Common use of Number of Shares to be Received Clause in Contracts

Number of Shares to be Received. The number of shares of Stock that the Participant will be entitled to receive in settlement of each Unit upon its vesting will be determined as follows: (a) Each calendar year beginning with the year ending December 31, 2011 and ending with the year ending December 31, 2014 will be considered a performance period for purposes of this Award. As of the end of each performance period, the number of shares of Stock to be issued in settlement of 25% of the number of Units subject to this Agreement (the “Share Settlement Amount”) will be determined and fixed by multiplying 25% of the Units by the Share Adjustment Factor (defined below). (b) The Share Adjustment Factor for any performance period is the sum of the EBIT Adjustment Factor and the Sales Adjustment Factor, each as defined in this paragraph. The EBIT Adjustment Factor for any performance period is the multiple (calculated to two decimal places) determined by comparing EBIT1 for ORS Nasco Inc. for that performance period to the EBIT threshold, target and maximum amounts for that performance period as established by the Committee, as described in Appendix A to this Agreement. The Sales Adjustment Factor for any performance period is the 1 For purposes of this Agreement, “EBIT” for any performance period means earnings before interest and taxes for ORS Nasco Inc. for that performance period, is calculated as total gross margin less total operating expenses, and will be derived from the diluted earnings per share as reported in the Company’s audited financial statements for the performance period and adjusted for the same items used in adjusting Net Income results for the United Stationers Management Incentive Plan purposes. The calculation of EBIT shall exclude the impacts of any intercompany sales and any acquisition accounting items, including amortization of intangible assets, depreciation expenses associated with any fixed asset step up to fair value and impact of any inventory step up to fair value. multiple (calculated to two decimal places) determined by comparing Sales2 for ORS Nasco Inc. for that performance period to the Sales threshold, target and maximum amounts for that performance period as established by the Committee, as described in Appendix A to this Agreement. The target EBIT and Sales amounts for ORS Nasco Inc. for each performance period are set forth in Appendix A. (c) If any Units vest before the Vesting Date pursuant to paragraphs 3(a), (b) or (c), then for each performance period that has been completed prior to such vesting event, the applicable Settlement Share Amount determined for that performance period will be utilized. To the extent the number of Units that vest pursuant to Paragraphs 3(a), (b) or (c) exceeds the number of Units for which Settlement Share Amounts have been determined pursuant to Paragraphs 4(a) and (b), the number of shares of Stock to be issued in settlement of such additional Units will be determined by multiplying such number of additional Units by the Share Adjustment Factor for the last completed performance period (or by 1 if no performance period has been completed at that time).