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EXHIBIT 10.32
[UNITED STATIONERS LOGO]
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EXECUTIVE OFFICES
2200 E. GOLF ROAD
DES Plaines, IL 60016-1267
708/699-5000
February 13, 1995
Mr. Ergin Uskup
1910 S. Ridge Road
Lake Forest, Illinois 60045
Dear Ergin:
This letter supplements and, where inconsistent, supercedes the prior
correspondence dated January 7, 1994, February 10, 1994 and October 19, 1994
between you and Bob Cornell.
It is contemplated that United Stationers Inc. may enter into a transaction
with Associated Holdings, Inc. which would result in a Change in Control of the
Company. It is in the best interests of the Company and its stockholders that
you continue to concentrate on the conduct of the business of the Company, and
be encouraged to maintain your employment relationship with United Stationers
Supply Co. after the Change in Control. (United Stationers Inc. and United
Stationers Supply Co. are referred to in this letter collectively as the
"Company")
The Company desires to amend the prior correspondence to provide
appropriate incentives for you to continue to perform your duties and
responsibilities, thereby promoting the stability of the business of the Company
both before and after the Change in Control.
Therefore, the Company agrees, upon your acceptance of the terms and
conditions in this letter, that in the event of a Change in Control on or before
December 31, 1995, the prior correspondence referred to above shall be
supplemented and/or changed as follows:
1. EFFECTIVE DATE. This letter agreement shall become effective on the date the
Change in Control occurs.
2. FIRST YEAR SEVERANCE PAYMENT. If, prior to the first anniversary of the
Change in Control, your employment is terminated by you for good reason (as
defined in paragraph 6 below) or by the Company for any reason other than for
cause (as defined in paragraph 7 below), you will be entitled to receive and the
Company shall pay you a Severance Payment in the amount of THREE HUNDRED FIFTY
THOUSAND DOLLARS ($350,000.00). This First Year Severance Payment shall be
payable in an initial installment of $151,820.77, and 23 equal monthly
installments each in an amount of $8,616.49.
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3. STAY BONUS. Provided you are still employed on the first anniversary of the
date of the Change in Control, you will be entitled to receive the sum of ONE
HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($175,000.00) payable in an initial
installment of $80,218.64 and 11 equal monthly installments each in the amount
of $8,616.49, commencing within one month after the date you become entitled
thereto..
4. CONTINUING SEVERANCE BENEFIT. If your employment is terminated by you for
good reason (as defined in paragraph 6 below), or by the Company other than for
cause (as defined in paragraph 7 below), at any time after the first anniversary
of the Change in Control, you will be entitled to receive and the Company shall
pay to you a severance benefit in the amount of ONE HUNDRED SEVENTY-FIVE
THOUSAND DOLLARS ($175,000.00), payable in 12 equal monthly installments of
$14,583.34 each commencing within one month after the date you become entitled
thereto.
5. TIMING OF AND CONDITIONS FOR PAYMENTS. Payments payable hereunder for First
Year Severance Payments or Continuing Severance Payments will commence no later
than the first day of the month following: (a) the date on which your employment
with the Company terminates and (b) the expiration of the seven-day rescission
period following the execution and delivery of the Release and Agreement
attached hereto as Exhibit A. Payments payable hereunder for the Stay Bonus will
commence no later than the first day of the month following the execution and
delivery of the Release and Agreement attached hereto as Exhibit A. The
execution and delivery of the Release are conditions precedent to your
entitlement to any such payments.
6. TERMINATION FOR GOOD REASON. "Good reason", for which you may terminate your
employment immediately upon written notice to the Company, shall mean:
(a) the reduction of your salary;
(b) any material change in your duties which has the effect of
materially reducing your status within the Company;
(c) during the first year after the Change in Control, your exclusion
from, or the diminution of your participation in, any profit
sharing, pension, incentive compensation, supplemental benefit or
other deferred compensation plans to which you were entitled
immediately preceding the date on which the Change in Control
occurred;
(d) during the first year after the Change in Control, any material
diminution in the fringe benefits as enjoyed by you immediately
preceding the date on which the Change in Control occurred;
(e) any relocation of the Company's headquarters outside of the Chicago
metropolitan area; or
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(f) the breach by the Company of any of its covenants or obligations
under this agreement.
If your employment is terminated by you for good reason prior to the first
anniversary of the Change in Control, you shall be entitled to the First Year
Severance Payment. If your employment is terminated by you for good reason on or
after the first anniversary of the Change in Control, you shall be entitled to
the Continuing Severance Benefit.
7. TERMINATION FOR CAUSE. The Company may terminate your employment immediately
upon written notice to you of any breach of any fiduciary duty owed by you to
the Company, including, without limitation, engaging in directly competitive
acts while employed by the Company.
If your employment is terminated by the Company for cause, you shall not be
entitled to the First Year Severance Payment, the Stay Bonus or the Continuing
Severance Payment.
8. CHANGE IN CONTROL. For purposes of this Agreement, "Change in Control" means
a change in control resulting from an acquisition of USI, whether by
amalgamation, consolidation, merger or acquisition of stock, pursuant to which
any person or firm, or its or their affiliates (as defined in Rule 12b-2 under
the Securities Exchange Act of 1934) becomes the owner of more than fifty
percent (50%) of the outstanding stock of USI either in value or voting power.
9. MEDICAL BENEFITS. The Company makes the following covenants to you with
respect to your medical benefits:
(a) In the event the United Stationers Medical Plan ("Plan") remains in
effect and your employment with the Company terminates for any reason, you (and
your covered dependents at the time of such termination of employment) shall be
entitled to continue to participate in the Plan until you attain age sixty-five
(65), and your spouse shall be entitled to continue to participate, in her own
right, in the Plan until she attains age sixty-five (65), under the same terms
and conditions applicable to persons who are provided coverage as active
employees under the Plan; provided, however, that a minimum $1,000,000
Comprehensive Medical Lifetime Maximum Payment shall remain applicable to you
(and your covered dependents at the time of your termination of employment).
(b) In the event of the termination of the Plan or any cessation of
coverage under the Plan not occurring in accordance with the terms of the Plan
as in effect on February 13, 1995 (the date any such event first occurs being
referred to as the "Coverage Cessation Date"), you shall be entitled to and the
Company shall pay to you TWO THOUSAND SEVEN HUNDRED DOLLARS ($2,700.00) per
month for the period commencing on the first day of the month following the
month in which the Coverage Cessation Date occurs and ending on the first to
occur of:
(i) the later of the date you or your spouse attains age sixty-five
(65);
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(ii) in the event of your death, the date your spouse attains age
sixty-five (65);
(iii) the end of the eighteen (18) month period commencing on the
Coverage Cessation Date; or
(iv) the third anniversary of the date on which the Change in
Control occurs.
(c) After the Coverage Cessation Date, the Company shall pay claims or
reimburse expenses for those medical expenses which are considered deductible
under section 213 of the Internal Revenue Code of 1986, as amended, or any
successor provision, (without regard to any applicable threshold for
deductibility) to you, subject to the following terms and conditions:
(i) you (or any of your covered dependents as of the Coverage
Cessation Date) are not covered by a medical plan maintained by
your then current employer or a medical plan maintained by the
employer of your spouse, or has exceeded the lifetime maximum
benefit provided in such plan;
(ii) payment of medical expenses or reimbursement for such claims
under this subsection (c) shall not in the aggregate exceed the
lesser of the following amounts:
(1) a maximum of $300,000 for you and all your dependents (on
an aggregate basis) as of the Coverage Cessation Date; or
(2) the amount by which $700,000 exceeds the aggregate amount
of all medical claims under this subsection (c) for the
group of Employees referred to as "Contract Officers"
under the Plan (including all covered dependents of such
Contract Officers as of the date of the Coverage
Cessation Date) prior to the date of the requested
payment by the Contract Officer; and
(iii) Reimbursement for such claims under this subsection shall be
made for the period commencing on the Coverage Cessation Date
and ending on the first to occur of:
(1) the later of the date you or your spouse attains age 65;
(2) in the event of your death, the date your spouse attains
age 65;
(3) the end of the 18 month period commencing on the Coverage
Cessation Date; or
(4) the third anniversary of the date on which the Change in
Control occurs.
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The coverage provided under this paragraph 9(c) shall be separate and in
addition to the coverage provided under paragraph 9(b) above.
10. BENEFITS TRUST. To secure the payment to you of the First Year Severance
Payment and the Stay Bonus provided in paragraphs 2 and 3 above, and the Medical
Benefits provided in paragraph 9 above, the Company will establish a trust to be
known as the USI Employee Benefits Trust (the "Trust") and provide for you to be
a beneficiary thereof. The Company will cause to be furnished to the trustee of
the Trust an irrevocable letter of credit, and the trust agreement will require
the trustee to draw on the letter of credit to pay the First Year Severance
Payment or the Stay Bonus, and the Medical Benefits at such time as you may
become entitled thereto. To receive distributions from the Trust, you shall
furnish the Trustee with any notices described in the trust agreement.
11. DISPUTE RESOLUTION. If the Company disputes your claim that good reason
exists for the termination of your employment pursuant to paragraph 6, or if you
dispute the Company's claim that cause exists for your termination pursuant to
paragraph 7, and the dispute cannot be resolved between the parties within 30
days, (a) the Trustee shall be notified and the parties shall follow the
procedures specified in the Trust Agreement, and (b) the dispute will be
submitted for arbitration in accordance with paragraph 12(a) below.
12. MISCELLANEOUS.
(a) ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, will be submitted for arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the Arbitrator(s) may be
entered in any court having jurisdiction thereof.
(b) NOTICES. All notices hereunder shall be given in writing and sent to
the party for whom intended by hand delivery or United States mail, postage
prepaid, addressed to the party for whom intended as follows:
If to the Company:
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016
Attention: President
If to you, at:
1910 S. Ridge Road
Lake Forest, Illinois 60045
or to such other persons or such other addresses as may be designated by written
notice served as provided herein.
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(c) ASSIGNMENT. All rights and benefits in this letter agreement are
personal to you and neither this agreement nor any of your rights or interests
herein may be voluntarily or involuntarily sold, transferred or assigned by you.
Any attempt by you to assign, transfer, pledge or otherwise dispose of any
benefits or rights or interests contrary to the foregoing provisions, or the
levy or attachment or similar process thereupon, shall be null and void and of
no effect and shall relieve the Company of all liabilities hereunder. This
agreement shall be binding upon, and inure to the benefit of the parties and
their respective heirs, personal representatives, successors and permitted
assigns.
(d) NOT AN EMPLOYMENT CONTRACT. Nothing in this letter shall confer upon
you any right to continue in the employ of the Company or interfere in any way
with the right of the Company at any time to terminate or modify' the terms and
conditions of employment.
(e) PRIOR CORRESPONDENCE. This letter supplements but does not replace the
prior correspondence referred to above between you and Bob Cornell relating to
your hiring and employment. Without limitation, the provisions of the
Confidentiality and Non-Competition Agreement dated January 7, 1994 remain in
full force and effect. To the extent any provisions of this letter may conflict
with any provisions of the prior correspondence, the provisions of this letter
shall control.
(f) ATTORNEY'S FEES. If you or your estate or designee prevail in any
action to enforce your rights under this letter agreement, you or they shall be
entitled to receive your or their attorney's fees, costs and expenses incurred
in enforcing your rights under this letter agreement.
If you agree with the terms of this letter, please sign the acknowledgement
copy below and return it to me.
Sincerely,
United Stationers Supply Co.
By:
Vice President, Secretary and
General Counsel
AGREED TO AND SIGNED
this 20TH day of MARCH, 1995.
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Ergin Uskup
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EXHIBIT A
Mr. Ergin Uskup.
1910 S. Ridge Road
Lake Forest, Illinois
Dear Ergin:
This sets forth the amount of and the conditions to your [Severance
Payment] [Stay Bonus] pursuant to our letter agreement dated February 13, 1995,
as a result of [your termination of employment on _______.] [your continued
employment through_____.]
1. After you sign and return this Agreement to me, the Company will pay you an
amount of [$350,000] [$175,000] payable in an initial installment of $
______________ paid within one month following [your severance] [the first
anniversary of the Change in Control], with 23 [11] equal monthly installments
in the amount of $ ___________ each thereafter.
2. In return for the Company's providing the payment described above, you agree
as follows:
A. RELEASE. You WAIVE and RELEASE the Company, its parent and any related
or affiliated entities and any predecessor entities to such entities, and each
of their officers, directors, employees, shareholders, agents, successors and
assigns (collectively, "Released Parties") from any claim, liability, cause of
action, damage or charge you have or may have against any of them which arises
out of anything occurring before you sign this Agreement, even those which you
do not know about or suspect that you may have. This includes, but is not
limited to, anything related to your employment or your separation from
employment, and extends to all possible claims, under federal, state or local
law, including, without limitation, any claims, if any, under the Age
Discrimination in Employment Act of 1967, Title Vll of the Civil Rights Act of
1964, the Civil Rights Acts of 1966 and of 1991, the Employment Retirement
Income Security Act of 1974, and the Americans with Disabilities Act of 1990.
(Of course, this Waiver and Release does not waive your right to receive the
[severance] payment described in Paragraph 1 above, or your right to receive
reimbursement for ordinary business expenses previously incurred, or for pending
medical or worker's compensation claims.)
B. CONFIDENTIALITY AND NON-COMPETITION. You acknowledge that the
provisions of your Confidentiality and Non-Compete Agreement dated January 7,
1994 shall remain in full force and effect and survive the termination of your
employment.
3. Should you violate any of the provisions of Paragraph 2, in addition to its
other remedies, the Company will be released from any obligation to make the
[severance] [Stay Bonus] payments under Paragraph 1, and you shall repay any
such payments previously made to you.
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Mr. Ergin Uskup
[Date]
Page 2
4. Should it be necessary for either party to sue to enforce rights hereunder,
the defaulting party will pay the prevailing party's expenses, including
attorneys' fees, in such litigation.
5. This Agreement takes the place of any oral or written promises, agreements or
understandings between the Company and you about any of the subjects of this
Agreement. This Agreement cannot be altered or amended except by written
agreements signed by both you and the President of the Company.
6. This Agreement shall be governed by Illinois law. If any provision is held
overbroad, invalid or unenforceable by a court, you agree to reduce the scope of
such provision as the court deems necessary or appropriate to permit its partial
enforcement.
7. You acknowledge that you have had ample opportunity to consider all of the
terms of this Agreement and to receive independent legal counsel; that you have
read and understand the Agreement and its legal effect; that no promise or
inducement was made to cause you to make this Agreement other than the severance
payment provided in Paragraph 1; and that you sign this Agreement of your own
free will based on your own decision. You also acknowledge that you have been
given 45 days to consider the terms of this Agreement before signing it, and you
understand that you may revoke it by providing me with written notice no later
than 7 days after you have signed it.
8. [insert required information for ADEA waiver at time waiver is delivered for
signature.]
Please consider all of the above very carefully, and contact me if you have any
questions or comments. If you agree with the terms of this Agreement, please
sign below and return the Agreement to me.
Sincerely,
United Stationers Supply Co. Agreed to and signed
This day of , 19
By:______________________ ___________________________
Its Ergin Uskup
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"UNITED STATIONERS SUPPLY CO." [logo]
[LETTERHEAD]
June 29, 2001
Mr.Ergin Uskup
1910 S. Ridge Road
Lake Forest, Illinois 60045
Dear Ergin:
This letter amends our letter agreement dated February 13, 1995, as
previously amended by the letter dated December 20, 1996 from Robert H. Cornell
to you ("Agreement").
You have agreed to resign your position with United Stationers Supply Co.
effective June 30, 2001 and assume the position of President of United
Stationers Technology Services LLC effective July 1, 2001 ("Transition"). As a
result of the Transition, there will be no change to you current title as Senior
Vice President of MIS and Chief Information Officer of United Stationers Inc.
This transfer to United Stationers Technology Services LLC will not
constitute "good reason" under Paragraph 6 of the Agreement and will not
otherwise entitle you to severance under the Agreement or otherwise. For
purposes of the Agreement, "Company" shall hereafter refer collectively to
United Stationers Inc., United Stationers Supply Co. and United Stationers
Technology Services LLC.
If you agree to this amendment, please execute the copy of this letter and
return it to me. We are very excited about your leading United Technology
Services LLC.
Sincerely,
/s/ Susan Maloney Meyer
Susan Maloney Meyer
Senior Vice President
General Counsel
Agreed and Accepted:
/s/ Ergin Uskup
Ergin Uskup
Date Signed:
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"UNITED STATIONERS SUPPLY CO." [logo]
[LETTERHEAD] A SUBSIDIARY OF UNITED STATIONERS INC.
February 7, 1996
PERSONAL & CONFIDENTIAL
Ergin Uskup
Corporate Office
Dear Ergin,
Tom Sturgess has agreed to provide you with an additional level of protection
regarding your retirement benefits, should a change of control occur in the
Company after the date of this letter.
Three events must take place before the provisions of this letter apply:
1) A change of control as defined in paragraph 8 of the letter from Otis
Halleen, dated February 13, 1995 must have occurred and;
2) Tom Sturgess must leave the employ of the Company at or after such change
of control and;
3) Absent cause, you must be (involuntarily) terminated from the Company
subsequent to events 1 and 2 above.
If the above events occur, the Company will, with regard to your retirement
benefit entitlement, give you credit in the retirement calculation for the loss
of Company service you will suffer as a result of your involuntary termination
from the date you are released to the date you would attain age 65 years. Your
eligible compensation for the years of service loss will be at your actual
compensation level at the time of your release, subject to the definition of
compensation under the Plan, not to exceed the allowable compensation permitted
under IRS regulations. This stipulation is necessary to establish the maximum
amount that may properly be provided from the Plan. It does not diminish the
Company's obligation to you regarding the $60,470 target as referenced in this
correspondence.
Finally, should the above scenarios occur, you will be entitled to a normal
retirement benefit at age 65 years from all sources of no less than $60,470,
such amount being the sum of entitlements due you from your deferred vested
Baxler pension; previous payments made to you from United Stationers during 1995
and final calculations to be made at the time of the above events. Should you
elect to take the payments earlier than age 65, the normal reductions of the
Company's retirement plan will apply. As necessary, you should refer to my prior
correspondence with you relating to your retirement arrangements with the
Company, i.e. correspondence dated 12/20/94 and 5/25/95.
Sincerely,
/s/ Robert H. Cornell
Robert H. Cornell
Vice President, Human Resources
RHC/pr
CC: T. Sturgess
O. Halleen
M. Giblin
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"UNITED STATIONERS SUPPLY CO." [logo]
[LETTERHEAD] A SUBSIDIARY OF UNITED STATIONERS INC.
December 20, 1996
Ergin Uskup
1910 S. Ridge Road
Lake Forest, IL 60045
Dear Ergin,
This amends our letter agreement dated February 13, 1995. Paragraph 4
of that letter provides for a "Continuing Severance Benefit".
Paragraph 4 is amended to read as follows:
"4. CONTINUING SEVERANCE BENEFIT. If you employment is
terminated by you for good reason (as defined in
Paragraph 6 below), or by the Company other than for
cause (as defined in Paragraph 7 below), at any time
after the first anniversary of the Change in Control, you
will be entitled to receive and the Company shall pay to
you a severance benefit in the amount of one year's base
pay as in effect at the time of such termination, payable
in 12 equal monthly installments commencing within one
month after the date you become entitled thereto."
If acceptable, please acknowledge the copy of this letter and return
it to me.
Sincerely,
/s/ Robert H. Cornell
Robert H. Cornell
Vice President, Human Resources
RHC/pr
cc: F. Hegi
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ACKNOWLEDGEMENT OF ACCEPTANCE
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SIGNED: /s/ Ergin Uskup DATE: 12/27/96
ERGIN USKUP
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