United Stationers Inc. Executive Summary of Board of Directors Compensation (Effective 9/1/08)
This document outlines the compensation structure for the Board of Directors of United Stationers Inc., effective September 1, 2008. It details annual retainers, meeting fees, committee fees, and equity compensation for both the Chairman and other non-employee directors. Directors may defer compensation into stock units, which are paid out after their service ends. The agreement also covers reimbursement for reasonable travel expenses related to board duties. The compensation plan was approved by the Board following recommendations from the Governance Committee.
Exhibit 10.2
United Stationers Inc.
Executive Summary of Board of Directors Compensation
(approved as of 7/31/08 with an effective date of 9/1/08)
During 2008 the Board of Directors of United Stationers Inc., upon recommendation by the Governance Committee, approved certain adjustments to the overall compensation paid to Board members. Following is a summary of the forms and levels of compensation to be provided to Directors from September 1, 2008.
| Director Compensation Component |
| 2008 Amount |
| Comment |
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| Annual Retainer |
| $60,000 annual rate |
| Unchanged from 2005 |
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| Board Meeting Fees |
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| · In person |
| $4,000 per meeting |
| Unchanged from 2005 |
| · Telephonic |
| $1,000 per meeting |
| Unchanged from 2004. |
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| Committee Meeting Fees |
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| · Held in connection with a Board meeting |
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| · Held by teleconference |
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| — Audit Committee Chairman |
| $2,500 per meeting |
| Unchanged from 2005 |
| — Other Committee Chairmen |
| $2,000 per meeting |
| Unchanged from 2006 |
| — Other non-employee members |
| $500 per meeting |
| Unchanged from 2004 |
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| · In-person meeting not held in connection with a Board meeting |
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| — Audit Committee Chairman |
| $2,500 |
| Unchanged from 2005 |
| — Other Committee Chairmen |
| $2,000 per meeting |
| Unchanged from 2006 |
| — Other non-employee members |
| $1,000 per meeting |
| Unchanged from 2004 |
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| Deferred Compensation |
| N/A |
| Allows for deferrals of all or a portion (but not less than 50%) of the annual retainer and meeting fees into stock units. Such stock units are paid out after cessation of service as a Director. |
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| Director Compensation Component |
| 2008 Amount |
| Comment |
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| Equity Compensation |
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| · Chairman of the Board |
| Approximately $120,000 |
| Increased in 2008 from $100,000 to $120,000. |
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| Restricted stock to be granted on September 1, 2008 will be for the number of shares having an economic value of $120,000 based upon the closing price of the Company’s Common Stock on August 29, 2008. The restricted stock will vest in substantially equal installments over 3 years. |
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| · Other non-employee directors |
| Approximately $110,000 |
| Increased in 2008 from $90,000 to $110,000. |
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| Restricted stock to be granted on September 1, 2008 will be for the number of shares having an economic value of $110,000 based upon the closing price of the Company’s Common Stock on August 29, 2008. The restricted stock will vest in substantially equal installments over 3 years. |
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| Reimbursement |
| Reasonable travel-related expenses |
| Directors are reimbursed for reasonable travel-related expenses incurred in connection with their attendance at Board meetings, Committee meetings, and certain Company events. In addition, the Company encourages their periodic attendance at accredited “Directors’ Colleges” at Company expense. |
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