(FORMULA OPTION)
In order to
provide additional incentive through stock ownership for the
members of the Board of Directors of General Binding Corporation
(“GBC” or the “Company”) you are hereby
granted an Option by GBC, effective as of the Option Date, to
purchase 3,000 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
Non-Employee Directors 2001 Stock Option Plan”
(“Plan”).
Except as
hereinafter provided, with respect to the Option granted hereunder,
such option shall vest and become exercisable on the first
anniversary of the Option Date described above provided you remain
on the Board of Directors 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:
|
|
(i)
|
|
the
Option, or part thereof, is vested as described above;
|
|
|
|
|
|
|
|
(ii)
|
|
the
date of exercise is on or before the Expiration Date set forth
above; and
|
|
|
|
|
|
|
|
(iii)
|
|
you
are a member of the Board of Directors of GBC, or if you are no
longer a Director, the date of exercise is in accordance with the
Plan.
|
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. For purposes
of this Agreement, “previously-acquired shares” means
shares purchased on the open market, or shares purchased from the
Company (including by exercise of this or any other option) which
have been held for at least six (6) months.
The Plan provides
that no Option may be exercised unless the Plan is in full
compliance with all laws and regulations applicable thereto. At the
present time this condition is met and GBC will endeavor to keep
the Plan in compliance.
No amendment,
modification, or waiver of this Option in whole or in part shall be
binding unless consented to in writing by either the Chairman or
the President of GBC, and no amendment may cause any participant to
be unfavorably affected with respect to any Option already granted
hereunder.
Under current
provisions of the Internal Revenue Code, when an Option is
exercised by you, you will receive ordinary taxable income equal to
the amount, if any, by which the fair market value on the date of
exercise exceeds the Option price. In the event federal, state, or
local taxes are required by law to be withheld with respect to any
exercise of an Option under this Agreement, GBC shall have the
authority, without your consent, to deduct or withhold, or require
you to remit to GBC, an amount sufficient to satisfy such taxes,
which amount may, if you elect, include previously-acquired shares
or shares otherwise issuable upon exercise of this Option, which,
in either case, have a fair market value equal to not more than the
minimum required withholding taxes. Any gain or loss upon a sale of
the shares issued to you upon exercise of the Option will be
treated as long-term or short-term capital gain or loss depending
upon then existing tax laws. The basis of the shares for
determining gain or loss at the time of sale will be their fair
market value on the date of exercise. Tax laws may change and tax
treatment must be determined in accordance with current tax laws.
Company counsel should be consulted on your ability to sell your
shares.
This Agreement and
the Plan are not intended to qualify for treatment under the
provisions of the Employee Retirement Income Security Act of 1974,
as amended, (“ERISA”). This Agreement shall be subject
to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities
exchanges as may be required. To the extent not preempted by
federal law, th
|
