Exhibit 10.46
ACCO BRANDS
CORPORATION
AMENDED AND RESTATED 2005
LONG-TERM INCENTIVE PLAN
STOCK-SETTLED STOCK APPRECIATION
RIGHTS AGREEMENT
THIS AGREEMENT is made and entered
into and effective
, 20 (the “ Grant Date
”) by and between ACCO Brands Corporation, a Delaware
corporation (collectively with all Subsidiaries, the “
Company ”) and
(“ Grantee ”).
WHEREAS, Grantee is a Key Employee
of the Company and in compensation for Grantee’s services,
the Board deems it advisable to award to Grantee Stock-Settled
Stock Appreciation Rights representing a right to receive shares of
the Company’s Common Stock, pursuant to the ACCO Brands
Corporation Amended and Restated 2005 Long-Term 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.
Grant of SSAR . The Company hereby grants to Grantee
Stock-Settled Stock Appreciation Rights (“ SSARs
”) relating to
shares of Common Stock, with an exercise price of $
.
per share (the “ Exercise
Price ”), which price is the Fair Market Value of one
share of Common Stock on the Grant Date.
THIS AWARD IS CONDITIONED ON GRANTEE
SIGNING THIS AGREEMENT AND RETURNING IT TO THE COMPANY BY
, 20 , 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.
VESTING, EXERCISE, EXPIRATION AND TERMINATION OF THE SSARS
.
(a) The
SSARs shall have a term expiring on the seventh anniversary of the
Grant Date (“ Term ”), or earlier as otherwise
provided in this Section 3.
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(b) Subject
to Section 3(c) , 3(d) , 3(e) ,
3(f) , 3(g) , and 3(h) , hereof, the SSARs
shall become vested and exercisable pursuant to the following
schedule:
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Portion of SSARs that is Vested and
Exercisable
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First Anniversary of
the Grant Date
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A Total of One-Third of the
SSARs
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Second Anniversary of
the Grant Date
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A Total of Two-Thirds of the
SSARs
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Third Anniversary of
the Grant Date
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A Total of Three-Thirds of the
SSARs
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(c)
Death . Any unvested portion of the SSARs shall fully vest
and become exercisable upon termination of Grantee’s
employment due to Grantee’s death while employed by the
Company.
(d)
Disability . Any unvested portion of the SSARs shall fully
vest and become exercisable upon termination of Grantee’s
employment due to Grantee’s Disability, provided that Grantee
shall have been in the continuous employ of the Company for at
least one year from the Grant Date through the date of such
termination.
(e)
Other Terminations . Unless the Committee shall otherwise
determine, upon a termination of Grantee’s employment for any
reason, other than due to Grantee’s death, and other than due
to a termination of Grantee’s employment on or after the
first anniversary of the Grant Date due to Disability, prior to the
date on which the SSARs shall have fully vested, the unvested
portion of the SSARs shall be immediately forfeited and not
exercisable. Any forfeited portion of the SSARs shall be
automatically cancelled and shall terminate.
(f)
Change in Control . Immediately upon the occurrence of a
Change in Control of the Company, or the involuntary termination of
Grantee’s employment by the Company within 90 days prior to a
Change in Control but at the direction of any third party
participating in or causing the Change in Control or otherwise in
contemplation of the Change in Control, the unvested portion of the
SSARs shall immediately fully vest and shall be exercisable,
without regard for any termination of Grantee’s employment
within one year following the Grant Date.
(g)
Contrary Other Agreement . The provisions of
Section 3(e) and 3(f) to the contrary
notwithstanding, if Grantee and the Company have entered into an
employment or other agreement which provides for vesting treatment
of Grantee’s SSARs upon a termination of Grantee’s
employment with the Company (and all Affiliates) that is
inconsistent with the provisions of Section 3(e) or
3(f) , the more favorable to Grantee of the terms of
(i) such employment or other agreement and (ii)
Section 3(e) or 3(f) , as the case may be, shall
control.
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(h)
Exercise Period for Vested Portion of the SSARs . Except in
the case of a termination of Grantee’s employment due to
death or Disability or Retirement
