Exhibit 99.1
AMENDMENT
This AMENDMENT ("Amendment"), dated this August 15, 2005, is an
amendment of an Executive Employment Agreement dated as of May 8, 2001 (the
"Employment Agreement"), and is entered into between General Binding
Corporation, a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxx (the
"Executive").
In consideration of the mutual agreements set forth below and other
good and valuable consideration, the parties agree as follows:
1. All capitalized terms not defined herein shall have the meaning set
forth in the Employment Agreement.
2. Section 6(b)(i) of the Employment Agreement is amended by adding a
new Paragraph (D) to follow Paragraph (C), as follows:
"(D) Anything in Section 3(f) to the contrary
notwithstanding, if such termination occurs upon or following a Change
of Control pursuant to the Agreement and Plan of Merger, dated as of
March 15, 2005, by and among Fortune Brands, Inc., ACCO World
Corporation, Gemini Acquisition Sub, Inc. and General Binding
Corporation ("ACCO Change of Control"), the sum of $3,800,000 in
complete satisfaction of Executive's rights to payment of a
supplemental pension benefit under Section 3(f)."
3. Section 10(b) of the Employment Agreement is amended by deleting
the clause "Accordingly, Executive agrees that during his employment and for a
period of one (1) year from Executive's last day of employment, whether or not
severance is payable," and replacing such clause with the following:
"Accordingly, Executive agrees that during his employment and for a
period of one (1) year from Executive's last day of employment (two
(2) years for purposes of clause (ii) and clause (iii) hereof, if the
last day of Executive's employment occurs on or after the ACCO Change
of Control), whether or not severance is payable,"
4. The Company will pay the Executive's professional fees incurred to
prepare this Amendment.
5. If the ACCO Change of Control shall not have occurred on or prior
to August 19, 2005, then the provisions of Section 2 and Section 3 of this
Amendment shall terminate and be of no effect thereafter.
6. The Employment Agreement is affirmed, ratified and continued, as
amended hereby.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed, or caused to be
executed by a duly authorized representative, this Amendment as of the date
hereof.
THE COMPANY:
General Binding Corporation
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President, Secretary and
General Counsel
THE EXECUTIVE:
/s/ Xxxxxx X. Xxxxxx
---------------------------------------
Xxxxxx X. Xxxxxx
