Common use of Award of Performance Stock Units Clause in Contracts

Award of Performance Stock Units. The Company hereby grants to Grantee on the Grant Date an Award of ___________ Performance Stock Units at Target, or such lesser or greater number of Performance Stock Units, as may be earned upon the attainment of applicable performance objectives set forth in Schedule I attached hereto and made a part hereof. Each Performance Stock Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Grantee, subject to the terms and conditions of this Agreement, one (1) share of Common Stock (“Share”). Each Performance Stock Unit shall be earned and vested in accordance with Section 3 and shall be payable to Grantee in accordance with Section 4. The Company shall hold the Performance Stock Units in book-entry form. Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares that may become issuable to Grantee under Section 4, and shall have the status of a general unsecured creditor of the Company. THIS AWARD IS CONDITIONED ON GRANTEE SIGNING THIS AGREEMENT AND RETURNING IT TO THE COMPANY BY ___________, 2013 AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CERTAIN COVENANTS SET FORTH ON ATTACHMENT A HERETO THAT APPLY DURING, AND FOLLOWING A TERMINATION OF, XXXXXXX’S EMPLOYMENT FOR ANY REASON. FOR PURPOSES OF ATTACHMENT A, XXXXXXX’S SECTION 4.1 RESTRICTION SHALL BE FOR 24 ACCO Brands Performance Stock Units Award Agreement – February 2013 MONTHS AND XXXXXXX’S SECTION 4.2 RESTRICTION SHALL BE FOR 12 MONTHS, EXCEPT AS GRANTEE AND THE CHIEF EXECUTIVE OFFICER (AND SHOULD THE CHIEF EXECUTIVE OFFICER BE THE GRANTEE, THE COMPENSATION COMMITTEE OF THE BOARD) MAY OTHERWISE AGREE IN WRITING.

Award of Performance Stock Units. The Company hereby grants to Grantee the Participant on the Grant Date an Award of [___________ ] Performance Stock Units at Target, or such lesser or greater number of Performance Stock Units, as may be earned upon the attainment of applicable performance objectives set forth in Schedule I attached hereto and made a part hereofhereto. Each Performance Stock Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Granteethe Participant, subject to the terms and conditions of this Agreement, one (1) share of Common Stock (“Share”). Each Performance Stock Unit shall be Share upon becoming earned and vested in accordance with Section 3 and shall be payable to Grantee settlement in accordance with Section 4. The Company shall hold the Performance Stock Units in book-entry form. Grantee The Participant shall have no direct or secured claim in any specific assets of the Company or the Shares that may become issuable to Grantee the Participant under Section 4, and shall have the status of a general unsecured creditor of the Company. THIS AWARD IS CONDITIONED ON GRANTEE THE PARTICIPANT SIGNING THIS AGREEMENT AND RETURNING IT TO VIA E-SIGNATURE (AS DESCRIBED AT THE COMPANY BY ___________END OF THIS AGREEMENT) WITHIN 45 DAYS OF THE GRANT DATE, 2013 WHICH THE PARTICIPANT ACCEPTS UPON HIS OR HER ELECTRONIC EXECUTION OF THIS AGREEMENT AS DESCRIBED BELOW, AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CERTAIN THE PARTICIPANT COVENANTS SET FORTH ON ATTACHMENT EXHIBIT A HERETO THAT APPLY DURING, DURING THE PARTICIPANT’S EMPLOYMENT AND FOLLOWING A TERMINATION OF, XXXXXXXOF THE PARTICIPANT’S EMPLOYMENT FOR ANY REASON. FOR PURPOSES OF ATTACHMENT A, XXXXXXX’S SECTION 4.1 RESTRICTION SHALL BE FOR 24 ACCO Brands Performance Stock Units Award Agreement – February 2013 MONTHS AND XXXXXXX’S SECTION 4.2 RESTRICTION SHALL BE FOR 12 MONTHS, EXCEPT AS GRANTEE AND THE CHIEF EXECUTIVE OFFICER (AND SHOULD THE CHIEF EXECUTIVE OFFICER BE THE GRANTEE, THE COMPENSATION COMMITTEE OF THE BOARD) MAY OTHERWISE AGREE IN WRITING.56257325v.5 Exhibit 10.5

Award of Performance Stock Units. The Company hereby grants to Grantee the Participant on the Grant Date an Award of [___________ ] Performance Stock Units at Target, or such lesser or greater number of Performance Stock Units, as may be earned upon the attainment of applicable performance objectives set forth in Schedule I attached hereto and made a part hereofhereof during the period of January 1, 2021 through December 31, 2021 (the “Performance Period”). Each Performance Stock Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Granteethe Participant, subject to the terms and conditions of this Agreement, one (1) share of Common Stock (“Share”). Each Performance Stock Unit shall be Share upon becoming earned and vested in accordance with Section 3 and shall be payable to Grantee settlement in accordance with Section 4. The Company shall hold the Performance Stock Units in book-entry form. Grantee The Participant shall have no direct or secured claim in any specific assets of the Company or the Shares that may become issuable to Grantee the Participant under Section 4, and 67652174v.6 shall have the status of a general unsecured creditor of the Company. THIS AWARD IS CONDITIONED ON GRANTEE THE PARTICIPANT SIGNING THIS AGREEMENT AND RETURNING IT TO VIA E-SIGNATURE (AS DESCRIBED AT THE COMPANY BY ___________END OF THIS AGREEMENT) WITHIN 45 DAYS OF THE GRANT DATE, 2013 WHICH THE PARTICIPANT ACCEPTS UPON HIS OR HER ELECTRONIC EXECUTION OF THIS AGREEMENT AS DESCRIBED BELOW, AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CERTAIN THE PARTICIPANT COVENANTS SET FORTH ON ATTACHMENT EXHIBIT A HERETO THAT APPLY DURING, DURING THE PARTICIPANT’S EMPLOYMENT AND FOLLOWING A TERMINATION OF, XXXXXXXOF THE PARTICIPANT’S EMPLOYMENT FOR ANY REASON. FOR PURPOSES OF ATTACHMENT A, XXXXXXX’S SECTION 4.1 RESTRICTION SHALL BE FOR 24 ACCO Brands Performance Stock Units Award Agreement – February 2013 MONTHS AND XXXXXXX’S SECTION 4.2 RESTRICTION SHALL BE FOR 12 MONTHS, EXCEPT AS GRANTEE AND THE CHIEF EXECUTIVE OFFICER (AND SHOULD THE CHIEF EXECUTIVE OFFICER BE THE GRANTEE, THE COMPENSATION COMMITTEE OF THE BOARD) MAY OTHERWISE AGREE IN WRITING.

Award of Performance Stock Units. The Company hereby grants to Grantee on the Grant Date an Award of ___________ Performance Stock Units at Target, or such lesser or greater number of Performance Stock Units, as may be earned upon the attainment of applicable performance objectives set forth in Schedule I attached hereto and made a part hereof. Each Performance Stock Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Grantee, subject to the terms and conditions of this Agreement, one (1) share of Common Stock (“Share”). Each Performance Stock Unit shall be earned and vested in accordance with Section 3 and shall be payable to Grantee in accordance with Section 4. The Company shall hold the Performance Stock Units in book-entry form. Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares that may become issuable to Grantee under Section 4, and shall have the status of a general unsecured creditor of the Company. THIS AWARD IS CONDITIONED ON GRANTEE SIGNING THIS AGREEMENT AND RETURNING IT TO THE COMPANY BY ___________, 2013 AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CERTAIN COVENANTS SET FORTH ON ATTACHMENT A HERETO THAT APPLY DURING, AND FOLLOWING A TERMINATION OF, XXXXXXX’S EMPLOYMENT FOR ANY REASON. FOR PURPOSES OF ATTACHMENT A, XXXXXXX’S SECTION 4.1 RESTRICTION SHALL BE FOR 24 ACCO Brands Performance Stock Units Award Agreement – February 2013 MONTHS AND XXXXXXXGRANTEE’S SECTION 4.2 RESTRICTION SHALL BE FOR 12 MONTHS, EXCEPT AS GRANTEE AND THE CHIEF EXECUTIVE OFFICER (AND SHOULD THE CHIEF EXECUTIVE OFFICER BE THE GRANTEE, THE COMPENSATION COMMITTEE OF THE BOARD) MAY OTHERWISE AGREE IN WRITING.

Award of Performance Stock Units. The Company hereby grants to Grantee on the Grant Date an Award of ___________ Performance Stock Units at Target, or such lesser or greater number of Performance Stock Units, as may be earned upon the attainment of applicable performance objectives set forth in Schedule I attached hereto and made a part hereof. hereof during the 20__, 20__ and 20__ fiscal years (each fiscal year a “Performance Period”) as follows: Performance Period Number of Performance Stock Units That May Be Earned At Target 20__ _______________ 20__ ________________ 20__ _________________ Each Performance Stock Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Grantee, subject to the terms and conditions of this Agreement, one (1) share of Common Stock (“Share”). Each Performance Stock Unit shall be earned and vested in accordance with Section 3 and shall be payable to Grantee in accordance with Section 4. The Company shall hold the Performance Stock Units in book-entry form. Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares that may become issuable to Grantee under Section 4, and shall have the status of a general unsecured creditor of the Company. THIS AWARD IS CONDITIONED ON GRANTEE SIGNING THIS AGREEMENT AND RETURNING IT TO THE COMPANY BY __________, 20_, 2013 _ AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CERTAIN COVENANTS SET FORTH ON ATTACHMENT A HERETO THAT APPLY DURING, AND FOLLOWING A TERMINATION OF, XXXXXXXGRANTEE’S EMPLOYMENT FOR ANY REASON. FOR PURPOSES OF ATTACHMENT A, XXXXXXXGRANTEE’S SECTION 4.1 RESTRICTION SHALL BE FOR 24 ACCO Brands Performance Stock Units Award Agreement – February 2013 __ MONTHS AND XXXXXXXGRANTEE’S SECTION 4.2 RESTRICTION SHALL BE FOR 12 __ MONTHS, EXCEPT AS GRANTEE AND THE CHIEF EXECUTIVE OFFICER (AND SHOULD THE CHIEF EXECUTIVE OFFICER BE THE GRANTEE, THE COMPENSATION COMMITTEE OF THE BOARD) MAY OTHERWISE AGREE IN WRITING.

Award of Performance Stock Units. The Company hereby grants to Grantee the Participant on the Grant Date an Award of ___________ Performance Stock Units at Target, or such lesser or greater number of Performance Stock Units, as may be earned upon the attainment of applicable performance objectives set forth in Schedule I attached hereto and made a part hereofhereto. Each Performance Stock Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Granteethe Participant, subject to the terms and conditions of this Agreement, one (1) share of Common Stock (“Share”). Each Performance Stock Unit shall be ) upon becoming earned and vested in accordance with Section 3 and shall be payable to Grantee settlement in accordance with Section 4. The Company shall hold the Performance Stock Units in book-entry form. Grantee The Participant shall have no direct or secured claim in any specific assets of the Company or the Shares that may become issuable to Grantee the Participant under Section 4, and shall have the status of a general unsecured creditor of the Company. THIS AWARD IS CONDITIONED ON GRANTEE THE PARTICIPANT SIGNING THIS AGREEMENT AND RETURNING IT TO VIA E-SIGNATURE (AS DESCRIBED AT THE COMPANY BY END OF THIS AGREEMENT) NO LATER THAN ___________, 2013 20__, WHICH THE PARTICIPANT ACCEPTS UPON HIS OR HER ELECTRONIC EXECUTION OF THIS AGREEMENT AS DESCRIBED BELOW, AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CERTAIN THE PARTICIPANT COVENANTS SET FORTH ON ATTACHMENT A HERETO THAT APPLY DURING, DURING THE PARTICIPANT’S EMPLOYMENT AND FOLLOWING A TERMINATION OF, XXXXXXXOF THE PARTICIPANT’S EMPLOYMENT FOR ANY REASON. FOR PURPOSES OF ATTACHMENT A, XXXXXXX’S SECTION 4.1 RESTRICTION SHALL BE FOR 24 ACCO Brands Performance Stock Units Award Agreement – February 2013 MONTHS AND XXXXXXX’S SECTION 4.2 RESTRICTION SHALL BE FOR 12 MONTHS, EXCEPT AS GRANTEE AND THE CHIEF EXECUTIVE OFFICER (AND SHOULD THE CHIEF EXECUTIVE OFFICER BE THE GRANTEE, THE COMPENSATION COMMITTEE OF THE BOARD) MAY OTHERWISE AGREE IN WRITING.

Award of Performance Stock Units. The Company hereby grants to Grantee on the Grant Date an Award of ___________ Performance Stock Units at Target, or such lesser or greater number of Performance Stock Units, as may be earned upon the attainment of applicable performance objectives set forth in Schedule I attached hereto and made a part hereof. hereof during the 2010, 2011 and 2012 fiscal years (each fiscal year a “Performance Period”) as follows: Performance Period Number of Performance Stock Units That May Be Earned At Target 2010 2011 2012 Each Performance Stock Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Grantee, subject to the terms and conditions of this Agreement, one (1) share of Common Stock (“Share”)Stock. Each Performance Stock Unit shall be earned and vested in accordance with Section 3 and shall be payable to Grantee in accordance with Section 4. The Company shall hold the Performance Stock Units in book-entry form. Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares shares of Common Stock that may become issuable to Grantee under Section 4, and shall have the status of a general unsecured creditor of the Company. THIS AWARD IS CONDITIONED ON GRANTEE SIGNING THIS AGREEMENT AND RETURNING IT TO THE COMPANY BY ___________, 2013 2010 AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CERTAIN COVENANTS SET FORTH ON ATTACHMENT A HERETO THAT APPLY DURING, AND FOLLOWING A TERMINATION OF, XXXXXXXGRANTEE’S EMPLOYMENT FOR ANY REASON. FOR PURPOSES OF ATTACHMENT A, XXXXXXXGRANTEE’S SECTION 4.1 RESTRICTION SHALL BE FOR 24 ACCO Brands Performance Stock Units Award Agreement – February 2013 MONTHS AND XXXXXXXGRANTEE’S SECTION 4.2 RESTRICTION SHALL BE FOR 12 MONTHS, EXCEPT AS GRANTEE AND THE CHIEF EXECUTIVE OFFICER (AND SHOULD THE CHIEF EXECUTIVE OFFICER BE THE GRANTEE, THE COMPENSATION COMMITTEE OF THE BOARD) MAY OTHERWISE AGREE IN WRITING.

Award of Performance Stock Units. The Company hereby grants to Grantee on the Grant Date an Award of ___________ Performance Stock Units at Target, or such lesser or greater number of Performance Stock Units, as may be earned upon the attainment of applicable performance objectives set forth in Schedule I attached hereto and made a part hereof. Each Performance Stock Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Grantee, subject to the terms and conditions of this Agreement, one (1) share of Common Stock (“Share”). Each Performance Stock Unit shall be earned and vested in accordance with Section 3 and shall be payable to Grantee in accordance with Section 4. The Company shall hold the Performance Stock Units in book-entry form. Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares that may become issuable to Grantee under Section 4, and shall have the status of a general unsecured creditor of the Company. THIS AWARD IS CONDITIONED ON GRANTEE SIGNING THIS AGREEMENT AND RETURNING IT TO THE COMPANY BY ___________, 2013 20__ AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CERTAIN COVENANTS SET FORTH ON ATTACHMENT A HERETO THAT APPLY DURING, AND FOLLOWING A TERMINATION OF, XXXXXXXGRANTEE’S EMPLOYMENT FOR ANY REASON. FOR PURPOSES OF ATTACHMENT A, XXXXXXX’S SECTION 4.1 RESTRICTION SHALL BE FOR 24 ACCO Brands Performance Stock Units Award Agreement – February 2013 MONTHS AND XXXXXXX’S SECTION 4.2 RESTRICTION SHALL BE FOR 12 MONTHS, EXCEPT AS GRANTEE AND THE CHIEF EXECUTIVE OFFICER (AND SHOULD THE CHIEF EXECUTIVE OFFICER BE THE GRANTEE, THE COMPENSATION COMMITTEE OF THE BOARD) MAY OTHERWISE AGREE IN WRITING.