EXHIBIT 10.3
STOCK OPTION AGREEMENT
TO:
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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 _____ 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 and 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. In the event your employment is terminated by the Company at the time of
or after the Transaction in a manner which entitles you to receive severance
pursuant to any written plan of the Company or written agreement between the
Company and you (collectively "Severance Arrangement"), in lieu of any full
vesting to which you may otherwise be entitled under such Severance
Arrangement, you shall be entitled to continue to vest in the Option during
the period over which such severance is paid and/or calculated (irrespective
of whether severance is paid over time or in a lump sum). The two immediately
preceding sentences shall supersede in full any provisions in the Plan or any
Severance Arrangement 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 either the Chairman
or the President of GBC, 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 in the Plan and
as modified by this Agreement.
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 X. Xxxxxx
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Chairman, President &
Chief Executive Officer
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.
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Employee
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