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EXHIBIT 10.30
AGREEMENT
AGREEMENT, effective as of September 1, 2001 (the "Agreement") among
Steven R. Schwarz ("Executive"), Vicki Schwarz ("Spouse"), United Stationers
Inc. (the "Company") and United Stationers Supply Co. ("Supply").
WHEREAS, the Executive, the Company and Supply are parties to an
Employment Agreement, dated as of June 1, 1997, pursuant to which the Company
and Supply have employed the Executive as Executive Vice President (the
"Employment Agreement");
WHEREAS, the parties desire to terminate the Employment Agreement and
Executive's employment with the Company and Supply; and
WHEREAS, the parties desire that certain provisions of the Employment
Agreement, as amended hereby, remain in full force and effect, as set forth in
this Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants,
agreements, promises set forth herein, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged,
Executive, Spouse, the Company and Supply hereby agree as follows:
1. TERMINATION: The Executive hereby resigns from his employment with
the Company and Supply as of the date of this Agreement (the "Termination
Date"). Executive agrees that through and including the Termination Date,
Executive has used all accrued vacation time that the Executive was entitled to
take through such date. Executive further agrees to and does hereby resign
effective as of the Termination Date from any other appointments or positions
which he may hold with the Company or any of its direct or indirect
subsidiaries, including without limitation, his position as an officer or
director of the Company and each of its direct or indirect subsidiaries.
Executive agrees to execute all further documents which the Company may request
of him to effectuate such resignations.
2. TERMINATION PAYMENT: (a) In connection with such termination of
employment and the execution of this Agreement, the Executive will be paid the
amount of $1,442,196, which is equal to two times the sum of (i) the Executive's
current base salary of $400,000 per year, plus (ii) the Executive's 2000 bonus
of $321,098 payable under the Company's Management Incentive Plan (hereinafter
"Severance Amount"). The Severance Amount will be paid in equal semi-monthly
installments over two years, beginning as of September 1, 2001 and ending on
September 1, 2003. In each case, payments will be made less any applicable
deductions or other amounts to be withheld.
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(b) Until the earlier of September 1, 2003 or the time Executive
receives at least equivalent coverage (determined on a coverage by coverage
basis) from or in connection with a subsequent employer, Executive will be
entitled to health care coverage for himself, his spouse and his eligible
dependents under the group health plan as in effect from time to time and group
term life insurance (currently in the coverage amount of $1,000,000) under the
same terms as though the Executive were still an employee. Notwithstanding the
prior sentence, if Executive is precluded from continuing participation in any
such program or arrangement, or if his Spouse and/or his eligible dependents are
precluded from coverage under any such plan or arrangement due to the fact that
Executive is no longer an employee of the Company and/or Supply, Executive shall
be provided with the after-tax economic equivalent of the benefits to be
provided under such plan or arrangement in which he, his Spouse and/or his
eligible dependents are unable to participate until the time such coverage would
have ended pursuant to the preceding sentence. Such after-tax economic
equivalent payment (determined by the Company as the lowest cost that would be
incurred by Executive in obtaining a comparable benefit on a non-group basis)
will be made quarterly in advance.
(c) To the extent permitted by the Company's group health plan as in
effect from time to time and any insurers of such plan (other than limitations
imposed unilaterally by such insurers as a result of any bad faith actions aimed
at Executive taken by the Company or Supply), the Company or Supply will provide
health care coverage under the group health plan as in effect from time to time
after the entitlement to group health coverage under subsection (b) expires to
the Executive until he reaches age 65, his Spouse until she reaches age 65 and
each of his eligible dependents until such eligible dependent reaches age 21. To
receive such coverage, the COBRA premium amount (as determined under Section
4980B(f)(4) of the Internal Revenue Code of 1986, as amended through the date
hereof) as determined by the Company must be paid on an annual basis in advance
by the Executive, Spouse and eligible dependents, as applicable.
(d) Effective as of the date hereof, subject to the foregoing, all
benefits under all other Company plans, programs and/or arrangements will
terminate, except that Executive will be entitled to his vested benefits under
the United Stationers Pension Plan, the United Stationers Inc. 401(k) Savings
Plan and United Stationers Supply Co.'s Deferred Compensation Plan and may have
continuation or conversion rights under the voluntary contributory term life
insurance and accident insurance. Executive agrees that the review of such
insurance coverage, and any action to continue, or exercise conversion rights in
respect of, such coverage is his sole responsibility and that neither the
Company nor any direct or indirect subsidiary thereof shall have any liability
or responsibility to Executive in connection therewith.
(e) The Company also agrees to reimburse Executive within thirty days
of the Termination Date, amounts owed for business related expenses that were
incurred by the Executive in accordance with the reimbursement policy of the
Company.
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3. OPTIONS: All vested options held by the Executive for the purchase
of the Company's common stock will remain vested and exercisable in accordance
with their terms until expiration under the respective stock option agreements
under which they were granted (including the termination of employment
provisions thereof), at which time they will lapse and be of no further force or
effect, except to the extent previously exercised. The Executive's date of
termination of employment for purposes of determining vesting and expiration
under such stock option grants shall be the date of this Agreement. The
Executive acknowledges and agrees that options to purchase 503,600 shares of
Company common stock have not vested and will lapse and be of no further force
or effect as of the date hereof and, other than vested stock options held by the
Executive on the date of this Agreement (and only to the extent of the
respective terms thereof), Executive shall have no further right with respect to
any options or other equity-based compensation award of the Company.
Executive acknowledges and agrees that he will remain an "affiliate"
of the Company for purposes of Rule 144 promulgated under the Securities Act of
1933, as amended, for a period of three months following termination of his
employment and that, prior to any sale of any Company common stock, he must
otherwise comply with the requirements of Rule 144. In addition Executive
acknowledges that he will not buy or sell any securities of the Company during
any period in which he is privy to material information not generally disclosed
to the public.
4. RETURN OF ITEMS AND DOCUMENTS: Executive agrees that he will return
to the Company, not later than 24 hours following the execution of this
Agreement, all Company property, including but without limitation, (I) the
automobile leased for his use by the Company; (2) the computer, cellular
telephone, pager, dicta-phone, and all other business equipment provided for his
use by the Company; and (3) all originals and all copies of documents, notes,
computer discs, tapes or other tangible information of any sort which he has in
his possession or under his custody or control that are the property of the
Company or any of its direct or indirect subsidiaries or that relate in any
manner to his duties at the Company or Supply, which are not otherwise available
to the public, and will not retain any copies of such matter. The materials
required to be returned pursuant to this paragraph 4(3) shall not include
personal correspondence that does not relate to the Company, its direct or
indirect subsidiaries or any of its businesses.
5. WITHHOLDING: The payments and benefits set forth in paragraph 2 and
3 shall be subject to applicable federal, state and local withholding taxes and
to any withholding that would be applicable were Executive an employee of the
Company. Executive agrees that, to the extent that any individual Federal or
State taxes of any kind may be due as a result of any such payment to Executive,
Executive shall be solely responsible for such taxes and wilt indemnify, defend,
and hold harmless the Company and Supply in the event there is any claim against
the Company and/or Supply for such taxes.
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6. GENERAL RELEASE AND COVENANT NOT TO SUE:
(a) The Executive and Spouse, on behalf of themselves, their
attorneys, heirs, executors, administrators and assigns (together the "Executive
Parties"), hereby generally release and forever discharge the Company, Supply
and their respective predecessors, successors, assigns, parents, subsidiaries
and affiliates and their respective past and present shareholders, directors,
officers, employees, agents, representatives, principals, insurers and attorneys
(together the "Company Parties") from any and all claims, demands, liabilities,
suits, damages, losses, expenses, attorneys' fees, obligations or causes of
action, known or unknown of any kind and every nature whatsoever, and whether or
not accrued or matured, which any of them may have, arising out of or relating
to (A) any transaction, dealing, relationship, conduct, act or omission, or any
other matters or things occurring or existing at any time prior to and including
the Termination Date, including but not limited to the Executive's employment by
the Company or Supply or his services as an officer or employee of the Company
or its direct or indirect subsidiaries, or otherwise relating to the termination
of such employment or services, and any claim against the Company or Supply
based on, relating to or arising under wrongful discharge, breach of contract
(whether oral or written), tort, fraud, defamation, negligence, promissory
estoppel, Title VII of the Civil Rights Act of 1964, as amended, any other civil
or human rights law, Americans With Disabilities Act, Employee Retirement Income
Security Act of 1974, as amended, or any other Federal, State or local law
relating to employment or discrimination in employment or otherwise, PROVIDED,
HOWEVER, that such General Release will not limit or release (i) Executive s
rights under this Agreement (including hut not limited to the provisions of the
Employment Agreement incorporated herein), (ii) Executive's rights to
indemnification from the Company in respect of his services as an officer or
director of the Company or any of its direct or indirect subsidiaries as
provided by law or the Certificate of Incorporation or Bylaws (or like
constitutive documents) of the Company or any direct or indirect subsidiary
thereof, or (iii) except as set forth herein, Executive's contractual rights
under any Stock Option Agreement that is in effect with respect to Stock Options
that have been granted to Executive prior to the Termination Date. The Executive
and Spouse, on behalf of themselves and the Executive Parties, hereby covenant
forever not to assert, file, prosecute, commence or institute (or sponsor or
purposely facilitate any person in connection with the foregoing) any complaint
or lawsuit or any legal, equitable or administrative proceeding of any nature,
against any of the Company Parties in connection with any matter released in
this paragraph 6, and represent and warrant that no other person or entity has
initiated or, to the extent within his or her control, will initiate any such
proceeding on his, her or their behalf.
(b) The Company, on its own behalf and on behalf of the
Company Parties, hereby generally release and forever discharge the Executive
Parties from any and all claims, demands, liabilities, suits, damages, losses,
expenses, attorneys' fees, obligations or causes of action, known or unknown of
any kind and every nature whatsoever, and whether or not accrued or matured,
which any of them may have, arising
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out of or relating to any transaction,dealing, relationship, conduct, act or
omission, or any other matters or things occurring or existing at any
time prior to and including the Termination Date, including but not limited to
the Executive's employment by the Company or Supply or his services as an
officer or employee of the Company or its direct or indirect subsidiaries, or
otherwise relating to the termination of such employment or services; PROVIDED,
HOWEVER, that such General Release will not limit or release (i) the Company's
or Supply's rights under this Agreement including those provisions of the
Employment Agreement incorporated herein by reference, as amended hereby, (ii)
the Company's or Supply's rights against Executive with respect to any
fraudulent or criminal activity or (iii) the Company's rights under any Stock
Option Agreement that is in effect with respect to stock options that have been
granted to Executive prior to the Termination Date. The Company, on behalf of
itself and the Company Parties, hereby covenants forever not to assert, file,
prosecute, commence or institute (or sponsor or purposely facilitate any person
in connection with the foregoing) any complaint or lawsuit or any legal,
equitable or administrative proceeding of any nature, against any of the
Executive Parties in connection with any matter released in this paragraph 6,
and represents and warrants that no other person or entity has initiated or will
initiate any such proceeding on their behalf.
7. NON-DISPARAGEMENT: (a) Executive and Spouse shall not, directly
or indirectly, make or cause to be made and shall cause the officers, directors,
employees, agents and representatives of any entity or person controlled by
Executive or Spouse not to make or cause to be made, any disparaging,
denigrating, derogatory or other negative, misleading or false statement orally
or in writing to any person or entity, including members of the investment
community, press, and customers, competitors and advisors to the Company or
Supply, about the Company, Supply, its or their respective parents, subsidiaries
or affiliates, its or their respective officers or members of its or their
Boards of Directors, or the business strategy or plans, policies, practices or
operations of the Company or Supply, or of its or their respective parents,
subsidiaries or affiliates. Executive acknowledges and agrees that any written
or oral contacts with customers or suppliers of the Company on behalf of the
Company shall be made by Executive in good faith in accordance with the terms of
this Section 7(a) and in the best interest of the Company and its subsidiaries.
(b) The Company and Supply shall not, directly or indirectly, make or
cause to be made and shall cause the officers, directors, employees, agents and
representatives of any entity or person controlled by the Company or Supply not
to make or cause to be made, any disparaging, denigrating, derogatory or other
negative, misleading or false statement orally or in writing to any person or
entity about the Executive. In addition, the Company and Supply agree that, upon
request, they shall cause their respective officers, directors and employees to
provide references to potential employers on behalf of the Executive that are
not disparaging, denigrating, derogatory, negative or false, and shall negotiate
in good faith with Executive a mutually agreeable response to those requests.
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8. STANDSTILL: Executive agrees that, for a period of two years from
the date of this Agreement, neither Executive, Spouse nor any of Executive's or
Spouse's affiliates will (or will cause or assist others to), without the prior
written consent of the Company or its Board of Directors: (i) acquire, offer to
acquire, or agree to acquire, directly or indirectly, by purchase or otherwise,
more than 1.0% of the voting securities or direct or indirect rights to acquire
more than 1.0% of the voting securities of and issued by, the Company or direct
or indirect any parent or subsidiary thereof, or of any Successor (as defined
below), or any assets of the Company or any parent or direct or indirect
subsidiary or division thereof or of any such Successor, which may be
outstanding on the date hereof or subsequently issued during such two year
period; (ii) make or any in way participate in, directly or indirectly, any
"solicitation" of "proxies" (as such terms are used in the rules of the
Securities Exchange Commission) to vote or seek to advise or influence any
person or entity with respect to the voting of, any voting securities of the
Company (or any parent or direct or indirect subsidiary thereof); (iii) make any
public announcement with respect to, or submit a proposal for, or offer of (with
or without conditions) any extraordinary transaction involving the Company (or
any parent or direct or indirect subsidiary thereof) or its (or their)
securities or assets; (iv) form, join or in any way participate in a "group" (as
defined in Section l3(d)(3) of the Securities Exchange Act of 1934, as amended)
in connection with any of the foregoing; (v) otherwise act, alone or in concert
with others, to seek control or influence the management, Board of Directors or
policies of the Company (or any parent or direct or indirect subsidiary
thereof); (vi) disclose any intention, plan or arrangement inconsistent with the
foregoing; (vii) advise, assist or encourage any other persons in connection
with any of the foregoing, or (viii) contact, discuss with, make comments to or
otherwise provide information to, any analysts, major stockholders, reporters or
other members of the media respecting the Company (or its parents or direct or
indirect subsidiaries), or its (or their) plans. Executive and Spouse also agree
during such period not to request the Company or any of its representatives,
directly or indirectly, to amend or waive any provision of this paragraph
(including this sentence) or take any action which might require the Company to
make a public announcement regarding the possibility of an extraordinary
transaction involving the Company or its securities or assets. Notwithstanding
the foregoing, Executive and Spouse shall be entitled to receive and own all
securities distributed in respect of, or issued in exchange for, any voting
securities owned by them which were not acquired in violation of this Agreement.
As used herein, "Successor" shall mean any entity which in a transaction
succeeds to substantially all of the Company's assets or which acquires
substantially all of its stock so long as, in either case, holders of a majority
of the Company's voting securities immediately prior to such transaction
beneficially own a majority of the voting securities of such entity immediately
thereafter.
9. COOPERATION: Executive agrees to cooperate with the Company as
reasonably directed by the Company by responding to questions, depositions,
administrative proceedings and court hearings, executing documents, and
cooperating with the Company and its accountants and legal counsel with respect
to business issues,
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and/or claims and litigation of which he has personal or corporate knowledge.
Executive further agrees, except as required by subpoena or other applicable
legal process (after the Company has been given reasonable notice and
opportunity to seek relief from such requirement) to maintain, in
strictconfidence, any information of which he has knowledge regarding current
and/or future claims, administrative proceedings and litigation. Executive
agrees,except as required by subpoena or other applicable legal process (after
the Company has been given reasonable notice and opportunity to seek relief from
such requirement) not to communicate with any party(ies), their legal counsel or
others adverse to the Company, Supply and/or any of their direct or indirect
subsidiaries in any such claims, administrative proceedings or litigation except
through the Company's designated legal counsel. Executive also shall make
himself available at reasonable times and upon reasonable notice to answer
questions or provide other information within his possession and requested by
the Company relating to the Company, its subsidiaries and/or their respective
operations in order to facilitate the smooth transition of Executive's duties to
his successor. The Company shall reimburse Executive for any documented
out-of-pocket expenses, including but not limited to reasonable legal fees,
reasonably incurred by Executive in complying with this paragraph 9. To the
extent Executive's services are required pursuant to this paragraph for any
extended period, the Company will pay to Executive a per diem amount calculated
based on Executive's annual base salary in effect immediately prior to the
Termination Date.
10. MAIL: The Company may open and answer, and authorize others to
open and answer, all mail, communications, and other correspondence addressed to
Executive at the Company, Supply or any of their respective direct or indirect
subsidiaries (excluding any such mail, communications or correspondence clearly
marked "personal and confidential"), and Executive shall promptly refer to the
Company all inquiries, mail, communications, and correspondence received by him
relating to the Company, Supply or any of their respective direct or indirect
subsidiaries or to Executive's employment with the Company, Supply or any of
their respective direct or indirect subsidiaries. If any such mail,
communications or correspondence received by the Company includes any threat of
any claim against Executive personally, the Company shall promptly notify
Executive thereof.
11. NOTICES: Any notice required or permitted by this Agreement
shall be in writing, sent by registered or certified mail, return receipt
requested, addressed to the Board of Directors, the Company and Supply at the
Company's then principal office,or to the Executive at the address set forth on
the signature page hereof, as the case may be, or to such other address or
addresses as any party hereto may from time to time specify in writing for the
purpose in a notice given to the other parties in compliance with this paragraph
11. Notices shall be deemed given when received.
12. CERTAIN ACKNOWLEDGMENTS: Executive and Spouse acknowledge that
before entering into this Agreement they have had the opportunity to consult
with any attorney or other advisor of their choice, and have done so, and have
not relied in
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connection herewith on legal counsel for the Company. Executive and Spouse
acknowledge that they have entered into this Agreement of their own free will,
and that no promises or representations have been made to them by any person to
induce them to enter into this Agreement other than the terms expressly set
forth herein.
13. REPRESENTATIONS BY THE COMPANY AND SUPPLY: Each of the Company and
Supply represents and warrants to Executive that (i) it has the corporate power
and authority to enter into this Agreement and to carry out its respective
obligations hereunder; (ii) the execution, delivery and performance of this
Agreement by it and the consummation of the transactions contemplated hereby
have been duly authorized by all necessary action on the part of the Company or
Supply, as appropriate; and (iii) this Agreement is a valid and binding
obligation of each of the Company and Supply, enforceable against it in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium, and other laws now or
hereafter in effect relating to the enforcement of creditors' rights generally.
14. PRIOR AGREEMENTS: WITH THE EXCEPTION OF CERTAIN PROVISIONS OF THE
EMPLOYMENT AGREEMENT TO WHICH PARAGRAPH 15 OF THIS AGREEMENT SPECIFICALLY REFERS
AND THE PROVISIONS OF ANY STOCK OPTION AGREEMENT THAT IS IN EFFECT WITH RESPECT
TO STOCK OPTIONS THAT HAVE BEEN GRANTED TO EXECUTIVE PRIOR TO THE TERMINATION
DATE, this Agreement replaces the whole of all agreements and understandings of
any sort or character between the parties concerning the subject matter of this
Agreement and any other dealings between the parties, and supersedes all prior
negotiations, discussions, or agreements of any sort whatsoever relating to the
subject matter hereof or any claims that might have ever been made by one party
against any opposing party to this Agreement. There are no representations,
agreements, or inducements except as set forth expressly and specifically in
this Agreement. Further, except as expressly set forth herein, all prior
employment contracts, if any, between the parties are superseded by this
Agreement. THERE ARE NO UNWRITTEN, ORAL, OR VERBAL UNDERSTANDINGS, AGREEMENTS,
OR REPRESENTATIONS OF ANY SORT WHATSOEVER, IT BEING STIPULATED THAT THE RIGHTS
OF THE PARTIES SHALL BE GOVERNED EXCLUSIVELY BY THIS AGREEMENT.
15. SURVIVAL OF OTHER EMPLOYMENT AGREEMENT PROVISIONS: The provisions
of Employment Agreement Sections 12, 13, 14, and 21, which are attached hereto
and incorporated herein by reference, shall survive the Termination Date and
shall continue in full foree and effect; PROVIDED, HOWEVER, that Section 13(c)
shall be amended by adding the letter "(A)" immediately following the word
"indirectly," and before the word "solicit" and adding the following to the end
of such sentence:
1. "or (B) hire or employ, or encourage any person affiliated (by
means of employment, partnership, ownership or otherwise) with the
Executive to
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hire or employ, any person who is employed by the Company, Supply or any of
their subsidiaries; PROVIDED, HOWEVER, that the foregoing limitation will
not apply to employees of the Company, Supply or any of their subsidiaries
who terminated their employment from the Company, Supply or any of their
subsidiaries before July 8, 2001."
For purposes of the preceding sentence, the terms "hire or employ" shall include
by any means, direct or indirect, including, without limitation, as a
consultant, advisor or agent. Executive affirms and acknowledges his obligations
of confidentiality and his obligations not to compete with the Company or its
direct or indirect subsidiaries or to solicit any employee of Company or its
direct or indirect subsidiaries or their customers as set forth in Sections 12
and 13 (as amended hereby) respectively of the Employment Agreement. Except as
specifically described herein, all of Executive's rights and obligations under
the Employment Agreement are extinguished upon the effectiveness of this
Agreement.
16. MODIFICATION: This Agreement may not be modified or amended except
in writing signed by the parties. No term or condition of this Agreement will be
deemed to have been waived except in writing by the party charged with waiver. A
waiver shall operate only as to the specific term or condition waived and will
not constitute a waiver for the future or act on anything other than that which
is specifically waived.
17. MATERIAL BREACH. Without limiting any rights on the part of the
Company and/or Supply with respect to the breach by Executive of any other
provision of this Agreement, any breach on the part of Executive and/or Spouse,
if applicable, of any provision of paragraphs 7, 8 , 9 or 10, or any breach by
Executive of any provision of Section 12 or 13 of the Employment Agreement
(which provisions survive the execution and delivery of this Agreement and are
incorporated into this Agreement pursuant to paragraph 15, to the extent amended
hereby), is stipulated to be a material breach of this Agreement and, upon the
good faith determination of such a breach hereunder by the Board of Directors of
the Company, entitles the Company and/or Supply upon written notice ("Notice of
Breach") to the Executive delineating the details of such alleged breach and
after giving the Executive 30 days thereafter in which to cure the same and,
Executive has failed to do so to the reasonable satisfaction of the Board of
Directors of the Company, to immediately stop any payments or benefits due to
Executive under this Agreement and/or to pursue any relief to which the Company
and/or Supply may be entitled; PROVIDED, HOWEVER, if a court of competent
jurisdiction determines by its final and appealable order that Executive did not
materially breach the referenced provisions of this Agreement or the Employment
Agreement as delineated by the Company or Supply in the Notice of Breach, the
Company shall upon demand of the Executive, immediately pay to Executive two
times the amount of all sums so withheld calculated from the date such
withholding began until paid, together with an amount equal to Executive's fees
for attorneys incurred by Executive in connection with any such proceeding.
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18. COUNTERPARTS: This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument. Any counterpart of this Agreement
that has attached to it separate signature pages which together contain the
signature of all parties hereto shall for all purposes be deemed a fully
executed original. Facsimile signatures shall constitute original signatures.
19. SUCCESSORS AND ASSIGNS: All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and to their respective successors and permitted assigns. Neither this Agreement
nor any rights or obligations hereunder may be assigned by the Executive, other
than by will or the laws of descent or distribution.
20. SEVERABILITY: All provisions of this Agreement are intended to be
severable. In the event any provision or restriction contained herein is held to
be invalid or unenforceable in any respect, in whole or in part, such finding
shall in no way affect the validity or enforceability of any other provision of
this Agreement. The parties hereto further agree that any such invalid or
unenforceable provision shall be deemed modified so that it shall be enforced to
the greatest extent permissible under law, and to the extent that any court or
arbitrator of competent jurisdiction determines any restriction herein to be
unreasonable in any respect, such court or arbitrator may limit this Agreement
to render it reasonable in the light of the circumstances in which it was
entered into and specifically enforce this Agreement as limited.
21. INDEMNIFICATION: Executive and Spouse agree, warrant, and represent to
the Company and Supply that Executive and Spouse have full express authority to
settle all claims and demands that are the subject of paragraph 6 of this
Agreement and that neither Executive nor Spouse has given or made any assignment
to anyone, including Executive's or Spouse's family or legal counsel of any
claims against any person or entity associated with the Company or any Company
Parties. To the extent that any claim related to this Agreement may be brought
by persons or entities claiming by, through, or under Executive, Spouse, their
respective heirs, successors, or assigns, then Executive further agrees to
indemnify, defend, and hold harmless the Company or any Company Party, its
agents and its successors from any lawsuit, judgment, or settlement arising from
such claims. Executive and Spouse further hereby assign to the Company all
claims and causes of action covered by paragraph 6. Notwithstanding the
foregoing, Executive shall be entitled to the benefits of the Company's
Certificate of Incorporation and any applicable directors' and officers'
insurance policy to the extent that such Certificate of Incorporation or policy
covers acts or omissions on behalf of the Company or any of its subsidiaries in
the Executive's capacity as an officer of the Company during any period covered
thereby while Executive was an officer of the Company and for which Executive
would be entitled to such indemnification or insurance coverage in accordance
with the terms thereof or applicable law.
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22. INJUNCTION: Executive and Spouse hereby expressly acknowledge that
any breach or threatened breach by either of them of any of their obligations
set forth in paragraph 7 (Non-Disparagement), or any breach or threatened breach
by Executive of Sections 12 or 13 of the Employment Agreement (the provisions of
which shall survive the execution and delivery of this Agreement and which are
incorporated herein, to the extent amended hereby), may result in significant
and continuing injury and irreparable harm to the Company and Supply, the
monetary value of which would be impossible to establish. Additionally, the
Company hereby expressly acknowledges that any breach or threatened breach by
the Company of any of its obligations under paragraph 7 (Non-Disparagement), may
result in significant and continuing injury and irreparable harm to the
Executive, the monetary value of which would be impossible to establish.
Therefore, Executive and Spouse agree that the Company and Supply shall be
entitled to injunctive relief in a court of appropriate jurisdiction with
respect to such provisions, and the Company agrees that Executive shall be
entitled to injunctive relief in a court of appropriate jurisdiction with
respect to such provision, in each case as applicable. Attorneys' fees with
respect to any action seeking injunctive relief shall be paid by the party
against whom such relief is sought (if such action is successful) or by the
party seeking such relief (if such action is unsuccessful). Executive and Spouse
further agree that this provision is a material inducement to the Company and
Supply entering into this Agreement.
23. FACILITY OF PAYMENT: All cash payments to be made by the Company to or
on behalf of Executive hereunder shall bean obligation of and made by Supply.
24. CHOICE OF LAW: This Agreement, including but not limited to
the provisions of the Employment Agreement that are incorporated herein, shall
be governed by and construed in accordance with the laws of the State of
Illinois (without giving effect to principles of conflict of laws).
25. NO RIGHT TO ADDITIONAL COMPENSATION: Except as expressly provided
in this Agreement, neither the Company, Supply or any of their respective
predecessors, successors, assigns or affiliates shall have any further
obligation to Executive or Spouse in connection with the Employment Agreement or
Executive's employment by the Company, Supply or any of their respective direct
or indirect subsidiaries, including but not limited to severance, compensation
(including but not limited to deferred compensation, employment contracts, stock
options, bonuses and commissions), health insurance, life insurance, disability
insurance, club dues, vehicle allowances, vacation pay, sick pay and any similar
obligations.
26. NO ADMISSION: The parties agree that by entering into this Agreement,
no party admits to having engaged in any unlawful, wrongful or unconscionable
conduct, any such conduct being expressly denied.
27. CONSTRUCTION: The parties agree that this Agreement was negotiated by
the parties and shall not be construed against any party.
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28. PUBLIC ANNOUNCEMENT: The parties hereto agree that Executive shall
be given prior notice of press releases or other public statements regarding the
Executive's termination of employment with the Company and Supply and a
commercially reasonable opportunity to review and comment on such statement;
PROVIDED, HOWEVER, that nothing in this Section 28 shall limit the Company's and
Supply's ability to issue any press release or public statement deemed in good
faith by the Board of Directors of the Company necessary to comply with
applicable law or the rules or regulations of any national stock exchange or
interdealer quotation system on which the securities of the Company and/or
Supply are then listed or traded.
[The remainder of this page is intentionally left blank.]
12
<Page>
IN WITNESS WHEREOF, the Company and Supply have caused this Agreement
to be executed in their respective corporate names by an officer thereof
thereunto duly authorized, and Executive and Spouse have hereunto set their
hands, as of the day and year first above written.
UNITED STATIONERS INC.
By: /s/ Susan Maloney Meyer
------------------------------
Name:
Title: SUSAN MALONEY MEYER
SENIOR VICE PRESIDENT
GENERAL COUNSEL,
AND SECRETARY
UNITED STATIONERS SUPPLY CO.
By: /s/ Roy T. Helton
-------------------------------
Name: Roy T. Helton
Title: EVP/HR
/s/ Steven R. Schwarz
-------------------------------
Steven R. Schwarz
-------------------------------
Vicki Schwarz
<Page>
IN WITNESS WHEREOF, the Company and Supply have caused this Agreement
to be executed in their respective corporate names by an officer thereof
thereunto duly authorized, and Executive and Spouse have hereunto set their
hands, as of the day and year first above written.
UNITED STATIONERS INC.
By:
------------------------------
Name:
Title:
UNITED STATIONERS SUPPLY CO.
By:
-------------------------------
Name:
Title:
----------------------------------
[EXECUTIVE]
/s/ Vicki L. Schwarz
-------------------------------
[SPOUSE]