ACCO BRANDS CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit
99.2
ACCO
BRANDS CORPORATION
2005
LONG-TERM 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 a Nonqualified Stock
Option representing a right to purchase shares of the Company’s Common Stock,
pursuant to the ACCO Brands Corporation 2005 Long-Term 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. Grant
of Option.
The
Company hereby grants to Grantee a Nonqualified Stock Option to purchase
________ shares of Common Stock, at the price of $__.__ per share (“Option”),
which
price is the Fair Market Value of one share of Common Stock on the Grant Date.
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,
EXERCISE, EXPIRATION AND TERMINATION OF OPTION.
(a) The
Option shall have a term expiring on the seventh anniversary of the Grant Date
(“Term”),
or
earlier as otherwise provided in this Section 3.
(b) Subject
to Section
3(c),
3(d),
3(e),
3(f)
and
3(g),
hereof,
the Option shall become vested and exercisable pursuant to the following
schedule:
|
Vesting
Date
|
Portion
of Option that is Vested and Exercisable
|
|
First
Anniversary of
the
Grant Date
|
A
Total of One-Third of the Option
|
|
Second
Anniversary of
the
Grant Date
|
A
Total of Two-Thirds of the Option
|
|
Third
Anniversary of
the
Grant Date
|
A
Total of Three-Thirds of the Option
|
(c) Death.
Any
unvested portion of the Option shall fully vest and become exercisable upon
termination of Grantee’s employment due to Grantee’s death while employed by the
Company.
(d) Disability;
Retirement.
Any
unvested portion of the Option shall fully vest and become exercisable upon
termination of Grantee’s employment due to Grantee’s Disability or Retirement,
provided that Grantee shall have been in the continuous employ of the Company
for at least one year from the Grant Date through the date of such
termination.
(e) 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, and other than due
to a termination of Grantee’s employment on or after the first anniversary of
the Grant Date due to Disability or Retirement, prior to the date on which
the
Option shall have fully vested, the unvested portion of the Option shall be
immediately forfeited and not exercisable. Any forfeited portion of the Option
shall be automatically cancelled and shall terminate.
(f) Change
in Control.
Immediately upon the occurrence of a Change in Control of the Company, or the
involuntary termination of Grantee’s employment by the Company within 90 days
prior to a Change in Control but at the direction of any third party
participating in or causing the Change in Control or otherwise in contemplation
of the Change in Control, the unvested portion of the Option shall immediately
fully vest and shall be exercisable, without regard for any termination of
Grantee’s employment within one year following the Grant Date.
(g) Contrary
Other Agreement.
The
provisions of Section
3(e)
and
3(f)
to the
contrary notwithstanding, if Grantee and the Company have entered into an
employment or other agreement which provides for vesting treatment of Grantee’s
Options upon a termination of Grantee’s employment with the Company (and all
Affiliates) that is inconsistent with the provisions of Section
3(e)
or
3(f),
the
more favorable to Grantee of the terms of (i) such employment or other agreement
and (ii) Section
3(e)
or
3(f),
as the
case may be, shall control.
(h) Exercise
Period for Vested Portion of Option.
Except
in the case of a termination of Grantee’s employment due to death, Disability or
Retirement, upon a termination of Grantee’s employment with the Company for any
reason, the vested portion of Grantee’s Option shall be exercisable for a period
of three months following the date of such termination. In the case of Grantee’s
death, or termination of Grantee’s employment due to Disability or Retirement,
the Option shall be exercisable for five years following such death or
termination of employment. The foregoing provisions of this Section
3(h)
to the
contrary notwithstanding, the Option shall expire and cease to be exercisable
on
the last day of the term of the Option set forth in Section
3(a)
hereof,
except that, in the case of the death of Grantee during Grantee’s employment by
the Company, to the extent the Option otherwise would expire, such expiration
date shall be deemed extended for one year following Grantee’s date of
death.
4. Exercise
Procedure.
Grantee
may exercise the vested Option, or any vested portion thereof, by notice of
exercise to the Company on a form approved by the Committee and payment of
the
Option price set forth in Section
2
in full
to the Company for the portion of the Option so exercised, and payment of any
required withholding taxes, (a) in cash or (b) by the delivery of shares of
Common Stock with a Fair Market Value equal to the Option Price
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provided
that Grantee has owned such shares for a period of not less than six months.
In
the discretion of the Committee, Grantee also may be permitted to pay such
Option price (and withholding taxes) pursuant to such exercise by a simultaneous
exercise and sale of the Option shares so purchased pursuant to a brokerage
or
other similar arrangement, and use the proceeds from such sale as payment of
the
purchase price of such shares, in accordance with a cashless exercise program
adopted by the Committee pursuant to Section 220.3(e)(4) of Federal Reserve
Board Regulation T. Upon the proper exercise of the Option, the Company
shall issue in Grantee’s name and deliver to Grantee (or to Grantee’s permitted
representative and in their name upon Grantee’s death, above), in either book
entry or certificate form (in the discretion of the Company) through the
Company’s transfer agent, the number of shares acquired through the exercise.
Grantee shall not have any rights as a shareholder of the Company with respect
to any unexercised portion of the Option.
5. Securities
Laws.
Grantee’s Option shall not be exercised if the exercise would
violate:
(a) Any
applicable state securities law;
(b) Any
applicable registration or other requirements under the Securities Act of 1933,
as amended (the “Act”)
the
Securities Exchange Act of 1934, as amended, or the listing requirements of
the
NYSE; or
(c) Any
applicable legal requirements of any governmental authority.
6. Miscellaneous.
(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 Option until the date that the Company
is
obligated to deliver such shares of Common Stock to Grantee or Grantee’s
representative pursuant to a timely exercise thereof.
(b) 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.
(c) 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.
(d) 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 principal executive office and to Grantee at
the
address that he most recently provided to the Company.
(e) Entire
Agreement; Amendment; Waiver.
This
Agreement constitutes the entire contract 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
3
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.
(f) 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.
(g) Successors.
(i) This
Agreement is personal to Grantee and 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.
(h) 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.
(i) 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.
(j) 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.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
and year first written above.
|
ACCO
BRANDS CORPORATION
By:____________________________________________
Name:__________________________________________
Its:____________________________________________
|
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|
________________________________________
Grantee
Name
________________________________________
Grantee
Signature
|
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