EXHIBIT 10.66
AMENDMENT TO
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EMPLOYMENT AND CONSULTING AGREEMENT
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This Amendment made as of this 30th day of August, 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 Employee are parties to an Employment and
Consulting Agreement dated April 3, 1987, and Amendment dated February 13, 1995
(collectively, the "Agreement"); and
WHEREAS, the parties desire to revise a portion of the Agreement;
THEREFORE, for valuable consideration which the parties acknowledge,
Employee and the Company agree that the Agreement shall be amended as follows:
1. Section 3(e) of the Agreement is amended to read as follows:
"(e) Stay Bonus. If the Term of Employment expires, is terminated by
the Company other than for cause pursuant to Section 10(c) or is terminated
voluntarily by the Employee with good reason pursuant to Section 10(a),
then, upon the execution and delivery of the Release and Agreement attached
hereto as Exhibit C, the Employee shall be entitled to and the Company
shall pay to Employee, an amount equal to Five Hundred One Thousand, One
Hundred Ninety-two Dollars ($501,192)("Stay Bonus") payable in an initial
installment of $228,274, in 22 equal monthly installments thereafter in the
amount of $12,305 each, and in a final installment of $2,208, with the
first installment commencing within one month after the Employee becomes
entitled thereto. The Company has secured the payment to which the Employee
may become entitled pursuant to this subsection (e) by a letter of credit
as described in and held and managed in accordance with a trust agreement
known as the USI Employee Benefits Trust ("Benefits Trust") dated March 21,
1995,which provides that the Stay Bonus described above will be paid by the
Benefits Trust as and when payable, provided the Employee has submitted a
properly completed and executed Start Notice substantially in the form
attached to the trust agreement as Schedule 4."
2. Section 3(f) is added as follows:
"(f) Parachute Limitation. If the Employee determines that any
payment pursuant to Section 3(e) would result in an Excess Parachute
Payment, then the Company agrees, upon Employee's written request, to
reduce the payments specified in Section 3(f) to the amount which will not
result, directly or indirectly, in the treatment of any amount paid or
payable by the Company to the Employee as an Excess Parachute Payment. For
purposes of this Agreement, the term "Excess Parachute Payment" shall have
the same meaning as the term has under section 280G of the Internal Revenue
Code of 1986, as amended and the regulations thereunder."
3. 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.
4. Except as so amended, the Agreement is in all other respects unchanged.
UNITED STATIONERS INC.
EMPLOYEE: UNITED STATIONERS SUPPLY CO.
By:
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