ACCO BRANDS CORPORATION AMENDED AND RESTATED 2005 INCENTIVE PLAN DIRECTORS RESTRICTED STOCK UNIT AWARD AGREEMENT
EXHIBIT 99.1
ACCO BRANDS CORPORATION
AMENDED AND RESTATED 2005 INCENTIVE PLAN
THIS AGREEMENT is made and entered into this ____________ ___, 200___and effective ____________ ___,
200___(the “Grant Date” ) by and between ACCO Brands Corporation, a Delaware corporation (the
“Company” ) and __________________(“Grantee” ).
WHEREAS, Grantee is a member of the Board of Directors (the “Board” ) of the Company and in
compensation for Grantee’s services to be provided hereafter, the Board deems it advisable to award
to Grantee a Director 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 a Director 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 be fully vested and nonforfeitable, and payable in accordance with
Section 3, 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 3 hereof, and shall have the status
of a general unsecured creditor of the Company. THIS DIRECTOR AWARD IS CONDITIONED ON GRANTEE
SIGNING THIS AGREEMENT AND RETURNING IT TO THE COMPANY BY ____________ ___, 200___, 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. Delivery of Shares. As a condition to the award of this Director Award, Grantee
hereby agrees to defer payment of the Restricted Stock Units until the earlier to occur of (a) the
date in which Grantee separates from service with the Company and all Affiliates or (b) the date of
a “Change of Control” (as that term is defined under the ACCO Brands Corporation Deferred
Compensation Plan for Directors (“Directors Deferred Compensation Plan” ), as so provided under the
Directors Deferred Compensation Plan. For all purposes hereunder, “separation from service” and
“Affiliate” shall have the meaning set forth in the Directors Deferred Compensation Plan. As of
the date in which the Restricted Stock Units shall be so payable under
the Directors Deferred Compensation Plan, the Company 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 payable; provided, such issuance
shall be deferred until any first such later date as may be required to comply with the provisions
of Section 409A of the Code.
4. 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 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 a Director of the Company or an Affiliate of the Company.
5. 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.
6. 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, a fully vested 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 a fully vested 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) 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.
2
(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
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.
(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, except as otherwise provided in
Section 4 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.
(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.
3
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: | ||||
4
