EXHIBIT 10.5
GENERAL BINDING CORPORATION
2005 RESTRICTED STOCK UNIT GRANT NOTICE
1. THIS GRANT NOTICE made this 23rd day of February, 2005, the ("Award
Date"), by and between General Binding Corporation ("GBC" or the
"Company") and ______________ (the "Participant") is evidence of an
Award made under the 2001 Stock Incentive Plan for Employees, as
amended and restated (formerly the 2001 Stock Option Plan for
Employees) (the "Stock Plan") which is incorporated into this Grant
Notice by reference. A copy of the Plan has been provided to the
Participant. Unless defined herein, capitalized terms have the meaning
ascribed to them in the Stock Plan.
2. Restricted Share Unit Award. The Company hereby awards to the
Participant as of the Award Date _______ restricted stock units (the
"RSUs"). Except as hereinafter provided, with respect to the RSUs
granted hereunder, vesting shall occur on February 23, 2008 (the
"Vesting Date"), provided the Participant remains an employee of GBC.
While the restrictions are in effect, the RSUs are not transferable by
the Participant by means of sale, assignment, exchange, pledge, or
otherwise, except as provided herein.
3. Restricted Stock Units. At such time as the RSUs vest (i.e., the
restrictions lapse), the RSUs will be converted into shares of Stock
(the "Shares") on a one-for-one basis. RSUs awarded will be
appropriately adjusted, if necessary, as provided for in Section 5.4
of the Stock Plan. Until the RSUs vest and the shares are issued to
Participant, the Participant will not be entitled to any rights of a
shareholder with respect to the RSUs.
4. Dividend Equivalents. Subject to the restrictions, limitations, terms
and conditions as described in the Stock Plan and this Grant Notice,
Dividend Equivalents with respect to the RSUs will be accrued on
behalf of the Participant at the time that dividends are otherwise
paid to owners of Stock.
5. Distribution of the Award. Subject to Section 6 of this Grant Notice,
as soon as practicable following the Vesting Date (or at such later
date as required to comply with Section 409A of the Internal Revenue
Code), the RSUs will be converted into Shares and distributed to the
Participant. Dividend Equivalents accrued thereon will be paid to the
Participant in cash.
6. Taxes. Under current U.S. tax law, a Participant receives no taxable
income when RSUs are awarded or Dividend Equivalents are accrued. The
Vesting Date is a date when a taxable event occurs. The market value
of the Stock on the Vesting Date and the amount of the Dividend
Equivalents paid will determine the amount of taxable income. This
amount is then subject to applicable federal, state and local
tax-withholding requirements. Amounts necessary to settle the
statutory minimum tax-withholding requirements will be withheld first
from the amount of Dividend Equivalents then being paid and then by
withholding otherwise distributable Shares having a Fair Market Value
equal to any remaining minimum tax-withholding requirements. Such
withholding of Shares shall not be required to the extent the
Participant pays the amount of such tax-withholding to the Company in
cash.
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7. Retirement, Death or Total Disability. If the Participant's
Retirement, death or Disability occurs (the "Event") before the
Vesting Date, the restrictions will lapse with respect to a pro-rata
number of the RSUs and Dividend Equivalents using the number of months
from the Award Date to the Vesting Date as the denominator and the
number of whole and partial months of active service from the Award
Date to the date of the Event, as the numerator of the proration
fraction. The RSUs with respect to which the restrictions lapse and
related Dividend Equivalents and interest will be released as soon as
practicable, subject to Section 6 of this Grant Notice.
8. Other Post-Employment Provisions. In the event of any termination of
the Participant's employment other than due to an Event or in
connection with a Change in Control before the RSUs have vested, the
RSUs and Dividend Equivalents of the Participant will be forfeited by
such Participant, unless, based upon the circumstances surrounding
such termination, the Committee, in its sole discretion, determines
that such unvested RSUs and Dividend Equivalents shall be
proportionately vested based upon the formula set forth in Section 7
above. In no event, however, shall any portion of unvested RSUs or
Dividend Equivalents become vested if the termination of employment is
a termination by the Company for Cause. In the event the Participant's
employment is terminated by the Company at the time of or after the
Transaction (as defined in Section 10 of this Grant Notice) in a
manner which entitles the Participant to receive severance pursuant to
any written agreement between the Company and the Participant or plan
of the Company ("Severance Arrangement"), in lieu of any full vesting
to which the Participant would otherwise be entitled under such
Severance Arrangement, the Participant shall be entitled to continue
to vest in the RSUs during the period over which such severance is
paid and/or calculated (irrespective of whether severance is paid over
time or in a lump sum). The immediately preceding sentence shall
supersede in full any provisions in the Stock Plan or any Severance
Arrangement to the contrary.
9. Disposition of Business. Except as otherwise provided in Section 10
below, in the event of the sale, closing or spin-off of a division,
business unit or other segment of the Company, or any business
transaction similar in nature thereto, all RSUs and Dividend
Equivalents of Participants employed by that entity will vest and/or
be forfeited in accordance with Section 10 below as if such event was
a Change in Control with respect to the affected Participants.
10. Change in Control. In the event that a Change in Control (as defined
in Article 11 of the Stock Plan) occurs, the restrictions will lapse
as of the date of the Change in Control ("Change in Control Date")
with respect to (a) all RSUs and (b) all Dividend Equivalents. Nothing
in the foregoing to the contrary withstanding, in no event shall the
transactions contemplated pursuant to the Agreement and Plan of Merger
between Fortune Brands, Inc., ACCO World Corporation and Gemini
Acquisition Sub, Inc. and the Company (the "Transaction") be deemed or
considered a "Change in Control" for purposes of this Grant Notice,
and no vesting shall accelerate in connection with the Transaction.
The immediately preceding sentence shall supersede in full any
provisions in the Stock Plan with respect to the award made in this
Grant Notice to the contrary.
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11. Conformity With the Plan. Except as otherwise provided herein, this
Award is intended to conform in all respects with, and is subject to,
all applicable provisions of the Stock Plan. Except as otherwise
provided herein, inconsistencies between this Grant Notice and the
Stock Plan shall be resolved in accordance with the terms of the Stock
Plan. By acceptance of this Grant Notice, Participant agrees to be
bound by all of the terms of this Grant Notice and the Stock Plan.
12. Interpretation. Any dispute, disagreement or question which arises
under, or as a result, of, or in any way relates to the
interpretation, construction or applicability of the Stock Plan will
be determined and resolved by the Committee.
13. Employment Rights. Nothing in the Stock Plan or this Grant Notice will
confer on the Participant any right to continue in the employ of the
Company or in any way affect the Company's right to terminate the
Participant's employment without prior notice at any time and for any
reason.
GENERAL BINDING CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman, President and Chief
Executive Officer
TO: Vice President, Human Resources
General Binding Corporation
I hereby agree to the terms and conditions of this Restricted Stock Unit Grant
Notice. I also hereby acknowledge receipt of a copy of the General Binding
Corporation 2001 Stock Incentive Plan for Employees, as amended and restated
(formerly the General Binding Corporation 2001 Stock Option Plan for Employees)
and, having read it, I hereby signify my understanding of, and my agreement
with, its terms and conditions as of the date of this Award.
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Participant
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