Exhibit
99.4
ACCO BRANDS
CORPORATION
2005 LONG-TERM INCENTIVE
PLAN
PERFORMANCE STOCK UNIT AWARD
AGREEMENT
THIS AGREEMENT is made and entered into this 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 an Award of Performance
Stock Units representing shares of the Company’s Common
Stock, pursuant to the ACCO Brands Corporation 2005 Long-Term
Incentive Plan ( “Plan”) , which may
be earned by Grantee upon the satisfaction of performance
objectives, 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 Performance Stock
Units . The Company
hereby awards to Grantee on the Grant Date an Award of
______________ Performance Stock Units. Each Performance 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 Performance Stock Unit shall be earned and vested in
accordance with Section 3 and shall be payable to Grantee in
accordance with Section 4 , below. The Company shall hold
the Performance 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 4 hereof, and shall have the
status of a general unsecured creditor of the Company. 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.
(a)
Generally . The period for the attainment of the
performance objectives set forth on Schedule I hereto shall
commence on ________________ and end on ________________ (
“Performance Period” ). Subject to the
acceleration of the vesting of the Performance Stock Units pursuant
to Section 3(b) , 3(d) and 3(e) below, or the
forfeiture and termination of the Performance Stock Units pursuant
to Section 3(c) below, the Performance Stock Units
shall be wholly or partially earned and vested and become
nonforfeitable, to the extent of the satisfaction
of the
performance objectives set forth on Schedule I, attached hereto,
provided that Grantee has been continuously employed with the
Company through ________________.
(b)
Death; Disability;
Retirement . Unless the
Committee shall otherwise determine, upon the death of Grantee
while employed by the Company or the termination of Grantee’s
employment due to his Disability or Retirement prior to the last
day of the Performance Period, the Performance Stock Units shall be
deemed to have achieved a target-level of performance and shall
become vested and nonforfeitable, and restrictions thereon shall
lapse, in such number of Performance Stock Units (rounded up to the
next integer) as equals the fraction the numerator of which is the
number of days from the Grant Date through the date of such
employment termination and the denominator of which is the number
of days constituting the Performance Period.
(c)
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,
Disability or Retirement, prior to the last day of the Performance
Period, the Performance Stock Units shall be forfeited. Any
forfeited Performance Stock Units shall be automatically
immediately cancelled and shall terminate.
(d)
Change in Control
. In the event that on or after a
Change in Control Grantee’s employment is terminated (i) by
the Company other than for just cause (as defined under Section
12(b)(ii) of the Plan) or (ii) by Grantee because Grantee in good
faith believes that as a result of such Change in Control Grantee
is unable effectively to discharge his duties or the duties of the
position he occupied immediately prior to such Change in Control or
because of diminution in his aggregate compensation or in his
aggregate benefits below that are in effect immediately prior to
such Change in Control, the Performance Stock Units shall be deemed
to have achieved a maximum-level of performance and shall become
vested and nonforfeitable, and restrictions thereon shall lapse, in
such number of Performance Stock Units (rounded up to the next
integer) as equals the fraction the numerator of which is the
number of days from the Grant Date through the date of such
employment termination and the denominator of which is the number
of days constituting the Performance Period. Any involuntary
termination of Grantee’s employment by the Company, other
than for just cause, 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 shall be deemed a termination of Grantee’s
employment under clause (i), above.
(e)
Contrary Other
Agreement . The
provisions of Section 3(b) to the contrary notwithstanding,
if Grantee and the Company have entered into an employment or other
agreement which provides for earning of performance stock units and
vesting treatment upon a termination of Grantee’s employment
with the Company (and all Affiliates) that is inconsistent with the
provisions of Section 3(b) , the more favorable to
G
