AMENDED AND RESTATED 2005 INCENTIVE PLAN DIRECTORS RESTRICTED STOCK UNIT AWARD AGREEMENT
EXHIBIT
99.4
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 ceases to be a member of the Board 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. As of the date in
which
the Restricted Stock Units shall be 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:
|
||
|
Grantee
Name
|
||
|
Grantee
Signature
|
||
4
