Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER ----------------------------------------- This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of August 4, 2005, by and among FORTUNE BRANDS, INC., a Delaware corporation...Agreement and Plan of Merger • August 8th, 2005 • General Binding Corp • Office machines, nec • Delaware
AMENDMENTExecutive Employment Agreement • August 16th, 2005 • General Binding Corp • Office machines, nec
BY AND AMONGMerger Agreement • March 21st, 2005 • General Binding Corp • Office machines, nec • Delaware
GRPAHIC OMITTED] PERRY ZUKOWSKI Vice President Human Resources October 27, 2004 Mr. David H. Hewitt 528 Ravine Ave. Lake Bluff, IL 60044 Dear Dave: In connection with your October 14, 2004 termination of employment from General Binding Corporation and...Severance Agreement • March 15th, 2005 • General Binding Corp • Office machines, nec
AGREEMENT This agreement is entered into this first day of January, 1991 by and between Lane Industries, Inc., a Delaware corporation (hereinafter referred to as "Lane"), and General Binding corporation, a Delaware corporation (hereinafter referred to...Tax Allocation Agreement • March 15th, 2005 • General Binding Corp • Office machines, nec
1 Exhibit 10 GENERAL BINDING CORPORATION FIRST AMENDMENT TO AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT This First Amendment to Amended and Restated Multicurrency Credit Agreement (herein, the "Amendment") is entered into as of February 4,...Multicurrency Credit Agreement • March 22nd, 2000 • General Binding Corp • Office machines, nec • Illinois
June 28, 2000 Mr. James A. Miller 757 Baldwin Road Highland Park, Illinois 60035 Dear Jim: This is to confirm the agreement which we have reached regarding your service as Chairman of the Board of Directors and of the Executive Committee of General...Chairman Agreement • August 15th, 2000 • General Binding Corp • Office machines, nec
Exhibit 10.15 EXECUTIVE SEVERANCE/CHANGE IN CONTROL AGREEMENT In this Executive Severance/Change in Control Agreement dated as of August 26, 2000 (the "Agreement"), General Binding Corporation, including its subsidiaries (collectively referred to as...Executive Severance/Change in Control Agreement • March 15th, 2005 • General Binding Corp • Office machines, nec • Illinois
EXHIBIT 10.4 STOCK OPTION AGREEMENT TO: Dennis J. Martin OPTION DATE: February 23, 2005 EXPIRATION DATE: February 23, 2015 In order to provide additional incentive through stock ownership for key employees of General Binding Corporation and...Stock Option Agreement • March 21st, 2005 • General Binding Corp • Office machines, nec • Illinois
Exhibit 10.1 TAX ALLOCATION AGREEMENT THIS AGREEMENT is entered into this 1st day of June, 1978, by LANE INDUSTRIES, INC., a Delaware corporation ("Lane"), AMERICAN MALTING, INC., a New York corporation, and NORTHWEST GENERAL DATA SYSTEMS, INC., an...Tax Allocation Agreement • March 15th, 2005 • General Binding Corp • Office machines, nec
AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENTMulticurrency Credit Agreement • November 15th, 1999 • General Binding Corp • Office machines, nec • Illinois
Third Amended and Restated Multicurrency Credit Agreement dated as of June 26, 2003 among General Binding Corporation, The Banks Party Hereto, and Harris Trust and Savings Bank, as Administrative Agent and Co-Lead Arranger, LaSalle Bank National...Multicurrency Credit Agreement • July 1st, 2003 • General Binding Corp • Office machines, nec • Illinois
This Third Amended and Restated Multicurrency Credit Agreement (the "Agreement") is entered into as of June 26, 2003, by and among General Binding Corporation, a Delaware corporation (the "Company"), each of the financial institutions or lending institutions which are or hereafter become party hereto (hereinafter referred to as a "Bank" and collectively as the "Banks"), Harris Trust and Savings Bank in its capacity as agent hereunder (hereinafter referred to as the "Administrative Agent") and Co-Lead Arranger hereunder, LaSalle Bank National Association in its capacity as Syndication Agent and Co-Lead Arranger hereunder and General Electric Capital Corporation in its capacity as Documentation Agent hereunder. The Company and each Borrowing Subsidiary are at times hereinafter referred to individually as a "Borrower" and collectively as the "Borrowers".
Lane Industries, Inc. One Lane Center 1200 Shermer Road Northbrook, Illinois 60062Tax Allocation Agreement • March 21st, 2005 • General Binding Corp • Office machines, nec
Exhibit 10.2 STATE TAX ALLOCATION AGREEMENT THIS AGREEMENT is entered into as of this 31st day of May, 1985, by LANE INDUSTRIES, INC., a Delaware corporation ("Lane"), AMERICAN MALTING, INC., a New York corporation, LANE DATA SERVICES, INC., an...State Tax Allocation Agreement • March 15th, 2005 • General Binding Corp • Office machines, nec
EXHIBIT 4.3Stock Option Agreement • April 11th, 2001 • General Binding Corp • Office machines, nec
This Option may be exercised as to all or any of the 10,000 shares on or after March 23, 2001. Notwithstanding the foregoing, the exercise date shall accelerate and the Option shall be fully exercisable upon your death or disability. To the extent this Option becomes exercisable, it may be exercised in whole or in part at any time prior to February 23, 2011, at which date the Option shall expire and no longer be exercisable. In the event of your death, all outstanding Options granted pursuant to this Agreement shall remain exercisable for a period ending on the earlier of (i) February 23, 2011 or (ii) one (1) year after the date of your death.
Exhibit 10.4 [GRAPHIC OMITTED] May 8, 2003 Steven Rubin, Esq. Vice President, Secretary and General Counsel General Binding Corporation One GBC Plaza Northbrook, Illinois 60062 Re: Allocation of Consolidated Alternative Minimum Tax Dear Steve: This...Tax Allocation Agreement • March 15th, 2005 • General Binding Corp • Office machines, nec
EXHIBIT 10.5 GENERAL BINDING CORPORATION 2005 RESTRICTED STOCK UNIT GRANT NOTICE 1. THIS GRANT NOTICE made this 23rd day of February, 2005, the ("Award Date"), by and between General Binding Corporation ("GBC" or the "Company") and ______________ (the...Restricted Stock Unit Grant • March 21st, 2005 • General Binding Corp • Office machines, nec
EXHIBIT 10.3 STOCK OPTION AGREEMENT TO: ----------------------- OPTION DATE: February 23, 2005 EXPIRATION DATE: February 23, 2015 In order to provide additional incentive through stock ownership for key employees of General Binding Corporation and...Stock Option Agreement • March 21st, 2005 • General Binding Corp • Office machines, nec • Illinois
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 8th, 2005 • General Binding Corp • Office machines, nec • Delaware
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of August 4, 2005, by and among FORTUNE BRANDS, INC., a Delaware corporation (“Fortune”), ACCO WORLD CORPORATION, a Delaware corporation (“ACCO”), GEMINI ACQUISITION SUB, INC., a Delaware corporation (“Acquisition Sub”), and GENERAL BINDING CORPORATION, a Delaware corporation (“GBC”), is entered into to amend the Agreement and Plan of Merger, dated as of March 15, 2005, by and among Fortune, ACCO, Acquisition Sub and GBC (the “Agreement”) in the following particulars only:
AMENDMENT TO THE EXECUTIVE SEVERANCE/CHANGE IN CONTROL AGREEMENTExecutive Severance/Change in Control Agreement • March 21st, 2005 • General Binding Corp • Office machines, nec
