EXHIBIT 10.27
FIRST AMENDMENT TO EXECUTIVE STOCK PURCHASE AGREEMENT
-----------------------------------------------------
This FIRST AMENDMENT TO EXECUTIVE STOCK PURCHASE AGREEMENT (this "Amendment
---------
Agreement") is made and entered into as of the Effective Time (hereinafter
- ---------
defined), by and among United Stationers Inc., a Delaware corporation and
successor-in-interest to AHI (as hereinafter defined) (the "Surviving
---------
Corporation"), Wingate Partners, L.P., a Delaware limited partnership
- -----------
("Wingate"), ASI Partners, L.P., a Delaware limited partnership ("ASI
------- ---
Partners"), and the undersigned officer of the Surviving Corporation (the
"Executive").
---------
RECITALS
A. Associated Holdings, Inc., a Delaware corporation ("AHI"), Wingate,
ASI Partners and the Executive are parties to that certain Executive Stock
Purchase Agreement dated as of January 31, 1992 (the "Executive Purchase
------------------
Agreement");
- ---------
B. Pursuant to that certain Agreement and Plan of Merger (the "Merger
------
Agreement"), dated as of February 13, 1995, between AHI and the Surviving
- ---------
Corporation, AHI was merged with and into the Surviving Corporation (the
"Merger"), with the Surviving Corporation surviving the Merger (the time upon
------
which the Merger became effective pursuant to the terms and conditions of the
Merger Agreement and as defined therein, is referred to herein as the "Effective
---------
Time"); and
- ----
C. In connection with the Merger, the parties to the Executive Purchase
Agreement desire to amend the Executive Purchase Agreement as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the Surviving Corporation, Wingate, ASI Partners and the Executive
hereby agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
-----------
shall have the respective meanings assigned to such terms in the Executive
Purchase Agreement.
2. Amendments. The Executive Purchase Agreement is hereby amended as
----------
follows:
(a) The second and third sentences of Section 4(b) of the Executive
Purchase Agreement shall be amended and restated in their entirety as
follows:
"The Company agrees that within four years from the date hereof it
shall grant to the Key Executives or any successor officers to the Key
Executives an Option or Options to purchase an additional aggregate
number of shares of Common Stock equal to 50,303.95 (subject to the
anti-dilution adjustments set forth in the Plan) as allocated by the
Board of Directors of the Company (the "Second Options"). The
exercise price for the Common Stock subject to the Second Options
shall be $2.90 per share for each Key Executive, but, unless otherwise
determined by the Board, shall be the fair market value of each such
share for any successor officer to a Key Executive; provided, however,
-------- -------
that as of the Termination Date (as defined in the Escrow Agreement,
dated as of March __, 1995, among Chase Securities, Inc., The Roebling
Fund, the Escrow Agent (as defined therein), and the stockholders
party thereto (the "Escrow Agreement")), the number of shares of
Common Stock into which the Second Options may be exercised shall be
increased by a portion of the Second Option Additional Amount (as
hereinafter defined) equal to the percentage of shares of Common Stock
returned to the Stockholders as defined in the Escrow Agreement) on
the Termination Date. The "Second Option Additional Amount" shall
mean 24,425.32 shares of Common Stock."
(b) Section 4(c) of the Executive Purchase Agreement shall be
amended by deleting the second sentence thereof in its entirety.
3. Surviving Corporation as Successor-in-Interest to AHI. The Executive
-----------------------------------------------------
and the Surviving Corporation hereby acknowledge that all references to
"Executive Securities" and "Common Stock" shall mean the securities of the
Surviving Corporation into which such Executive Securities or shares of Common
Stock, respectively, were converted in the Merger pursuant to the formulas set
forth in the Merger Agreement. The Executive and the Surviving Corporation
further acknowledge that the rights and obligations of the Executive Purchase
Agreement, including without limitation, the rights and obligations contained in
Sections 3, 4, 5 and 6 thereof, shall be binding upon and inure to the benefit
of the Surviving Corporation, as successor-in-interest to AHI.
2
4. Executive Purchase Agreement Otherwise Unchanged. Except as expressly
------------------------------------------------
amended hereby, the Executive Purchase Agreement shall remain unchanged and in
full force and effect.
5. Counterparts. This Amendment Agreement may be executed in any number
------------
of counterparts, each of which shall constitute one and the same instrument.
6. Successors and Assigns. The rights and obligations of the parties
----------------------
hereunder shall be binding upon and inure to the benefit of the Surviving
Corporation, Wingate, ASI Partners and the Executive and each of their
respective successors and assigns.
7. Headings. The headings of the sections of this Amendment Agreement
--------
are inserted for convenience only and shall not be deemed to constitute a part
hereof.
8. Governing Law. This Amendment Agreement shall be governed by, and
-------------
construed in accordance with, the laws of the State of Illinois, without giving
effect to conflict of law principles.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement on the day and year first above written.
UNITED STATIONERS INC.
By:_______________________________________
Thomas W. Sturgess,
Chairman of the Board
WINGATE PARTNERS, L.P.
By: WINGATE MANAGEMENT
COMPANY, L.P., its general
partner
By:_________________________________
Thomas W. Sturgess,
General Partner
ASI PARTNERS, L.P.
By: CUMBERLAND CAPITAL
CORPORATION, its general
partner
By:_________________________________
Gary G. Miller,
President
__________________________________________
Robert W. Eberspacher
4
FIRST AMENDMENT TO EXECUTIVE STOCK PURCHASE AGREEMENT
-----------------------------------------------------
This FIRST AMENDMENT TO EXECUTIVE STOCK PURCHASE AGREEMENT (this "Amendment
---------
Agreement") is made and entered into as of the Effective Time (hereinafter
- ---------
defined), by and among United Stationers Inc., a Delaware corporation and
successor-in-interest to AHI (as hereinafter defined) (the "Surviving
---------
Corporation"), Wingate Partners, L.P., a Delaware limited partnership
- -----------
("Wingate"), ASI Partners, L.P., a Delaware limited partnership ("ASI
------- ---
Partners"), and the undersigned officer of the Surviving Corporation (the
"Executive").
---------
RECITALS
A. Associated Holdings, Inc., a Delaware corporation ("AHI"), Wingate,
ASI Partners and the Executive are parties to that certain Executive Stock
Purchase Agreement dated as of January 31, 1992 (the "Executive Purchase
------------------
Agreement");
- ---------
B. Pursuant to that certain Agreement and Plan of Merger (the "Merger
------
Agreement"), dated as of February 13, 1995, between AHI and the Surviving
- ---------
Corporation, AHI was merged with and into the Surviving Corporation (the
"Merger"), with the Surviving Corporation surviving the Merger (the time upon
------
which the Merger became effective pursuant to the terms and conditions of the
Merger Agreement and as defined therein, is referred to herein as the "Effective
---------
Time"); and
- ----
C. In connection with the Merger, the parties to the Executive Purchase
Agreement desire to amend the Executive Purchase Agreement as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the Surviving Corporation, Wingate, ASI Partners and the Executive
hereby agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
-----------
shall have the respective meanings assigned to such terms in the Executive
Purchase Agreement.
2. Amendments. The Executive Purchase Agreement is hereby amended as
----------
follows:
(a) The second and third sentences of Section 4(b) of the Executive
Purchase Agreement shall be amended and restated in their entirety as
follows:
"The Company agrees that within four years from the date hereof it
shall grant to the Key Executives or any successor officers to the Key
Executives an Option or Options to purchase an additional aggregate
number of shares of Common Stock equal to 50,303.95 (subject to the
anti-dilution adjustments set forth in the Plan) as allocated by the
Board of Directors of the Company (the "Second Options"). The
exercise price for the Common Stock subject to the Second Options
shall be $2.90 per share for each Key Executive, but, unless otherwise
determined by the Board, shall be the fair market value of each such
share for any successor officer to a Key Executive; provided, however,
-------- -------
that as of the Termination Date (as defined in the Escrow Agreement,
dated as of March __, 1995, among Chase Securities, Inc., The Roebling
Fund, the Escrow Agent (as defined therein), and the stockholders
party thereto (the "Escrow Agreement")), the number of shares of
Common Stock into which the Second Options may be exercised shall be
increased by a portion of the Second Option Additional Amount (as
hereinafter defined) equal to the percentage of shares of Common Stock
returned to the Stockholders as defined in the Escrow Agreement) on
the Termination Date. The "Second Option Additional Amount" shall
mean 24,425.32 shares of Common Stock."
(b) Section 4(c) of the Executive Purchase Agreement shall be
amended by deleting the second sentence thereof in its entirety.
3. Surviving Corporation as Successor-in-Interest to AHI. The Executive
-----------------------------------------------------
and the Surviving Corporation hereby acknowledge that all references to
"Executive Securities" and "Common Stock" shall mean the securities of the
Surviving Corporation into which such Executive Securities or shares of Common
Stock, respectively, were converted in the Merger pursuant to the formulas set
forth in the Merger Agreement. The Executive and the Surviving Corporation
further acknowledge that the rights and obligations of the Executive Purchase
Agreement, including without limitation, the rights and obligations contained in
Sections 3, 4, 5 and 6 thereof, shall be binding upon and inure to the benefit
of the Surviving Corporation, as successor-in-interest to AHI.
2
4. Executive Purchase Agreement Otherwise Unchanged. Except as expressly
------------------------------------------------
amended hereby, the Executive Purchase Agreement shall remain unchanged and in
full force and effect.
5. Counterparts. This Amendment Agreement may be executed in any number
------------
of counterparts, each of which shall constitute one and the same instrument.
6. Successors and Assigns. The rights and obligations of the parties
----------------------
hereunder shall be binding upon and inure to the benefit of the Surviving
Corporation, Wingate, ASI Partners and the Executive and each of their
respective successors and assigns.
7. Headings. The headings of the sections of this Amendment Agreement
--------
are inserted for convenience only and shall not be deemed to constitute a part
hereof.
8. Governing Law. This Amendment Agreement shall be governed by, and
-------------
construed in accordance with, the laws of the State of Illinois, without giving
effect to conflict of law principles.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement on the day and year first above written.
UNITED STATIONERS INC.
By:________________________________________
Thomas W. Sturgess,
Chairman of the Board
WINGATE PARTNERS, L.P.
By: WINGATE MANAGEMENT
COMPANY, L.P., its general
partner
By:__________________________________
Thomas W. Sturgess,
General Partner
ASI PARTNERS, L.P.
By: CUMBERLAND CAPITAL
CORPORATION, its general
partner
By:__________________________________
Gary G. Miller,
President
___________________________________________
Lawrence E. Miller
4
FIRST AMENDMENT TO EXECUTIVE STOCK PURCHASE AGREEMENT
-----------------------------------------------------
This FIRST AMENDMENT TO EXECUTIVE STOCK PURCHASE AGREEMENT (this "Amendment
---------
Agreement") is made and entered into as of the Effective Time (hereinafter
- ---------
defined), by and among United Stationers Inc., a Delaware corporation and
successor-in-interest to AHI (as hereinafter defined) (the "Surviving
---------
Corporation"), Wingate Partners, L.P., a Delaware limited partnership
- -----------
("Wingate"), ASI Partners, L.P., a Delaware limited partnership ("ASI
------- ---
Partners"), and the undersigned officer of the Surviving Corporation (the
"Executive").
---------
RECITALS
A. Associated Holdings, Inc., a Delaware corporation ("AHI"), Wingate,
ASI Partners and the Executive are parties to that certain Executive Stock
Purchase Agreement dated as of January 31, 1992 (the "Executive Purchase
------------------
Agreement");
- ---------
B. Pursuant to that certain Agreement and Plan of Merger (the "Merger
------
Agreement"), dated as of February 13, 1995, between AHI and the Surviving
- ---------
Corporation, AHI was merged with and into the Surviving Corporation (the
"Merger"), with the Surviving Corporation surviving the Merger (the time upon
------
which the Merger became effective pursuant to the terms and conditions of the
Merger Agreement and as defined therein, is referred to herein as the "Effective
---------
Time"); and
- ----
C. In connection with the Merger, the parties to the Executive Purchase
Agreement desire to amend the Executive Purchase Agreement as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the Surviving Corporation, Wingate, ASI Partners and the Executive
hereby agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
-----------
shall have the respective meanings assigned to such terms in the Executive
Purchase Agreement.
2. Amendments. The Executive Purchase Agreement is hereby amended as
----------
follows:
(a) The second and third sentences of Section 4(b) of the Executive
Purchase Agreement shall be amended and restated in their entirety as
follows:
"The Company agrees that within four years from the date hereof it
shall grant to the Key Executives or any successor officers to the Key
Executives an Option or Options to purchase an additional aggregate
number of shares of Common Stock equal to 50,303.95 (subject to the
anti-dilution adjustments set forth in the Plan) as allocated by the
Board of Directors of the Company (the "Second Options"). The
exercise price for the Common Stock subject to the Second Options
shall be $2.90 per share for each Key Executive, but, unless otherwise
determined by the Board, shall be the fair market value of each such
share for any successor officer to a Key Executive; provided, however,
-------- -------
that as of the Termination Date (as defined in the Escrow Agreement,
dated as of March __, 1995, among Chase Securities, Inc., The Roebling
Fund, the Escrow Agent (as defined therein), and the stockholders
party thereto (the "Escrow Agreement")), the number of shares of
Common Stock into which the Second Options may be exercised shall be
increased by a portion of the Second Option Additional Amount (as
hereinafter defined) equal to the percentage of shares of Common Stock
returned to the Stockholders as defined in the Escrow Agreement) on
the Termination Date. The "Second Option Additional Amount" shall
mean 24,425.32 shares of Common Stock."
(b) Section 4(c) of the Executive Purchase Agreement shall be
amended by deleting the second sentence thereof in its entirety.
3. Surviving Corporation as Successor-in-Interest to AHI. The Executive
-----------------------------------------------------
and the Surviving Corporation hereby acknowledge that all references to
"Executive Securities" and "Common Stock" shall mean the securities of the
Surviving Corporation into which such Executive Securities or shares of Common
Stock, respectively, were converted in the Merger pursuant to the formulas set
forth in the Merger Agreement. The Executive and the Surviving Corporation
further acknowledge that the rights and obligations of the Executive Purchase
Agreement, including without limitation, the rights and obligations contained in
Sections 3, 4, 5 and 6 thereof, shall be binding upon and inure to the benefit
of the Surviving Corporation, as successor-in-interest to AHI.
2
4. Executive Purchase Agreement Otherwise Unchanged. Except as expressly
------------------------------------------------
amended hereby, the Executive Purchase Agreement shall remain unchanged and in
full force and effect.
5. Counterparts. This Amendment Agreement may be executed in any number
------------
of counterparts, each of which shall constitute one and the same instrument.
6. Successors and Assigns. The rights and obligations of the parties
----------------------
hereunder shall be binding upon and inure to the benefit of the Surviving
Corporation, Wingate, ASI Partners and the Executive and each of their
respective successors and assigns.
7. Headings. The headings of the sections of this Amendment Agreement
--------
are inserted for convenience only and shall not be deemed to constitute a part
hereof.
8. Governing Law. This Amendment Agreement shall be governed by, and
-------------
construed in accordance with, the laws of the State of Illinois, without giving
effect to conflict of law principles.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement on the day and year first above written.
UNITED STATIONERS INC.
By:___________________________________
Thomas W. Sturgess,
Chairman of the Board
WINGATE PARTNERS, L.P.
By: WINGATE MANAGEMENT
COMPANY, L.P., its general
partner
By:______________________________
Thomas W. Sturgess,
General Partner
ASI PARTNERS, L.P.
By: CUMBERLAND CAPITAL
CORPORATION, its general
partner
By:______________________________
Gary G. Miller,
President
_______________________________________
Michael D. Rowsey
4
FIRST AMENDMENT TO EXECUTIVE STOCK PURCHASE AGREEMENT
-----------------------------------------------------
This FIRST AMENDMENT TO EXECUTIVE STOCK PURCHASE AGREEMENT (this "Amendment
---------
Agreement") is made and entered into as of the Effective Time (hereinafter
- ---------
defined), by and among United Stationers Inc., a Delaware corporation and
successor-in-interest to AHI (as hereinafter defined) (the "Surviving
---------
Corporation"), Wingate Partners, L.P., a Delaware limited partnership
- -----------
("Wingate"), ASI Partners, L.P., a Delaware limited partnership ("ASI
------- ---
Partners"), and the undersigned officer of the Surviving Corporation (the
"Executive").
---------
RECITALS
A. Associated Holdings, Inc., a Delaware corporation ("AHI"), Wingate,
ASI Partners and the Executive are parties to that certain Executive Stock
Purchase Agreement dated as of January 31, 1992 (the "Executive Purchase
------------------
Agreement");
- ---------
B. Pursuant to that certain Agreement and Plan of Merger (the "Merger
------
Agreement"), dated as of February 13, 1995, between AHI and the Surviving
- ---------
Corporation, AHI was merged with and into the Surviving Corporation (the
"Merger"), with the Surviving Corporation surviving the Merger (the time upon
------
which the Merger became effective pursuant to the terms and conditions of the
Merger Agreement and as defined therein, is referred to herein as the "Effective
---------
Time"); and
- ----
C. In connection with the Merger, the parties to the Executive Purchase
Agreement desire to amend the Executive Purchase Agreement as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the Surviving Corporation, Wingate, ASI Partners and the Executive
hereby agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
-----------
shall have the respective meanings assigned to such terms in the Executive
Purchase Agreement.
2. Amendments. The Executive Purchase Agreement is hereby amended as
----------
follows:
(a) The second and third sentences of Section 4(b) of the Executive
Purchase Agreement shall be amended and restated in their entirety as
follows:
"The Company agrees that within four years from the date hereof it
shall grant to the Key Executives or any successor officers to the Key
Executives an Option or Options to purchase an additional aggregate
number of shares of Common Stock equal to 50,303.95 (subject to the
anti-dilution adjustments set forth in the Plan) as allocated by the
Board of Directors of the Company (the "Second Options"). The
exercise price for the Common Stock subject to the Second Options
shall be $2.90 per share for each Key Executive, but, unless otherwise
determined by the Board, shall be the fair market value of each such
share for any successor officer to a Key Executive; provided, however,
-------- -------
that as of the Termination Date (as defined in the Escrow Agreement,
dated as of March __, 1995, among Chase Securities, Inc., The Roebling
Fund, the Escrow Agent (as defined therein), and the stockholders
party thereto (the "Escrow Agreement")), the number of shares of
Common Stock into which the Second Options may be exercised shall be
increased by a portion of the Second Option Additional Amount (as
hereinafter defined) equal to the percentage of shares of Common Stock
returned to the Stockholders as defined in the Escrow Agreement) on
the Termination Date. The "Second Option Additional Amount" shall
mean 24,425.32 shares of Common Stock."
(b) Section 4(c) of the Executive Purchase Agreement shall be
amended by deleting the second sentence thereof in its entirety.
3. Surviving Corporation as Successor-in-Interest to AHI. The Executive
-----------------------------------------------------
and the Surviving Corporation hereby acknowledge that all references to
"Executive Securities" and "Common Stock" shall mean the securities of the
Surviving Corporation into which such Executive Securities or shares of Common
Stock, respectively, were converted in the Merger pursuant to the formulas set
forth in the Merger Agreement. The Executive and the Surviving Corporation
further acknowledge that the rights and obligations of the Executive Purchase
Agreement, including without limitation, the rights and obligations contained in
Sections 3, 4, 5 and 6 thereof, shall be binding upon and inure to the benefit
of the Surviving Corporation, as successor-in-interest to AHI.
2
4. Executive Purchase Agreement Otherwise Unchanged. Except as expressly
------------------------------------------------
amended hereby, the Executive Purchase Agreement shall remain unchanged and in
full force and effect.
5. Counterparts. This Amendment Agreement may be executed in any number
------------
of counterparts, each of which shall constitute one and the same instrument.
6. Successors and Assigns. The rights and obligations of the parties
----------------------
hereunder shall be binding upon and inure to the benefit of the Surviving
Corporation, Wingate, ASI Partners and the Executive and each of their
respective successors and assigns.
7. Headings. The headings of the sections of this Amendment Agreement
--------
are inserted for convenience only and shall not be deemed to constitute a part
hereof.
8. Governing Law. This Amendment Agreement shall be governed by, and
-------------
construed in accordance with, the laws of the State of Illinois, without giving
effect to conflict of law principles.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement on the day and year first above written.
UNITED STATIONERS INC.
By:_______________________________________
Thomas W. Sturgess,
Chairman of the Board
WINGATE PARTNERS, L.P.
By: WINGATE MANAGEMENT
COMPANY, L.P., its general
partner
By:_________________________________
Thomas W. Sturgess,
General Partner
ASI PARTNERS, L.P.
By: CUMBERLAND CAPITAL
CORPORATION, its general
partner
By:_________________________________
Gary G. Miller,
President
__________________________________________
Daniel J. Schleppe
4