ACCO BRANDS CORPORATION AMENDED AND RESTATED 2005 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
EXHIBIT
99.2
ACCO
BRANDS CORPORATION
AMENDED
AND RESTATED 2005 INCENTIVE PLAN
THIS
AGREEMENT is made and entered into this and effective _____________, 20__ (the
“Grant
Date”)
by and
between ACCO Brands Corporation, a Delaware corporation (collectively with
all
Subsidiaries, the “Company”)
and
____________________ (“Grantee”).
WHEREAS,
Grantee is a Key Employee of the Company and in compensation for Grantee’s
services, the Board deems it advisable to award to Grantee an Award of
Restricted Stock Units representing shares of the Company’s Common Stock,
pursuant to the Amended and Restated ACCO Brands Corporation 2005 Incentive
Plan
(“Plan”),
as set
forth herein.
NOW
THEREFORE, subject to the terms and conditions set forth herein:
1. Plan
Governs; Capitalized Terms.
This
Agreement is made pursuant to the Plan, and the terms of the Plan are
incorporated into this Agreement, except as otherwise specifically stated
herein. Capitalized terms used in this Agreement that are not defined in this
Agreement shall have the meanings as used or defined in the Plan. References
in
this Agreement to any specific Plan provision shall not be construed as limiting
the applicability of any other Plan provision.
2. Award
of Restricted Stock Units.
The
Company hereby awards to Grantee on the Grant Date an Award of ______________
Restricted Stock Units. Each Restricted 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. Each Restricted Stock Unit shall vest in accordance with
Section
3
and
shall be payable to Grantee in accordance with Section
4,
below.
The Company shall hold the Restricted Stock Units in book-entry form. The
Grantee shall have no direct or secured claim in any specific assets of the
Company or the shares of Common Stock to be issued to Grantee under Section
4 hereof,
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__, AND IS SUBJECT TO ALL TERMS, CONDITIONS AND
PROVISIONS OF THE PLAN AND THIS AGREEMENT, WHICH GRANTEE ACCEPTS UPON SIGNING
AND DELIVERING THIS AGREEMENT TO THE COMPANY.
3. Vesting.
(a) Generally.
Subject
to the acceleration of the vesting of the Restricted Stock Units pursuant to
Sections
3(b),
3(c),
3(e)
and
3(f)
below,
or the forfeiture and termination of the Restricted Stock Units pursuant
Section
3(d)
below,
the Restricted Stock Units shall vest and become nonforfeitable, and all
restrictions thereon shall lapse, on ______________, 20__1.
____________
1Insert
3-year or other applicable cliff vesting
date.
1
(“Vesting
Date”)
provided that Grantee has been continuously employed by the Company through
such
date.
(b) Death;
Disability.
Unless
the Committee shall otherwise determine, upon the death of Grantee while
employed by the Company or the termination of Grantee’s employment due to his
Disability, the unvested Restricted Stock Units shall immediately vest and
become nonforfeitable, and all restrictions thereon shall lapse.
(c) Retirement;
Involuntary Termination.
Unless
the Committee shall otherwise determine, upon the termination of Grantee’s
employment due to his Retirement, or involuntarily by the Company without Cause
on a date that is on or after the first anniversary of the Grant Date (an
“Involuntary
Termination”),
the
unvested Restricted Stock Units shall partially vest and become nonforfeitable,
and restrictions thereon shall lapse, in such number of Restricted Stock Units
(rounded up to the next integer) as equals the fraction the numerator of which
is the number of days from the Grant Date through the date of such employment
termination and the denominator of which is the number of days from the Grant
Date through the vesting date set forth in Section
3(a)
hereof.
(d) Other
Terminations.
Unless
the Committee shall otherwise determine, upon a termination of Grantee’s
employment for any reason, other than due to Grantee’s death, Disability,
Retirement or Involuntary Termination, prior to the date on which the Restricted
Stock Units shall have vested, the unvested portion of the Restricted Stock
Units shall be immediately forfeited. Any forfeited Restricted Stock Units
shall
be automatically immediately be cancelled and shall terminate.
(e) Change
in Control; Divestiture
(i) Subject
to Section
3(e)(ii)
hereof,
upon the occurrence of a Change in Control while the Grantee is employed by
the
Company, the unvested Restricted Stock Units shall immediately vest and become
nonforfeitable and all restrictions thereon shall lapse.
(ii) The
Committee shall have the authority to cause the Company (or successor pursuant
to the Change in Control), upon the occurrence of a Change in Control, to issue
to Grantee a Replacement Award for the Restricted Stock Units granted hereunder
on such terms and conditions as are consistent with Section
13(b)(iii)(A)
and 13(b)(iv)
of the
Plan. Upon the involuntary termination of Grantee’s employment by the Company
without Cause, or the voluntary termination of Grantee’s employment for Good
Reason, at any time on or before the second anniversary of the occurrence of
the
Change in Control, the unvested Restricted Stock Units constituting the
Replacement Award shall immediately vest and become nonforfeitable and all
restrictions thereon shall lapse. Any termination of Grantee’s employment after
the second anniversary of the occurrence of the Change in Control shall be
governed by the provisions of Section
3
of this
Agreement other than this Section
3(f)(ii).
(iii) Upon
the
occurrence of a transaction by which the Subsidiary that is Grantee’s principal
employer ceases to be a Subsidiary of the Company and Grantee’s
2
employment
with the Company and all other Subsidiaries ceases, the unvested Restricted
Stock Units shall partially vest and become nonforfeitable, and restrictions
thereon shall lapse, in such number of Restricted Stock Units (rounded up to
the
next integer) as equals the fraction the numerator of which is the number of
days from the Grant Date through the Divestiture Date (as defined under
Section
13(c)
of the
Plan) and the denominator of which is the number of days from the Grant Date
through the vesting date set forth in Section
3(a)
hereof.
(f) Contrary
Other Agreement.
The
provisions of Section
3(b),
3(c)
or
3(d)
to the
contrary notwithstanding, if Grantee and the Company have entered into an
employment or other agreement which provides for vesting treatment upon a
termination of Grantee’s employment with the Company (and all Affiliates) that
is inconsistent with the provisions of Section
3(b), 3(c)
or
3(d),
to the
extent not inconsistent with the terms of the Plan the more favorable to Grantee
of the terms of (i) such employment or other agreement and (ii) this Agreement,
shall control.
(g) Payment
on Vesting.
Upon
vesting and lapse of restrictions, Restricted Stock Units shall be paid to
Grantee as provided at Section
4
hereof.
4. Delivery
of Shares.
(a) Issuance
of Shares.
As soon
as may be practicable after the date in which the Restricted Stock Units vest
and restrictions lapse, but not later than (i) except for a vesting event
pursuant to Section
3(e)
hereof,
the March 15th following the December 31st of the calendar year in which such
vesting date occurs or (ii) 30 days following the occurrence of a vesting event
pursuant to Section
3(e)
hereof,
the Company (or its successor) shall cause its transfer agent for the Common
Stock to register shares in book-entry form in the name of the Grantee (or,
in
the discretion of the Committee, issue to Grantee a stock certificate)
representing a number of shares of Common Stock equal to the number of
Restricted Stock Units then vested; provided, such issuance shall be deferred
until the first such later date after vesting as may be required to comply
with
the provisions of Section 409A of the Code.
(b) Withholding
Taxes.
At the
time shares of Common Stock are issued to Grantee, the Company shall satisfy
the
minimum statutory Federal, state and local withholding tax obligation (including
the FICA and Medicare tax obligation) required by law with respect to the
distribution of shares from one or more of the following methods, as determined
by the Committee: (i) the Company shall withhold cash compensation then accrued
and payable to Grantee of such required withholding amount, (ii) Grantee may
tender a check or other payment of cash to the Company of such required
withholding amount, or (iii) by withholding from shares issuable to Grantee
hereunder having an aggregate Fair Market Value equal to the amount of such
required withholding.
5. No
Transfer or Assignment of Restricted Stock Units; Restrictions on
Sale.
Except
as otherwise provided in this Agreement, the Restricted Stock Units and the
rights and privileges conferred thereby shall not be sold, pledged or otherwise
transferred (whether by operation of law or otherwise) and shall not be subject
to sale under execution, attachment, levy or similar process until the shares
of
Common Stock represented by the Restricted Stock Units
3
are
delivered to Grantee or his designated representative. The Grantee shall not
sell any shares of Common Stock at any time when applicable laws or Company
policies prohibit a sale. This restriction shall apply as long as Grantee is
an
Employee of the Company or an Affiliate of the Company.
6. Legality
of Initial Issuance.
No
shares of Common Stock shall be issued unless and until the Company has
determined that (a) any applicable listing requirement of any stock exchange
or
other securities market on which the Common Stock is listed has been satisfied;
and (b) all other applicable provisions of state or federal law have been
satisfied.
7. Miscellaneous
Provisions.
(a) Rights
as a Stockholder.
Neither
Grantee nor Grantee’s representative shall have any rights as a stockholder with
respect to any shares underlying the Restricted Stock Units until the date
that
the Company is obligated to deliver such shares of Common Stock to Grantee
or
Grantee’s representative.
(b) Dividend
Equivalents.
As of
each dividend date with respect to shares of Common Stock, an unvested dividend
equivalent shall be awarded to Grantee in the dollar amount equal to the amount
of the dividend that would have been paid on the number of shares of Common
Stock equal to the number of Restricted Stock Units held by Grantee as of the
close of business on the record date for such dividend. Such dividend equivalent
amount shall be converted into a number of Restricted Stock Units equal to
the
number of whole and fractional shares of Common Stock that could have been
purchased at the closing price on the dividend payment date with such dollar
amount. In the case of any dividend declared on shares of Common Stock which
is
payable in shares of Common Stock, Grantee shall be awarded an unvested dividend
equivalent of an additional number of Restricted Stock Units equal to the
product of (x) the number of his Restricted Stock Units then held on the related
dividend record date multiplied by the (y) the number of shares of Common Stock
(including any fraction thereof) distributable as a dividend on a share of
Common Stock. All such dividend equivalents credited to Grantee shall be added
to and in all respects thereafter be treated as Restricted Stock Units
hereunder.
(c) No
Retention Rights.
Nothing
in this Agreement shall confer upon Grantee any right to continue in the
employment or service of the Company for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Company or
of
Grantee, which rights are hereby expressly reserved by each, to terminate his
employment or service at any time and for any reason, with or without
Cause.
(d) Inconsistency.
To the
extent any terms and conditions herein conflict with the terms and conditions
of
the Plan, the terms and conditions of the Plan shall control.
(e) Notices.
Any
notice required by the terms of this Agreement shall be given in writing and
shall be deemed effective upon personal delivery, upon deposit with the United
States Postal Service, by registered or certified mail, with postage and fees
prepaid or upon deposit with a reputable overnight courier. Notice shall be
addressed to the Company at its
4
principal
executive office and to Grantee at the address that he most recently provided
to
the Company.
(f) Entire
Agreement; Amendment; Waiver.
This
Agreement constitutes the entire agreement between the parties hereto with
regard to the subject matter hereof. This Agreement supersedes any other
agreements, representations or understandings (whether oral or written and
whether express or implied) which relate to the subject matter hereof. No
alteration or modification of this Agreement shall be valid except by a
subsequent written instrument executed by the parties hereto. No provision
of
this Agreement may be waived except by a writing executed and delivered by
the
party sought to be charged. Any such written waiver will be effective only
with
respect to the event or circumstance described therein and not with respect
to
any other event or circumstance, unless such waiver expressly provides to the
contrary.
(g) Choice
of Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Illinois, as such laws are applied to contracts entered into and
performed in such State, without giving effect to the choice of law provisions
thereof.
(h) Successors.
(i) This
Agreement is personal to Grantee and, except as otherwise provided in
Section 5
above,
shall not be assignable by Grantee otherwise than by will or the laws of descent
and distribution, without the written consent of the Company. This Agreement
shall inure to the benefit of and be enforceable by Grantee’s legal
representatives.
(ii) This
Agreement shall inure to the benefit of and be binding upon Company and its
successors.
(i) Severability.
If any
provision of this Agreement for any reason should be found by any court of
competent jurisdiction to be invalid, illegal or unenforceable, in whole or
in
part, such declaration shall not affect the validity, legality or enforceability
of any remaining provision or portion thereof, which remaining provision or
portion thereof shall remain in full force and effect as if this Agreement
had
been adopted with the invalid, illegal or unenforceable provision or portion
thereof eliminated.
(j) Headings.
The
headings, captions and arrangements utilized in this Agreement shall not be
construed to limit or modify the terms or meaning of this
Agreement.
(k) Counterparts.
This
Agreement may be executed simultaneously in one or more counterparts, each
of
which shall be deemed an original, but all of which shall constitute but one
and
the same instrument.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
and year first written above.
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ACCO
BRANDS CORPORATION
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By:
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Name:
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Its:
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Grantee
Name
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Grantee
Signature
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