EXHIBIT 11
AMENDMENT TO
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EMPLOYMENT AND CONSULTING AGREEMENT
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This Amendment made as of the 13th day of February, 1995, between UNITED
STATIONERS INC. ("USI"), UNITED STATIONERS SUPPLY CO. ("Supply Co.") (USI and
Supply Co. are collectively referred to as the "Company"), and TED S. RZESZUTO
("Employee").
WHEREAS, the Company and the Employee are parties to an Employment and
Consulting Agreement dated April 3, 1987 (the "Agreement"); and
WHEREAS, USI is contemplating entering into a transaction which would
result in a Change in Control; and
WHEREAS, it is in the best interests of the Company and the shareholders of
USI that the Employee continue to concentrate on the conduct of the business of
the Company, perform all duties in the best interests of the shareholders of USI
and be encouraged to maintain the employment relationship with the Company after
the Change in Control; and
WHEREAS, USI and the Employee desire to amend the Agreement to provide
appropriate incentives for the Employee to continue to perform the Employee's
duties and responsibilities with respect to the Company, thereby promoting the
stability of the business of the Company both before and after the occurrence of
the Change in Control.
NOW THEREFORE, for valuable consideration which the parties acknowledge,
the Employee and the Company agree that in the event of the occurrence on or
before December 31, 1995 of a Change in Control, as defined in this Amendment,
the Agreement shall be amended, effective as of the date on which the Change in
Control occurs, as follows:
1. Section 1 of the Agreement is amended by adding the following sentence
to the end thereof:
"Within 30 days after the date on which a Change in Control occurs, the
Company shall notify the Employee whether the Company will negotiate to
continue the Employee's relationship with the Company following the
expiration of the Term of Employment. Furthermore, if the Employee does
not enter into a new employment or consulting agreement with the Company
pursuant to such terms as the Employee and the Company may mutually agree
prior to the last 90 days of the term of employment ("Term of Employment"),
then the Employee's duties during such 90 day period shall be limited to
that of an executive in a transition status with reasonable personal time
off to conduct a job search, interview with potential employers and
organize personal affairs."
2. Section 2 of the Agreement is deleted in its entirety, and the
following is substituted in its place:
"2. Term. The Term of Employment shall continue from and after the
date on which the Change in Control occurred until the date designated by
the Company in a written notice to the Employee within the first 30 days
after the Change in Control occurs not later than the first anniversary of
the date on which the Change in Control occurred, unless sooner terminated
by either party in accordance with the provisions of this Agreement. In
the event a date is not designated by the Company within such first 30
days, the Term of Employment shall extend to the first anniversary of the
Change in Control."
3. Section 3(a) of the Agreement is amended by deleting "$80,007.60" and
substituting "$135,000" in its place.
4. Section 3(b) of the Agreement is amended by deleting the first
sentence in its entirety and substituting the following in its place:
"During the Term of Employment, the Employee shall be entitled to
participate in pension plans, tax-qualified profit sharing plans and
deferred compensation plans not less favorable (in terms of dollar value
benefit to the Employee) than such plans to which the Employee was entitled
to immediately preceding the date on which the Change in Control occurred
and shall be provided a similar bonus opportunity as provided the Employee
in the aggregate under the management incentive, executive bonus, stock
option and other similar incentive compensation plans of the Company
immediately preceding the date on which the Change in Control occurred."
5. Section 3(c) of the Agreement is amended by deleting the phrase "is
now entitled" each place it appears and substituting in its place the phrase
"was entitled immediately prior to the date on which the Change in Control
occurred".
6. Section 3 of the Agreement is amended by adding the following
subsections (d) and (e) to the end thereof:
"(d) Benefits Trust. To secure the payment to the Employee of the
"Stay Bonus", as defined below in Section 3(e), the Company will establish
a trust to be known as the USI Employee Benefits Trust (the "Trust") and
provide for the Employee to be a beneficiary thereof. The Company will
cause to be furnished to the trustee thereunder (the "Trustee") an
irrevocable letter of credit, and the trust agreement establishing the
Trust will require the Trustee to draw on such letter of credit to pay such
Stay Bonus to the
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Employee at such time as the Employee becomes entitled to such amounts
pursuant to Section 3(e) or pursuant to Section 10(g). To receive
distributions from the Trust, the Employee shall furnish the Trustee with
any notices described in the Trust Agreement.
(e) Stay Bonus. During the first 120 days of the Term of Employment,
the Company and the Employee shall in good faith attempt to negotiate a
mutually satisfactory incentive compensation opportunity commensurate with
the Employee's responsibilities and position. If:
(i) the Term of Employment has expired and the Company and the
Employee have not agreed, for any reason, upon a mutually satisfactory
written incentive compensation opportunity ("Incentive Opportunity")
for the Employee, which Incentive Opportunity is signed by the
Employee and contains an acknowledgement by the Employee that the
signed Incentive Opportunity is an Incentive Opportunity within the
meaning of this Section 3(e)(i) of this Agreement;
(ii) the Employee is terminated by the Company other than for
cause pursuant to Section 10(c); or
(iii) the Employee terminates voluntarily with good reason
pursuant to Section 10(a);
then, upon the execution and delivery of the Release and Agreement to the
Trustee attached hereto as Exhibit C, the Employee shall be entitled to
receive a distribution from the Trust, in an aggregate amount equal to FIVE
HUNDRED ELEVEN THOUSAND TWO HUNDRED NINETY-SEVEN DOLLARS ($511,297) ("Stay
Bonus") payable in an initial installment of TWO HUNDRED TWENTY-EIGHT
THOUSAND TWO HUNDRED SEVENTY-FOUR DOLLARS AND THIRTY-FOUR CENTS
($228,274.34) and in 23 equal monthly installments each in an amount equal
to TWELVE THOUSAND THREE HUNDRED FIVE DOLLARS AND THIRTY-FOUR CENTS
($12,305.34), with the first installment commencing within one month after
the date on which the Employee becomes entitled thereto."
7. Section 6(a) of the Agreement is amended by deleting the phrase "and
during the Consulting Term".
8. Section 6(c) of the Agreement is amended by deleting the phrase "or
during the Consulting Term".
9. Section 7 of the Agreement is amended by deleting the phrase ", the
Consulting Term".
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10. Section 8(a) of the Agreement is amended by deleting the phrase
"During the Term of Employment and the Consulting Term (or, if there shall be no
Consulting Term, during the two year period following the Term of Employment),"
and substituting the phrase "During the two year period following the Term of
Employment,".
11. Section 8(b) of the Agreement is amended by deleting the phrase
"during the Consulting Term and".
12. Section 10(a)(ii) of the Agreement is deleted in its entirety, and the
following is substituted in its place:
"(ii) the exclusion of the Employee from, or the diminution in the
Employee's participation in, any profit sharing, pension, supplemental
benefit or other deferred compensation plans, to which the Employee was
entitled immediately preceding the date on which the Change in Control
occurred, or any diminution in the aggregate bonus opportunity as provided
the Employee under the management incentive, executive bonus, stock option
and similar incentive compensation plans of the Company immediately
preceding the date on which the Change in Control occurred; or"
13. Section 10(a)(iii) of the Agreement is amended by deleting the phrase
"enjoyed by Employee, other than pursuant to change in the Company's fringe
benefit policies generally" and substituting in its place "listed in Exhibit B
as enjoyed by Employee immediately prior to the date on which the Change in
Control occurred".
14. Section 10(a)(iv) of the Agreement is amended by inserting the word
"material" after the word "any" and deleting the phrase "except pursuant to a
general change in the Company's reimbursement policies" and substituting in its
place "as enjoyed by Employee immediately prior to the date on which the Change
in Control occurred".
15. Section 10(b)(iii) of the Agreement and the immediately preceding word
"and" is deleted in its entirety, and the following is substituted in its place:
", (iii) the unpaid portion of Salary for the unexpired portion of the Term
of Employment and (iv) the Stay Bonus pursuant to Section 3(e)."
16. Sections 10(e), 10(f) and 10(g) of the Agreement are deleted in their
entirety and the following substituted in their place:
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"(e) The Term of Employment may be terminated by the Company for cause
by delivery to the Employee of a "Notice of Termination for Cause". A
Notice of Termination for Cause shall be a written notice from the Board of
Directors of the Company or the executive or compensation committee of the
Board of Directors of the Company ("Board") to the Employee, after
reasonable notice (not less than 10 days) to the Employee and an
opportunity for the Employee, together with the Employee's counsel, to be
heard before the Board, (i) finding that in the good faith opinion of the
Board the Employee was guilty of a breach of a fiduciary duty owed by the
Employee to the Company, including, without limitation, engaging in
directly competitive acts while employed by the Company, and (ii)
specifying the particulars thereof in detail. If within 30 days after the
giving of the Notice of Termination for Cause by the Company, the Employee
delivers to the Company a written "Notice Denying Cause" stating that a
dispute exists concerning the termination for cause, then the matter shall
be submitted to arbitration and a Final Determination shall be considered
to be made on the date of the earliest to occur of a mutual written
agreement of the Employee and the Company settling the dispute, a binding
and final arbitration award or by a final judgment, order or decree of a
court of competent jurisdiction entered upon such arbitration award (the
time for appeal therefrom having expired and no appeal having been
perfected).
(f) If the Employee believes good reason exists for the termination of
the Term of Employment, the Employee may deliver to the Company a written
"Notice of Good Reason" stating specifically the particulars establishing
good reason. The Employee shall be conclusively deemed to have a good
reason to terminate the Term of Employment unless the Company shall deliver
to the Employee a written "Notice Denying Good Reason" (within 30 days
after the Employee delivered the Notice of Good Reason). A Notice Denying
Good Reason shall be a written notice from the Board after reasonable
notice (not less than 10 days) to the Employee and an opportunity for the
Employee, together with the Employee's counsel, to be heard before the
Board, (i) finding that in the good faith opinion of the Board, good reason
for the termination of the Employee's Term of Employment does not exist,
and (ii) addressing the particulars on which the Employee relied to
establish good reason in detail. If the Company does not deliver a "Notice
Denying Good Reason" within 30 days after the Employee delivered the Notice
of Good Reason, the Term of Employment shall be deemed to terminate for
good reason on the earlier of (i) such 30th day or (ii) the date on which
the Employee voluntarily terminates the Term of Employment. If the
Employee notifies the Company in writing that the Employee disputes the
Company's Notice Denying Good Reason, then the
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matter shall be submitted to arbitration. In the event the matter is
submitted to arbitration, then a Final Determination shall be considered to
be made on the date of the earliest of a mutual written agreement of the
Employee and the Company settling the dispute, a binding and final
arbitration award or a final judgment, order or decree of a court of
competent jurisdiction entered upon such arbitration award (the time for
appeal therefrom having expired and no appeal having been perfected).
After delivery of a Notice of Good Reason, the Employee may continue
employment until the earlier to occur of (i) the 30th day following
delivery of such notice without delivery of a Notice Denying Good Reason,
(ii) a Final Determination that the Employee has good reason to terminate
the Term of Employment, or (iii) the expiration of the Term of Employment.
If the Employee terminates the Term of Employment before such time, the
Term of Employment shall be considered terminated without good reason if a
Final Determination so provides.
(g) If the Term of Employment is terminated for cause pursuant to
Section 10(e) and the Employee delivers its Notice Denying Cause, or, if
the Employee, after having delivered a Notice of Good Reason pursuant to
Section 10(f) to the Company, voluntarily terminates the Term of Employment
either (i) before 30 days have elapsed following his delivery of such
notice and the Company does not acknowledge in writing that the Employee
has terminated for good reason or (ii) after a Notice Denying Good Reason
has been delivered to the Employee, then the Employee shall be entitled to
receive a distribution from the Trust in an amount equal to 3 months Salary
upon meeting the requirements of the last sentence of this Section 10(g).
If a Final Determination is not made within 90 days after such termination
of the Term of Employment, then, on such 90th day, the Employee, upon
compliance with the conditions set forth below, shall be entitled to
receive a distribution from the Trust in an amount equal to the portion of
the Stay Bonus which would have been paid from the termination of the Term
of Employment through such 90th day as if the provisions of Section 3(f)
were in effect, reduced by the amount, if any, by which 3 months Salary
exceeds the amount of Salary the Employee would have received after the
date of the termination of the Term of Employment, if the Term of
Employment has not been terminated prior to its expiration. In addition
to receiving a distribution for a portion of the Stay Bonus on such 90th
day, the Employee shall also receive periodic distributions for all
remaining installments of the Stay Bonus when due (as if the provisions of
Section 3(f) were in effect), unless and until a Final Determination has
been made that the termination of the Term of Employment was without good
reason or for cause, as the case may be
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applicable, in which event, the Company shall be entitled to recover from
the Employee all or any portion of payments to the Employee pursuant to
this Section 10(g) without interest. To qualify for the distributions
described in this Section 10(g) from the Trust, the Employee agrees to
submit to the Trustee, on or before 90 days after such termination of the
Term of Employment, copies of the following, as applicable: the Notice
Denying Cause; the Notice of Good Reason and an affidavit that such
Employee voluntarily terminated the Term of Employment before the 30th day
after the giving of such Notice of Good Reason; or the Notice Denying Good
Reason."
17. Section 10(i)(iii) of the Agreement is deleted in its entirety, and
the following is substituted in its place:
"(iii) the Stay Bonus pursuant to Section 3(e)."
18. Section 10(j) of the Agreement is amended by deleting the word "and"
immediately preceding clause (ii) and adding the following clause (iii) to the
first sentence thereof:
"; and (iii) the Stay Bonus pursuant to Section 3(e)."
19. Section 10(k) of the Agreement is deleted in its entirety, and the
following is substituted in its place:
"(k) [Reserved.]"
20. Section 11 of the Agreement is deleted in its entirety and the
following is substituted therefor:
"11. [Reserved.]"
21. Section 13(i) of the Agreement is amended by adding the following to
the end thereof:
"The Employee acknowledges that the Company has a significant interest
in defending against any assertion by the Internal Revenue Service ("IRS")
that any payments made by the Company to the Employee are excess parachute
payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as
amended, ("Code"). The Company and the Employee both acknowledge that it
is in their mutual best interest to vigorously contest any such assertion
by the IRS and that the Company is in the best position to effectively
contest the same. Thus, in the event of an assessment or threatened
assessment by the IRS of any excise tax or interest attributable to the
application of Section 4999 of the Code with respect to any payment made by
the Company to the Employee, the Employee shall notify the Company in
writing promptly after the receipt of any communication from the IRS
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specifically asserting the issue of such excise tax and shall provide a
copy of such communication to the Company. Upon receiving such written
notice, the Company shall engage Arthur Andersen and such other counsel,
consultants and other experts reasonably acceptable to the Employee to
represent both the Company and the Employee in contesting the extent to
which payments made by the Company to the Employee constitute excess
parachute payments, and the Employee shall reasonably cooperate with the
Company in connection therewith. The Company may, but shall not be
required to, provide such representation with respect to all or a portion
of such payments that Arthur Andersen reasonably believes, by its written
opinion from time to time in form and substance reasonably satisfactory to
the Company, is more likely than not excess parachute payments or if the
Company reasonably and in good faith determines that its costs of
contesting the characterization of such payments will exceed the amount of
its deduction at stake."
22. Section 13 of the Agreement is amended by deleting subsection (k) and
substituting the following in its place:
"(k) 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."
23. The agreement is amended by adding the following new Section 15 as
follows:
"15. Medical Benefits. The Company makes the following covenants to the
Employee with respect to the Employee's medical benefits:
(a) In the event the United Stationers Medical Plan ("Plan") remains
in effect and the Employee's employment with the Company terminates, the
Employee (and the Employee's covered dependents at the time of such
termination of employment) shall be entitled to continue to participate in
the Plan until the Employee attains age sixty-five (65), and the Employee's
spouse shall be entitled to continue to participate, in her own right, in
the Plan until the Employee's spouse 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 the Employee (and the
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Employee's covered dependents at the time of the termination of
employment).
(b) If the Employee dies prior to age sixty-five (65) while the Plan
remains in effect, and if the Employee's spouse is then living, the
Employee's spouse (and the Employee's covered dependents at the time of the
Employee's death) shall be entitled to continue participation in the Plan
until the Employee's spouse attains age sixty-five (65) or dies, 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 such spouse (and the Employee's covered dependents at the
time of the Employee's death).
(c) In the event of the termination of the Plan or discontinuance of
coverage under the Plan for any reason, the Employee shall be entitled to
and the Company shall pay to the Employee TWO THOUSAND SEVEN HUNDRED
DOLLARS ($2,700.00) per month for the period commencing on the date the
Plan terminates or Plan coverage ceases and ending on the first to occur
of:
(i) the later of the date the Employee or the Employee's
spouse attains age sixty-five (65);
(ii) in the event of the death of the Employee, the date the
spouse of the Employee attains age sixty-five (65);
(iii) the end of the eighteen (18) month period commencing on
the Plan termination date or the date on which the Plan coverage
ceases; or
(iv) December 31, 1998.
(d) In the event of the termination of the Plan or the discontinuance
of coverage under the Plan for any reason, the Company shall pay claims or
reimburse expenses for those medical expenses which are considered
deductible under section 213 of the Code or any successor provision,
(without regard to any applicable threshold for deductibility) to the
Employee, subject to the following terms and conditions:
(i) the Employee (or any of the Employee's covered dependents at
the time the Plan terminates or coverage under the Plan ceases) if
covered by a medical plan maintained by the Employee's then current
employer or a medical plan maintained by the employer of the
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spouse of the Employee, has exceeded the lifetime maximum benefit
provided in such plan;
(ii) payment of medical expenses or reimbursement for such claims
under this subsection (d) shall not exceed the lesser of the following
amounts:
(1) a maximum of $300,000 for the Employee and all
dependents (on an aggregate basis) of the Employee as of the date
of Plan termination or the date coverage under the Plan ceases;
or
(2) an amount which exceeds $700,000 (on an aggregate basis)
for the group of Employees referred to as "Contract Officers"
under the Plan (including all dependents of such Contract
Officers as of the date of Plan termination or the date coverage
under the Plan ceases); and
(iii) reimbursement for such claims under this subsection (d)
shall be made for the period commencing on the date the Plan
terminates and ending on the first to occur of:
(1) the later of the date the Employee or the Employee's
spouse attains age sixty-five (65);
(2) in the event of the death of the Employee, the date the
spouse of the Employee attains age sixty-five (65);
(3) the end of the eighteen (18) month period commencing on
the Plan termination date or the date on which Plan coverage
ceases; or
(4) December 31, 1998.
The coverage provided under this Section 15(d) shall be separate
and in addition to the coverage provided under Section 15(c) above."
24. Exhibit A of the Agreement is amended to read as attached hereto.
25. Exhibit B of the Agreement is amended to read as attached hereto.
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26. This Amendment may be executed in multiple counterparts, each of which
shall be deemed to be an original and all of which taken together shall
constitute a single instrument.
Except as so amended, the Agreement is in all other respects unchanged.
UNITED STATIONERS INC.
ATTEST:
______________________________ By:____________________________
Assistant Secretary Its:___________________________
UNITED STATIONERS SUPPLY CO.
ATTEST:
______________________________ By:____________________________
Assistant Secretary Its:___________________________
EMPLOYEE:
______________________________
Ted S. Rzeszuto
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EXHIBIT A
TO
EMPLOYMENT AND CONSULTING AGREEMENT
(Revised February 13, 1995)
Current Employee Benefit Plans Deemed "Additional Compensation" under Paragraph
3(b)
United Stationers Supply Co. Pension Plan
United Stationers Inc. Profit Sharing PluSavings Plan
United Stationers Inc. 1981 Stock Incentive Award Plan
United Stationers Inc. 1985 Nonqualified Stock Option Plan (cancelled as to
future grants)
United Stationers Management Incentive Plan
United Stationers Executive Bonus Plan
United Stationers Supply Co. Deferred Compensation Plan
United Stationers Inc. Flexible Spending Plan
United Stationers Supplemental Benefits Plan
EXHIBIT B
The following are the fringe benefits to which the Employee is entitled as of
February 13, 1995
1. HEALTH AND DENTAL
A. United Group Medical and Dental Benefit Plans
B. Medical Reimbursement Plan - provides reimbursement to Officer (but
not dependents) for all medical and dental expenses not covered by the
above Plans
C. Retiree Health Plan
D. Surviving Spouse - Medical and Dental Benefit Plans coverage will
continue for surviving spouse and dependent children, without cost to
surviving spouse, in the event of death of the Employee during Term of
Employment
E. Medical and Dental Benefits for Early Retirees
F. Annual physical examination at Company expense.
2. COMPANY CAR
Leased Auto or equivalent cash compensation is provided in accordance with
current Policy.
3. LIFE INSURANCE
A. Group Term Life Insurance - 2 1/2 times base salary. Includes life
insurance on spouse ($4,000) and dependent children ($1,000), and
additional accidental Death and Dismemberment benefit equal to the
amount of Group Term Life.
B. Travel and Accident Insurance - $300,000 on a 24-hour business and
pleasure basis.
C. Split Dollar Life Insurance. Company pays premium; portion allocable
to the Employee benefit is added to the Employee's W-2.
4. DISABILITY BENEFITS
After payment of the disability benefits provided in this Agreement,
current disability insurance policy may provide additional benefits.
5. CLUB AND ASSOCIATION DUES
Airline club dues and professional and industry association dues are
reimbursable. Social and country club dues are reimbursable to the extent
incurred for business purposes in accordance with Company Policy.
6. FINANCIAL AND TAX CONSULTING - and tax return preparation - provided by
Arthur Andersen, LLP at Company expense in accordance with Company Policy.
7. OFFICER INDEMNIFICATION AND INSURANCE - D&O insurance is provided on
claims-made basis. Restated Certificate of Incorporation of Company
provides indemnification of officers.
8. VACATION - Paid vacations in accordance with Company Policy.
9. OTHER - Any other fringe benefits that may from time to time be made
available to employees of the Company generally.
B-2
EXHIBIT C
[DATE]
Mr. Ted S. Rzeszuto
[STREET ADDRESS]
[CITY, STATE, ZIP CODE]
DEAR _____________________:
This letter sets forth the amount of and the conditions to your Stay Bonus
pursuant to your Employment and Consulting Agreement with United Stationers Inc.
and United Stationers Supply Co. 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 [a
severance benefit] [an amount] equal to _________ payable in an initial
installment in the amount of $__________ paid within one month following
[the date the Term of Employment expires or terminates] [your severance]
with 23 equal monthly installments in the amount of $__________ each paid
to you thereafter.
2. In return for the Company's providing the severance payment, 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 is related to or 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 VII of the Civil Rights Act of 1964, the
Civil Rights Acts of 1966 and of 1991, the Employment Retirement
Income Security Act of 1974, 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
Mr. Ted S. Rzeszuto
PAGE 2
receive reimbursement for ordinary business expenses previously
incurred or for pending medical or workers compensation claims or any
other right you may have against the Company pursuant to your
Employment and Consulting Agreement.)
B. CONFIDENTIALITY AND NON-COMPETITION. You hereby acknowledge that
Sections 6, 7 and 8 of your Employment and Consulting Agreement dated
April 3, 1987 and as amended February 13, 1995 shall remain in full
force and effect and survive the expiration of the Term of Employment
thereunder.
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 payments under Paragraph 1, and you shall repay any such [severance
payments] [installments] previously made to you.
4. 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 an officer of the Company.
5. This Agreement shall be governed by Illinois law.
6. You acknowledge that you have had ample opportunity 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 considerations contained in your Employment and Consulting Agreement;
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 my revoke it by providing me with written notice no later than 7
days after you have signed it.
C-2
Mr. Ted S. Rzeszuto
PAGE 3
[Insert required information for valid ADEA waiver at time waiver is
delivered for Employee's 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 letter, please sign
below and return the Agreement to me.
Sincerely,
UNITED STATIONERS SUPPLY CO.
______________________________
Vice President, Human Resources
Agreed to and Signed:
This ______ Day of __________, 199_.
Signature:_________________________
C-3