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In order to
provide additional incentive through stock ownership for key
employees of General Binding Corporation and Subsidiaries
(“GBC” or the “Company”) you are hereby
granted an Option by GBC, effective as of the Option Date, to
purchase ___shares of GBC Common Stock at a price per share of $
___which is one hundred percent (100%) of the Fair Market Value of
GBC Common Stock on the Option Date, subject to the terms and
conditions set forth in the “General Binding Corporation 2001
Stock Option Plan for Employees”
(“Plan”).
Except as
hereinafter provided, with respect to the Option granted hereunder,
vesting shall occur at a rate of twenty-five percent (25%) per year
beginning on the first anniversary of the Option Date described
above and each subsequent anniversary of the Option Date, provided
you remain an employee of GBC.
The Option is
exercisable at any time after one (1) year following the
Option Date, in whole or in part, but only if all of the following
conditions are met at the time of exercise:
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(i)
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the
Option, or part thereof, is vested as described above;
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(ii)
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the
date of exercise is on or before the Expiration Date set forth
above; and
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(iii)
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you
are an employee of GBC, or if you are no longer an employee, the
date of exercise is in accordance with the Plan.
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In the event of a
Change in Control of GBC as defined in the Plan, all Options
subject to this Agreement shall vest 100%, whereupon all Options
shall become exercisable in full from the effective date of the
Change in Control.
The manner in
which you may exercise this Option is by giving written notice to
the Vice President, Secretary and General Counsel of GBC
accompanied by either 1.) a check in payment of the option price ($
per
share) for the number of shares of the Option being exercised as
provided in the Plan, or 2.) tendering a sufficient number of
previously-acquired shares of GBC Common Stock with a fair market
value equal (subject to adjustment for fractional shares) to the
cost of the Option being exercised, or any combination of the
foregoing. In addition to the Option price, you must also pay or
provide for required withholding taxes. For purposes of this
Agreement, “previously-acquired shares” means shares
purchased on the open market, or shares pur
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