EXHIBIT 10.62
AMENDMENT TO
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EMPLOYMENT AND CONSULTING AGREEMENT
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This amendment is made as of the 25th day of May, 1995 between UNITED
STATIONERS INC, ("USI"), UNITED STATIONERS SUPPLY CO. ("Supply Co. ") (USI and
Supply Co. are collectively referred to as the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
("Employee").
WHEREAS, the Company and the Employee are parties to an Employment and
Consulting Agreement dated March 1, 1990 and Amendments dated April 10, 1991,
September 1, 1994, February 13, 1995 and April 26, 1995 (collectively, "the
Agreement").
WHEREAS, the parties desire to amend the Agreement.
NOW THEREFORE, for valuable consideration which the parties acknowledge,
the parties agree as follows:
Section 2(a) line 6 of the Amendment dated February 13, 1995
stating:
"..... Company within 30 days following the date on which the
....."
shall be amended to read
"..... Company within 76 days (corresponding to June 15, 1995)
following the date on which the ...."
Except as so amended, the Agreement is in all other respects unchanged.
UNITED STATIONERS INC. UNITED STATIONERS SUPPLY CO.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer Its: Chief Financial Officer
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EMPLOYEE
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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November 29, 1995
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Dear ▇▇▇▇:
This will confirm the agreement of United Stationers Inc., effective as of
this date, to grant to you, as a director of the Company, an option to purchase
from the Company 14,648 shares of Common Stock of the Company at $5.12 per
share, subject to adjustment as hereinafter described. In consideration of this
grant, you agree to serve as a director for a three year term.
This option may be exercised as follows:(a) up to one-third thereof may be
exercised at any time after the date hereof, (b) up to two-thirds may be
exercised on or after the first anniversary of this grant, and all of the
options may be exercised on or after the second anniversary of this grant. This
grant and all exercises shall be subject to the restrictions and provisions of
Section 16b - and the filing requirements of Section 16a - of the Securities
Exchange Act of 1934, as amended.
The unexercised portion of the option, if any, will automatically and
without notice terminate on the third anniversary of this grant.
If you cease for any reason to be a director of the Company, all options
shall be deemed vested, and the options shall expire on the earlier of (a) the
third anniversary of this grant or (b) one year after you cease to be a
director.
Any exercise of an option shall be in writing addressed to the Treasurer of
the Company, accompanied by payment in full of the exercise price. The date of
exercise shall be the date of actual receipt by the Treasurer.
Certificates representing such shares may be legended in such manner as the
Company may require and shall be subject to such restrictions on disposition as
may be required to comply with Federal and State securities laws.
The option is exercisable, during your lifetime, only by you. No option may
be transferred, assigned, pledged or hypothecated, except as provided by will or
the applicable laws of descent or distribution.
If requested to do so by the Company at the time of exercise of an option,
in whole or in part, you agree to execute a certificate indicating that you are
purchasing the stock under such option for investment and not with any present
intention to sell the stock and that none of the shares shall be disposed of
unless a registration statement under the Securities Act of 1933 shall be
effective as to such shares, or unless an exemption from registration is
available for such disposition.
In the event there is any change in the common stock of the Company by
reason of any consolidation, combination, liquidation, reorganization,
recapitalization, stock dividend, stock split, combination or exchange of
shares, or any like change in the capital structure of the Company, the number
or kind of shares and the per share price or value shall be appropriately
adjusted by the Board of Directors.
To indicate your acceptance of this agreement, please sign and return one
copy of this letter immediately.
Sincerely,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman of the Board and
Chief Executive Officer
ACCEPTED:
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