EXHIBIT 4.3
GENERAL BINDING CORPORATION
STOCK OPTION AGREEMENT
TO: Xxxxxx X. Xxxxxxxx
OPTION DATE: February 23, 2001
OPTION PRICE: $8.75
In recognition of your past service as a Director of General Binding
Corporation ("GBC"), you are hereby granted an Option by GBC, effective as of
the date hereof, to purchase 10,000 shares of GBC Common Stock at a price per
share of $8.75 subject to the terms and conditions set forth herein.
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.
No amendment, modification, or waiver of this Option in whole or in
part shall be binding unless consented to in writing by either the Chairman of
the Compensation Committee or the President of GBC, and by you, and no amendment
may cause you to be unfavorably affected with respect to the Option granted
hereunder.
No shares shall be issued, transferred or delivered upon exercise of
this Option unless the Board of Directors of GBC is satisfied that there has
been full compliance with all applicable requirements of the Securities Act of
1933. GBC shall promptly file a Registration Statement on Form S-8 with the
Securities and Exchange Commission to register the shares subject to this
Option.
The Board of Directors of GBC will make or provide for such adjustment
in the exercise price and/or in the number or kinds of shares of GBC stock
covered by this Option or reserved for issuance by GBC as it may deem to be
equitable as a result of any change in the number or kind of outstanding shares
of GBC resulting from any reorganization, recapitalization, stock split, stock
dividend, merger, consolidation, rights offering or other change in capital
structure or like transaction.
This Agreement shall not confer upon you any right to continuance of
tenure as a Director of GBC, nor shall this Agreement interfere in any way with
GBC's right to terminate your Directorship at any time.
In the event federal, state, or local taxes become required by law to
be withheld with respect to any exercise by you or your estate under this
Agreement, GBC shall have the authority to require you to remit to GBC an amount
sufficient to satisfy such taxes.
Please acknowledge your acceptance of this Option by signing one copy
of this Option agreement and return it to me.
GENERAL BINDING CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chairman
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
