Exhibit
99.2
ACCO BRANDS
CORPORATION
2005 LONG-TERM INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
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 a Nonqualified Stock Option
representing a right to purchase shares of the Company’s
Common Stock, pursuant to the ACCO Brands Corporation 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 Option
. The Company hereby grants to
Grantee a Nonqualified Stock Option to purchase ________ shares of
Common Stock, at the price of $__.__ per share (
“Option” ), 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 OPTION .
(a) The Option shall have a term expiring on the
seventh anniversary of the Grant Date (
“Term” ), or earlier as otherwise
provided in this Section 3.
(b) Subject to Section 3(c) , 3(d) ,
3(e) , 3(f) and 3(g) , hereof, the Option
shall become vested and exercisable pursuant to the following
schedule:
|
Vesting
Date
|
Portion of Option that is
Vested and Exercisable
|
|
First Anniversary of
the Grant Date
|
A Total of One-Third of the
Option
|
|
Second Anniversary of
the Grant Date
|
A Total of Two-Thirds of the
Option
|
|
Third Anniversary of
the Grant Date
|
A Total of Three-Thirds of the
Option
|
(c)
Death . Any unvested portion of the Option shall fully
vest and become exercisable upon termination of Grantee’s
employment due to Grantee’s death while employed by the
Company.
(d)
Disability; Retirement
. Any unvested portion of the Option
shall fully vest and become exercisable upon termination of
Grantee’s employment due to Grantee’s Disability or
Retirement, 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 or Retirement, prior to the date on which the Option
shall have fully vested, the unvested portion of the Option shall
be immediately forfeited and not exercisable. Any forfeited portion
of the Option 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 Option 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 Options 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.
(h)
Exercise Period for Vested
Portion of Option .
Except in the case of a termi
