Exhibit 10.30
ACCO BRANDS CORPORATION
(FROZEN) DEFERRED COMPENSATION PLAN
(formerly, General Binding
Corporation Supplemental Deferred Compensation Plan
No. 2)
As Amended and Restated
Effective January 1, 2008
SECTION 1
1.1
Purpose
.
(a)
General Binding
Corporation established this Deferred Compensation Plan (then known
as the General Binding Corporation Supplemental Deferred
Compensation Plan No. 2) (“ Plan ”)
effective January 25, 2001 for the purpose of
(i) providing a select group of highly compensated or
management employees of General Binding Corporation with the
opportunity to defer a portion of their individual compensation to
a future date including the date of retirement at the election of
the covered employee (“ Participant ”) and
(ii) restoring to a Participant the equivalent of the amount
by which the Participant’s benefits under the General Binding
Corporation 401(k) Retirement Savings Plan (the “
401(k) Plan ”) was reduced by reason of the
operation of certain limitations under the Internal Revenue Code of
1986, as amended (“ Code ”).
(b)
Effective
December 31, 2005, the Plan was amended to discontinue all
Voluntary Deferrals thereafter. Effective December 31,
2006, the Plan was amended to discontinue all Basic Deferrals and
all matching deferrals respecting all such Basic Deferrals
thereafter. As of the Effective Date, no Voluntary Deferrals
or Basic Deferrals or matching deferrals respecting Basic Deferrals
are made under the Plan.
(c)
Prior to the Effective
Date, ACCO Brands Corporation (“ the Company
”) established the ACCO Brands Corporation Supplemental
Retirement Plan (“ SRP ”). As in effect
prior to the Effective Date, the SRP (and its predecessor plan, the
ACCO World Corporation Executive Deferred Compensation Plan)
provided certain employees of the Company nonqualified supplemental
profit sharing and supplemental matching deferrals for fiscal years
prior to January 1, 2002 (“ SRP Deferrals
”).
(d)
Effective the Effective
Date, the Company is treating all accounts of participants under
the SRP having a balance of undistributed SRP Deferrals (including
credits for earnings (debits for losses) thereon through
December 31, 2007) as accounts under and subject to the terms
of the Plan as set forth below, which accounts shall thereupon be
debited from and no longer subject to the terms of the SRP.
All of such participants hereafter also are referred to
as
(e)
The Plan is amended and
restated for the additional purpose of compliance with section 409A
of the Code.
(f)
Effective the Effective
Date, the Plan shall be titled the “ ACCO Brands
Corporation (Frozen) Deferred Compensation Plan
.”
1.2
Effective Date
. The Plan is hereby
amended and fully restated effective January 1, 2008 (“
Effective Date ”). This Amendment and
Restatement shall govern all benefits under the Plan that had not
been distributed prior to the Effective Date. The Plan as in
effect prior to January 1, 2008 shall govern all benefits
accrued and all distributions of accrued benefits through
December 31, 2007, subject to the Company’s good faith
compliance with section 409A of the Code and the effective guidance
issued by the Internal Revenue Service and the U.S. Treasury
thereunder to the extent applicable. For all purposes under
the Plan, references to “ benefits ” shall mean
all deferrals under the Plan (including SRP Deferrals) made on or
prior to December 31, 2006 together with investment earnings
and losses credited and debited thereon through December 31,
2007.
1.3
Participant
Selection .
The Participants in the Plan shall be those highly compensated or
management employees (and former employees) of the Company having
either (i) vested benefits comprised of one or more of
Voluntary Deferrals, Basic Deferrals or matching deferrals on Basic
Deferrals under the Plan or (ii) SRP Deferrals under the SRP
on December 31, 2007 and who, on the Effective Date, remain
entitled to a distribution of such benefits (to the extent then or
thereafter becoming vested) in accordance with the terms of the
Plan. No other employee of the Company or any other person
shall be eligible to participate in the Plan at any time
hereafter.
SECTION 2
2.1
Participant
Deferrals .
(a)
For compensation earned
during years prior to January 1, 2007, each Participant
participating under the Plan during such period had the option to
make the following annual elections:
(i)
For each calendar year
through December 31, 2006, if the Participant was making
401(k) Contributions under the 401(k) Plan, to defer
receipt of the difference between (i) the amount of the
401(k) Contributions the Participant would have made under the
401(k) Plan if there were no Code Limitations, and
(ii) the amount of 401(k) Contributions actually made on
behalf of the Participant under the 401(k) Plan for such year
(a “ Basic Deferral ”) until separation from the
service of the Company, disability, death or
retirement. Effective January 1, 2007, any
reference to “Basic Deferral” under the Plan shall
refer only to Basic Deferrals of compensation made on or before
December 31, 2006;
(ii)
For each calendar year
through December 31, 2005, to defer receipt of any part or all
of the Participant’s total compensation (a “
Voluntary Deferral ”) until separation from the
service of the Company, disability, death or
2
retirement.
Effective January 1, 2006, any reference to “Voluntary
Deferral” under the Plan shall refer only to Voluntary
Deferrals of compensation made on or before December 31, 2005;
and
(b)
For compensation earned
during years prior to January 1, 2002, participants who were
participating under the SRP were credited with SRP Deferrals in
accordance with the terms of the SRP, or its predecessor plan, as
in effect at the time of deferral and thereafter. No SRP
Deferrals were credited after December 31, 2001. Prior
to the Effective Date, all SRP Deferrals had become fully vested
under the SRP (or its predecessor plan). From and after the
Effective Date, all such SRP Deferrals shall be referred to and
treated under the Plan as Voluntary Deferrals.
2.2
Method of
Election . Effective January 1, 2007, neither
Basic Deferrals nor Voluntary Deferrals are permitted under the
Plan for any compensation earned on or after the date thereof and,
accordingly, no deferral elections are provided under the Plan
thereafter.
SECTION 3
3.1
Allocation to Deferral
Accounts .
As of the date a Participant would have received compensation but
for the Participant’s deferral election (or as soon as
practicable thereafter), the Participant’s deferrals were
credited to the Participant’s Basic Deferral Account or
Voluntary Deferral Account as applied.
3.2
Company Matching
Contributions . An Employer Deferral Account has been
established for each Participant who made a Basic Deferral. On the
last day of each year in which a Participant made compensation
deferrals under Section 2 above, the Company credited to each
such Participant’s Employer Deferral Account an amount equal
to the matching contribution that the Company would have made to
the Participant’s account under the Company’s
401(k) plan if the Participant’s compensation deferral
had been made to the 401(k) plan instead of being credited
under this Plan.
3.3
Vesting
. A Participant shall be
fully and immediately vested in the Participant’s Basic
Deferral Account and Voluntary Deferral Account. A
Participant’s Employer Deferral Account is subject to the
same vesting schedule as found in the ACCO Brands Corporation
401(k) Plan (as the successor plan upon the merger of the
Company’s 401(k) plan therein effective
December 31, 2006).
SECTION 4
4.1
Investment Direction of
Deferral Accounts . A Participant may direct the Plan
Administrator as to how to invest the amounts deferred by the
Participant and any Employer Deferral; provided, until
April 1, 2008 (or such later date as is administratively
practicable), SRP Deferrals will be treated as invested as
previously provided under the SRP. Each Participant may select one
or any combination of the investment funds available to
Participants under this Plan from time to time. A schedule listing
the available funds, and their investment objectives, will be given
to the Participants from time to time by the Committee (defined
below), but not less frequently than 90 days after any change of
the composition of available funds.
3
4.2
Changes of Investment
Funds . Any
Participant who has made an initial election of Investment Funds
may subsequently change or cancel that election daily by providing
a notice of such change or cancellation to the Committee.
Reallocation of amounts presently credited to one or more
Investment Funds may be done as frequently as is permitted by the
Committee and applicable procedures established with the
third-party administrator for the Plan. The change or reallocation
must be provided within a reasonable amount of time, determined by
the Committee, prior to the time the change is to be
effective.
4.3
Crediting of Earnings, Gains
and Losses to Deferral Accounts . The Participant’s Deferral
Accounts shall be credited or debited with the net earnings and
losses thereon on a daily basis. The Participant shall receive a
quarterly statement of the balance standing to the
Participant’s credit in the Deferral Accounts.
4.4
Time of Payment
.
(a)
All amounts credited to a
Participant’s Deferral Accounts, to the extent then vested,
shall be payable to a Participant only upon the earliest of
(i) the Participant’s separation from the service from
the Company and all affiliates of the Company (within the meaning
of section 414(b), (c) or (m) of the Code, “
Affiliate ”)), (ii) the Participant’s death
or (iii) the occurrence of a Change of Control; provided, any
a
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