EXHIBIT 10.4
STOCK OPTION AGREEMENT
TO: Xxxxxx X. Xxxxxx
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 Subsidiaries, or any successor
thereto ("GBC" or the "Company"), you are hereby granted an Option by GBC,
effective as of the Option Date, to purchase 100,000 shares of GBC Common Stock
at a price per share of $12.77 which is one hundred percent (100%) of the Fair
Market Value of GBC Common Stock on the Option Date, subject to the terms and
conditions set forth in the General Binding Corporation 2001 Stock Incentive
Plan for Employees, as amended and restated (formerly the 2001 Stock Option
Plan for Employees) ("Plan").
Except as hereinafter provided, with respect to the Option granted
hereunder, vesting shall occur at a rate of twenty-five percent (25%) per year
beginning on the first anniversary of the Option Date described above and each
subsequent anniversary of the Option Date, provided you remain an employee of
GBC.
The Option is exercisable at any time after one (1) year following the
Option Date, in whole or in part, but only if all of the following conditions
are met at the time of exercise:
(i) the Option, or part thereof, is vested as described above;
(ii) the date of exercise is on or before the Expiration Date set
forth above; and
(iii) you are an employee of GBC, or if you are no longer an employee,
the date of exercise is in accordance with the Plan.
Subject to the provisions of the following sentence, in the event of a
Change in Control of GBC as defined in the Plan, all Options subject to this
Agreement shall vest 100%, whereupon all Options shall become exercisable in
full from the effective date of the Change in Control. Nothing in the foregoing
sentence to the contrary withstanding, in no event shall the transactions
contemplated pursuant to the Agreement and Plan of Merger between Fortune
Brands, Inc., ACCO World Corporation, Gemini Acquisition Sub, Inc. and the
Company (the "Transaction") be deemed or considered a "Change in Control" for
purposes of the Plan, and the consummation of the Transaction shall not in and
of itself cause the Options subject of this Agreement to vest.
The immediately preceding sentence shall supersede in full any provisions in
the Plan to the contrary.
The manner in which you may exercise this Option is by giving written
notice to the Vice President, Secretary and General Counsel of GBC accompanied
by either 1.) a check in payment of the option price ($12.77 per share) for the
number of shares of the Option being exercised as provided in the Plan, or 2.)
tendering a sufficient number of previously-acquired shares of GBC Common Stock
with a fair market value equal (subject to adjustment for fractional shares) to
the cost of the Option being exercised, or any combination of the foregoing. In
addition to the Option price, you must also pay or provide for required
withholding taxes. For purposes of this Agreement, "previously-acquired shares"
means shares purchased on the open market, or shares purchased from the Company
(including by exercise of this or any other option) which have been held for at
least six (6) months.
The Plan provides that no Option may be exercised unless the Plan is
in full compliance with all laws and regulations applicable thereto. At the
present time this condition is met and GBC will endeavor to keep the Plan in
compliance.
No amendment, modification, or waiver of this Option in whole or in
part shall be binding unless consented to in writing by the Executive
Compensation and Development Committee of the Board, and no amendment may cause
any participant to be unfavorably affected with respect to any Option already
granted hereunder.
In order to exercise this Option you must be employed by GBC at the
time of exercise. If you cease to be so employed, your Option will terminate on
the date of termination of employment, except as provided below:
(a) If your employment is terminated by GBC without Cause or due to your
resignation with Good Reason (in each case as defined in that certain
Executive Employment Agreement between the Company and you dated May
8, 2001 (your "Employment Agreement"), then this Option may, to the
extent exercisable at the time of your termination of employment, be
exercised at any time prior to the earlier of two years after the date
of termination of employment or the Expiration Date.
(b) If your employment terminates due to your Disability or death, then
the Option shall become vested and exercisable in full, and may be
exercised by you (or your beneficiaries) at any time prior to the
earlier of one year after the date of termination of employment or the
Expiration Date.
(c) If your employment is terminated due to a Change in Control
Termination (as defined in your Employment Agreement), the Options
shall become vested and exercisable in full, and may be exercised by
you at any time prior to the earlier of two years after the date of
termination of employment or the Expiration Date.
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Under current provisions of the Internal Revenue Code, when an Option
is exercised by you, you will receive ordinary taxable income equal to the
amount, if any, by which the fair market value on the date of exercise exceeds
the Option price. In the event federal, state, or local taxes are required by
law to be withheld with respect to any exercise of an Option under this
Agreement, GBC shall have the authority, without your consent, to deduct or
withhold, or require you to remit to GBC, an amount sufficient to satisfy such
taxes, which amount may, if you elect, include previously-acquired shares or
shares otherwise issuable upon exercise of this Option, which, in either case,
have a fair market value equal to not more than the minimum required
withholding taxes. Any gain or loss upon a sale of the shares issued to you
upon exercise of the Option will be treated as long-term or short-term capital
gain or loss depending upon then existing tax laws. The basis of the shares for
determining gain or loss at the time of sale will be their fair market value on
the date of exercise. Tax laws may change and tax treatment must be determined
in accordance with current tax laws. Company counsel should be consulted on
your ability to sell your shares.
This Agreement and the Plan are not intended to qualify for treatment
under the provisions of the Employee Retirement Income Security Act of 1974, as
amended, ("ERISA"). This Agreement shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required. To the extent not preempted
by federal law, this Agreement shall be governed by, and construed in
accordance with the laws of the State of Illinois.
Please sign the copy of this Option agreement and return it to the
Vice President, Human Resources, thereby indicating your understanding of and
agreement with its terms and conditions. Unless signed and returned by mail or
otherwise within thirty (30) days from date of mailing or delivery to you of
this agreement, this Option may be deemed withdrawn at the option of GBC. By
signing this Agreement you acknowledge receipt of a copy of the Plan. Except as
specifically provided in this Agreement, the terms of the Plan shall have
precedence over any terms in this Agreement that are inconsistent therewith.
GENERAL BINDING CORPORATION
By:
[S] Xxxxxx Xxxxx
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Title: Vice President, Secretary
& General Counsel
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TO: Vice President, Human Resources
General Binding Corporation
I hereby agree to the terms and conditions of this Stock Option Agreement. I
also hereby acknowledge receipt of a copy of the General Binding Corporation
2001 Stock Incentive Plan for Employees, as amended and restated (formerly
the 2001 Stock Option Plan for Employees), and, having read it, I hereby
signify my understanding or, and my agreement with its terms and conditions.
[S] Xxxxxx X. Xxxxxx
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Employee
March 16, 2005
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Date
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