceding trading day. If the preceding sentence is not
applicable, Fair Market Value shall be determined in good faith by the
Committee.
7. CHANGE OF CONTROL
For the purposes of this Plan, a Change of Control means:
a. Any "Person" (having the meaning ascribed to such term in Section
3(a)(9) of the Securities Exchange Act of 1934, as amended ("1934 Act") and
used in Sections 13(d) and 14(d) thereof, including a "group" within the
meaning of Section 13(d)(3)) has or acquires "Beneficial Ownership" (within
the meaning of Rule 13d-3 under the 1934 Act) of 30% or more of the
combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors ("Voting
Securities"); provided, however, that in determining whether a Change of
Control has occurred, Voting Securities which are held or acquired by
(i) the Company or any of its subsidiaries or (ii) an employee benefit plan
(or a trust forming a part thereof) maintained by the Company or any of its
subsidiaries shall not constitute a Change of Control. Notwithstanding the
foregoing, a Change of Control shall not be deemed to occur solely because
any Person acquired Beneficial Ownership of more than the permitted amount
of Voting Securities as a result of the issuance of Voting Securities by
the Company in exchange for assets (including equity interests) or funds
with a fair value equal to the fair value of the Voting Securities so
issued; provided that if a Change of Control would occur (but for the
operation of this sentence) as a result of the issuance of Voting
Securities by the Company, and after such issuance of Voting Securities by
the Company, such Person becomes the Beneficial Owner of any additional
Voting Securities which increases the percentage of the Voting Securities
Beneficially Owned by such Person to
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more than 50% of the Voting Securities of the Company, then a Change of
Control shall occur.
b. At any time during a period of two consecutive years, the individuals
who at the beginning of such period constituted the Board (the "Incumbent
Board") cease for any reason to constitute more than 50% of the Board;
provided, however, that if the election, or nomination for election by the
Company's stockholders, of any new director was approved by a vote of more
than 50% of the directors then comprising the Incumbent Board, such new
director shall, for purposes of this subsection b., be considered as though
such person were a member of the Incumbent Board; provided, further,
however, that no individual shall be considered a member of the Incumbent
Board if such individual initially assumed office as a result of (i) either
an actual "Election Contest" (as described in Rule 14a-11 promulgated under
the 1934 Act) or other actual solicitation of proxies or consents by or on
behalf of a Person other than the Incumbent Board (a "Proxy Contest"), or
(ii) by reason of any agreement intended to avoid or settle any actual or
threatened Election Contest or Proxy Contest.
c. Consummation of a merger, consolidation or reorganization or approval
by the Company's stockholders of a liquidation or dissolution of the
Company or the occurrence of a liquidation or dissolution of the Company
("Business Combination"), unless, following such Business Combination:
(i) the Persons with Beneficial Ownership of the Company, immediately
before such Business Combination, have Beneficial Ownership of more
than 50% of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of
the corporation (or in the election of a comparable governing body of
any other type of entity) resulting from such Business Combination
(including, without limitation, an entity which as a result of such
transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries)
(the "Surviving Company") in substantially the same proportions as
their Beneficial Ownership of the Voting Securities immediately before
such Business Combination;
(ii) the individuals who were members of the Incumbent Board
immediately prior to the execution of the initial agreement providing
for such Business Combination constitute more than 50% of the members
of the board of directors (or comparable governing body of a
noncorporate entity) of the Surviving Company; and
(iii) no Person (other than the Company, any of its subsidiaries or
any employee benefit plan (or any trust forming a part thereof)
maintained by the Company, the Surviving Company or any Person who
immediately prior to such Business Combination had Beneficial
Ownership of 30% or more of the then Voting Securities) has Beneficial
Ownership of 30% or more of the then combined voting power of the
Surviving Company's then outstanding voting securities.
Notwithstanding this subsection (iii), a Change of Control shall not
be deemed to occur solely because any Person acquired Beneficial
Ownership of
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more than 30% of Voting Securities as a result of the issuance of
Voting Securities by the Company in exchange for assets (including
equity interests) or funds with a fair value equal to the fair value
of the Voting Securities so issued.
d. Approval by the Company's stockholders of an agreement for the
assignment, sale, conveyance, transfer, lease or other disposition of all
or substantially all of the assets of the Company to any Person (other than
a subsidiary of the Company or other entity, the Persons with Beneficial
Ownership of which are the same Persons with Beneficial Ownership of the
Company and such Beneficial Ownership is in substantially the same
proportions), or the occurrence of the same.
Notwithstanding the foregoing, a Change of Control shall not be deemed to occur
solely because any Person acquired Beneficial Ownership of more than the
permitted amount of Voting Securities as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares Beneficially Owned by
such Person; provided that if a Change of Control would occur (but for the
operation of this sentence) as a result of the acquisition of Voting Securities
by the Company, and after such acquisition of Voting Securities by the Company,
such Person becomes the Beneficial Owner of any additional Voting Securities
which increases the percentage of the Voting Securities Beneficially Owned by
such Person, then a Change of Control shall occur.
8. SETTLEMENT OF DEFERRED STOCK UNITS
a. TIMING OF PAYMENT.
(i) Normal Distribution. Except as otherwise provided by a deferral
election in accordance with Section 8.a.(iii) or earlier settlement in
connection with a Change of Control as set forth in Section 8.a.(ii),
a Participant (or the Participant's beneficiary or guardian, as
applicable) shall receive or begin receiving a distribution of the
Participant's vested Deferred Stock Units in the Participant's Stock
Unit Account in the manner described in Section 8(b) either on or as
soon as administratively feasible after the earliest of (i) the fifth
anniversary of the grant of the Deferred Stock Units, (ii) the
Participant's death, or (iii) the Participant's Disability.
(ii) Change of Control. A Participant (or the Participant's
beneficiary or guardian, as applicable) shall receive a distribution
of the Participant's Deferred Stock Units in the Participant's Stock
Unit Account in the manner described in Section 8(b) immediately prior
to a Change of Control.
(iii) Deferral. Notwithstanding Section 8.a.(i) or 8.a.(ii), a
Participant may deliver an election to defer the distribution or
commencement of distribution to the Treasurer of the Company or his or
her designee at least one year before the fifth anniversary of the
grant of the Deferred Stock Units. If the Participant has made such an
election to defer payment in accordance with this Section 8.a.(iii),
the Participant shall receive or begin receiving a distribution of the
Participant's vested Deferred Stock Units in the Participant's Stock
Unit Account on or as soon
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as administratively feasible following the date or dates to which the
Participant elected to defer payment. Notwithstanding the foregoing,
all deferral elections made by a Participant shall be revoked
immediately prior to a Transaction described in the second sentence of
Section 6.d., a Change of Control or the Participant's Disability or
death unless the Participant's deferral election specifically states
otherwise.
(iv) Committee Authority. Notwithstanding anything herein to the
contrary, the Committee may in its sole discretion at any time
(including without limitation, upon a Participant's failure to be
reelected as a director or a Participant's resignation as a director)
accelerate settlement and payment of Deferred Stock Units.
b. PAYMENT. The Participant's Stock Unit Account will be settled by
delivering to the Participant the number of Shares equal to the number of
whole Deferred Stock Units then credited to the Participant's Stock Unit
Account, in either a lump sum or any installment or other method elected in
accordance with Section 8.a.(iii). Any fractional Deferred Stock Unit
credited to a Participant's Stock Unit Account at the time of a
distribution shall be paid in cash at the time of such distribution.
c. PAYMENT UPON DEATH OF A PARTICIPANT. If a Participant dies before the
entire balance of the Participant's Deferred Stock Unit Account has been
distributed, the balance of the Participant's Deferred Stock Unit Account
shall be paid to the beneficiary designated by the Participant or if no
beneficiary has been designated, to the Participant's estate or beneficiary
deemed appropriate by the Committee.
d. CONTINUATION OF DIVIDEND EQUIVALENTS AND OTHER ADJUSTMENTS. If payment
of Deferred Stock Units is deferred pursuant to Section 8.a.(iii), the
Participant's Stock Unit Account shall continue to be credited with
dividend equivalents and be subject to other adjustment as provided in
Section 6 until the entire balance of the Participant's Stock Unit Account
has been distributed.
9. LIMITATIONS ON TRANSFERABILITY
No Deferred Stock Unit granted to a Participant shall be transferable by the
Participant except by will or by the laws of descent and distribution.
10. LEGAL AND OTHER REQUIREMENTS
Each Deferred Stock Unit granted under this Plan shall be subject to the
requirement that if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of the Shares
issuable or transferable upon the settlement of the Deferred Stock Unit upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with the granting of such Deferred Stock Unit, or
the issuance or transfer of Shares thereunder, such Deferred Stock Unit may not
be settled in whole or in part unless such listing, registration, qualification,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Committee. The Company shall not be obligated to sell or
issue any Shares in
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any manner in contravention of the Securities Act of 1933, as amended
("Securities Act"), or any state securities law. No adjustment with respect to
any Shares with respect to which Deferred Stock Units have been granted other
than pursuant to Section 6 hereof shall be made for dividends or other rights
for which the record date is prior to the date such stock certificate is
delivered.
If a registration statement under the Securities Act with respect to Shares
issuable upon settlement of Deferred Stock Units, is not in effect at the time
such Deferred Stock Units are settled, the Company may require, for the sole
purpose of complying with the Securities Act, that prior to delivering such
common stock to the Participant whose Deferred Stock Units are being settled,
such Participant must deliver to the Secretary of the Company a written
statement (i) representing and warranting that such Shares are being acquired
for investment only and not with a view to the resale or distribution thereof,
(ii) acknowledging and confirming that such Shares may not be sold unless
registered for sale under the Securities Act or pursuant to an exemption from
such registration and (iii) agreeing that the certificates representing such
Shares shall bear a legend to the effect of the foregoing.
11. WITHHOLDING TAXES
To the extent required by law, the Company shall comply with the obligations
imposed on the Company under applicable tax withholding laws, if any, with
respect to Deferred Stock Units granted hereunder, Shares transferred upon
settlement thereof, and the disposition of such Shares thereafter, and shall be
entitled to do any act or thing to effectuate any such required compliance,
including, without limitation, withholding from amounts payable by the Company
to a Participant and making demand on a Participant for the amounts required to
be withheld.
12. EFFECT ON DIRECTOR AND STOCKHOLDER STATUS
Neither the adoption of this Plan nor the grant of any Deferred Stock Units, nor
ownership Deferred Stock Units or Shares shall be deemed or construed to
obligate the Company to continue the appointment or engagement of any
Participant as a director or otherwise for any particular period. The Deferred
Stock Units and the Shares acquired pursuant to the settlement of such Deferred
Stock Units are a matter of separate inducement and are not in lieu of any
compensation for services. No Deferred Stock Unit confers upon any Participant
any rights as a stockholder of the Company prior to the date on which the
Participant fulfills all conditions for receipt of such rights.
13. INDEMNIFICATION OF COMMITTEE
No member or agent of the Committee shall be personally liable for any action,
determination or interpretation made with respect to the Plan and each member of
the Committee shall be indemnified by the Company to the fullest extent
permitted by Delaware law and the governing instruments of the Company.
14. AMENDMENT OR TERMINATION OF PLAN
The Committee may amend or terminate this Plan at any time, but no such action
shall reduce the number of Shares subject to the then outstanding Deferred Stock
Units granted to any Participant
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or adversely to the Participant change the terms and conditions of outstanding
Deferred Stock Units without the Participant's consent (or if the Participant is
not alive, the consent of the affected beneficiary of the Participant); provided
that adjustments pursuant to Section 6 shall not be subject to the foregoing
limitations of this Section 14. Without limitation on the foregoing, this Plan
may be terminated prior to any Grant Date and no Deferred Stock Units shall be
granted on such Grant Date or any subsequent Grant Date.
15. EFFECTIVE DATE
The Plan became effective as of March 28, 2001.
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