**Exhibit 4.16**

 

**Form of employment contract for Members of the Executive Board.**

 

**THE PARTIES**

 

1.                                       Buhrmann NV, established in accordance with its articles ofassociation at Maastricht and having offices in Amsterdam, hereinafter referredto as “the Company”, represented in this matter pursuant to the provisions ofarticle 19 of the Company’s articles of association by the Company’sSupervisory Board;

 

and

 

2.                                                                                                                  , living at                                                                                      (theNetherlands), hereinafter referred to as “the Employee”;

 

**WHEREAS**

 

in implementation of the provisions of article 18 ofthe Company’s articles of association the Company’s Supervisory Board hasappointed the Employee a member of the Company’s Executive Board;

 

the partieswish to regulate the details of their employment relationship;

 

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**DECLARE THAT THEY HAVE AGREED AS FOLLOWS:**

 

###### **Article 1 - Duration**

 

This contractcomes into effect on                                and replaces all contracts ofemployment entered into and/or agreements entered into relating to theemployment relationship between the Company and the Employee before this date,which contracts and agreements hereby lapse.

 

This contractis entered into for an indefinite period and can be cancelled by either partyat the end of a month subject to six months’ notice, without prejudice to theprovisions of the articles of association concerning the suspension anddismissal of a member of the Executive Board.

 

###### **Article 2 - Role/Powers**

 

a.                             The Employee is obliged tocarry out his work in accordance with the relevant provisions of the law andthe Company’s articles of association. The Employee is also obliged to abide by the “Rules governing theExecutive Board” adopted in accordance with article 20 of the articles ofassociation, if those rules exist and for as long as they exist. At present nosuch rules exist.

 

b.                            The Employee is a member ofthe Executive Board which as a board is charged with the management of theCompany.

A morespecific description of the Employee’s tasks is included in Appendix 1.

TheSupervisory Board is entitled at all times, with the approval of the ExecutiveBoard and after consultation with the Employee, to make additions or changes tothis job description.

 

c.                             The Employee declares that hewill perform the tasks he is made responsible for to the best of his abilitiesand using all his efforts.

 

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**Article 3 - Primary Conditions ofEmployment**

 

a.                                       **Salary**

The Employee is entitled to an annual salary which is determined by theSupervisory Board and is recorded at Appendix 2.

This salary includes all payments which are obligatory by law, ofwhatever nature, including holiday allowance.

 

b.                                      **Payment**

The salary will be paid monthly.

 

c.                                       **Salary review**

After consultation with the Executive Board, the Supervisory Board willreview the Employee’s salary each year.  The Employee will be notified by separate letter of any revision ofsalary.

 

d.                                      **Occupational disability**

During the first year of sickness, which is covered by the SicknessBenefits Act, and the year following, in which there is complete occupationaldisability in accordance with the Invalidity Insurance Act, the Company willguarantee the Employee 100% of net salary on the day prior to the first day ofsickness, adjusted in the manner described at c.  Any statutory benefits in relation to sickness or occupationaldisability will therefore be supplemented for two years up to the said level.

For the period after two years of occupational disability the Employeewill receive a disability pension in accordance with the provisions of articles7 and 8 of the pension arrangement appended to this agreement (Appendix 3).

 

e.             Recovery clause

The Company is not obliged to make any payments by reason ofoccupational disability other than those prescribed by law, if and in so faras, in relation to such disability, the Employee has a claim against thirdparties for compensation for loss of salary.

If, however, the Employee transfers this claim for compensation to theCompany (assignment), it will make advance payments to him up to the amount ofthe extra-statutory benefits which he would have received if he had not enjoyedthe said right of claim.

 

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**Article 4 - Bonus**

 

a.                             In addition to his salary asdescribed at article 3, the Employee is entitled to a bonus, which isdetermined on a discretionary basis by the Supervisory Board.

 

b.                            If during a calendar year theEmployee has not carried out his employment owing to occupational disability,if and in so far as this period of disability has lasted longer than three monthsin that calendar year there shall be no bonus entitlement for that period.

 

**Article 5 - Secondary Conditions ofEmployment**

 

a.                             **Holiday entitlement**

The Employee is entitled to 25 days’ holiday a year.

Over and abovethe holidays the Employee can take time off as he sees fit if this is notcontrary to the interests of the company.

The Employeewill take his holidays in consultation with the other members of the ExecutiveBoard.

 

b.                            **Pension arrangements**

The Employeeis covered by the pension arrangements provided in the pension scheme outlinedin Appendix 3.

 

c.                             The surviving relatives of theEmployee are entitled to benefits as provided at Section 1639 l of the CivilCode.

 

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**Article 6 - Tertiary Conditions ofEmployment**

 

a.                             **Medical expenses insurance**

The Employee is included in a voluntary medical expenses insurancescheme, the premiums for which are charged wholly to the Employee.

Two-thirds of the premiums are reimbursed by the Company on the basisof insurance class 2a for the Employee and his wife, and class 3 for hischildren.

After two years’ occupational disability for work the obligation to paythe employer’s share of the premiums will expire.

 

b.                            **Car Provision**

The Company will provide the Employee with a company car.   All costs connected with this will be borneby the Company.   The type of car willbe determined in consultation with the Chairman of the Executive Board.

 

c.                             **Telephone expenses**

The costs of the line rental and call charges at the Employee’s homewill be borne by the Company subject to the amount payable by the Employeehimself under the tax rules. Repayment of the costs of providing a mobile phoneand fax machine will also be made.

 

d.                            **Expenses reimbursed by the Company**

Expenditure which the Employee incurs for the Company, such as costs oftravel and subsistence, will be reimbursed by the Company against a statementof expenses.   This excludes minorday-to-day expenses, which are to be paid for by the Employee. Statements ofexpenses require the approval of a fellow member of the Executive Board and asevidence of this will be countersigned by him. Once a year the external auditor will report to the Chairman of theSupervisory Board on the expenses billed by the members of the Executive Board.

 

e.                             **Non-billable expenses**

The Company will pay the Employee an annual expense allowance fornon-billable expenses.  The amount ofthis payment will be fixed by the Supervisory Board after consultation with theExecutive Board, and is shown separately at Appendix 4.

The provisions of article 4.b. apply mutatis mutandis to this expenseallowance.

 

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f.                               **Public liability insurance**

As a member of the Executive Board the Employee is insured inaccordance with the attached policy (Appendix 5) in relation to his publicliability in all the capacities in which he acts by virtue of that positionwithin or in connection with the Company.

The costs of the insurance are borne by the Company.

 

**Article 7**

 

If the Employee receives any benefit or remuneration from any positionwhich he occupies by virtue of his capacity as a member of the Company’sExecutive Board, at his option he may either arrange for the payment to be madeto the Company or retain it himself.   Inthe latter case it will be deducted from payment of the corresponding benefitor remuneration to which he is entitled under this agreement.

For example, remuneration will be deducted from the salary described atarticle 3.a., bonus from the bonus described at article 4, reimbursement ofexpenses from the allowance described at article 6.e.

If a particular benefit or item of remuneration exceeds thecorresponding item under this contract, the excess will be deducted from thepayment of salary described at article 3.a.

The Employee is allowed to retain, without reservation, benefits orremuneration from positions as described above which do not exceed € 1,250 perannum for each position with a total maximum of € 1,250.

 

**Article 8 - Additional positions**

 

1.                             During the employment theEmployee undertakes not to work for any third party (either directly orindirectly) and to refrain from conducting business on his own account withoutthe prior written consent of the Company’s Supervisory Board.

2.                             With the consent of his fellowmembers of the Executive Board and of the Chairman of the Supervisory Board,the Employee is permitted to be a member of the supervisory boards of no morethan two other companies. The Employee will not make use of this condition in2003 and 2004.

The Employee shall benefit fully from any remuneration arising fromsuch appointments.

These additional positions/memberships of supervisory boards are listedat Appendix 6 as at                                           

 

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**Article 9 - Confidentiality**

 

Unless he is obliged to do so by law, during his employment andthereafter the Employee is forbidden to pass information to third parties inany way whatsoever on or concerning working methods, experiments, research,management, sales opportunities for products and anything else relating to theCompany or carried out in it or on its behalf, where he can reasonably beexpected to be aware that the Company is reasonably entitled to confidentialityin relation to such information, and without the prior written consent of theSupervisory Board to publish papers or give lectures in which informationconcerning or connected with the company occurs, where he can reasonably beexpected to be aware that the Executive Board and/or the Supervisory Board areof the opinion that from the point of view of confidentiality such informationought not to be communicated, on pain of a penalty to the Company, due andpayable immediately and not open to judicial moderation, of  € 50,000 without prejudice to payment to theCompany of full compensation in relation to such matter.

 

All reports, drawings and memoranda which have been or shall be made bythe Employee concerning working methods, experiments, research, sales opportunitiesfor products and all that is carried out in the Company or on its behalf,either on the Company’s paper or on any other paper, are the property of theCompany.

The Employee shall ensure, on pain of the penalty provided above, thatthird parties do not have sight of reports, drawings and memoranda referred toabove in this article, other than in the context of his employment.

He undertakes to deliver these up immediately to the Company upon firstbeing requested to do so and in any case at the end of this employmentagreement.

 

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**Article 10 - Non-competition**

 

For a period of six months after the end of the present employment inthe event of termination by the company, or for a period of two years in theevent of termination by the Employee, the Employee is forbidden to establish,run, help to run or arrange to run, either directly or indirectly, a business,in whatever form, identical with, similar or related to that of the Company orto work in or for it in any way whatsoever, whether or not for payment, or toparticipate in it in any way whatsoever, on pain of a penalty to the Company,due and payable immediately and not open to judicial moderation, of  € 5,000 for each infringement and for eachday that the infringement continues, without prejudice to his obligation to paythe Company full compensation in relation to such matter.

The Company can derive no rights from this condition if it has becomeliable for damages by reason of the way in which the employment was terminated.

During the above period after termination of the employment theEmployee will receive a monthly payment of one-twelfth of the salary which heenjoyed during the last full calendar year before termination of theemployment, with the proviso that this amount will be reduced by what theEmployee earns during that time from other sources, if this amounts to morethan the average bonus of the past 3 years. In these circumstances the Employeeis obliged to notify the Company in writing.

 

In addition the payment of pension premiums is continued during theabove period. There is no entitlement to this payment if the contract has beenterminated at the Employee’s own request or for a pressing reason as referredto at Section 1639 p of the Civil Code or by retirement or if the Employee isliable for damages by reason of the way in which the employment was terminated.

The Company’s Supervisory Board can release the Employee from hisobligations under this article; in such a case the company’s obligations as setout in this article also lapse.

 

**Article 11 – Inside Information**

 

The Employee agrees that he will be bound bythe Company rules of conduct with regard to Inside Information which areattached as Appendix 7.

 

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**Article 12**

 

Without prejudice to the provisions of article 1, this agreement endsby operation of law without notice on the last day of the month in which theEmployee reaches the age of 62.

If the Supervisory Board deems it desirable it can terminate theagreement early in the period between the Employee attaining the age of 60 andthe age of 62. The Supervisory Board will notify the Employee of earlytermination not later than one year prior to the date of early termination.

 

A reduced pay scheme will operate from the date on which the employmentagreement ends until the retirement date at age 65. Under this scheme theEmployee will receive periodic payments, on an annual basis, to replace paylost or to be lost, equivalent to 70% of the salary specified at article 3a ofthis agreement.   This periodic paymentwill be increased in line with the indexation increases applied to the salariesof members of the Executive Board.   Ifthe Employee states that he wishes to do so, the periodic payment will be madeas a single sum equal to the cash value on the basis of 3 per cent and withoutindexation.   If employment isterminated between the ages of 60 and 62, at the time of termination theEmployee will receive an additional cash payment equal to 30 per cent of thesalary specified at article 3a of this contract for the period between thetermination of this agreement and attaining the age of 62.

The Company will co-operate in effecting the placing of the paymentsreferred to in this article with an insurance company which the Employee shalldesignate and which is subject to supervision by the Insurance SupervisoryBoard (“Verzekeringskamer”).

Until the retirement date a surviving dependants’ pension is insuredfor the Employee in accordance with articles 7 and 8 of the pension agreement(Appendix 3).  The costs of this areborne by the Company.

 

**Article 13**

 

If the Company terminates employment on the grounds of a merger withanother company, including the take-over of a portion of the Company’s sharessuch that actual control passes into other hands, or on the grounds ofreorganisation, cessation of the business or dissolution of the Company or anyother comparable circumstance, which cannot be attributed to the Employee’sperformance of his duties, the Company will be obliged to pay the Employee,following a period of notice, by reason of such termination a lump sum by wayof compensation equal to three times the salary which the Employee enjoyedduring the last full calendar year.  Pension continues to accumulate during the said three-year period on thebasis of 100% of the salary most recently enjoyed.

 

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If under the foregoing circumstances the Employee terminates theemployment because these circumstances create a situation in which he cannotreasonably be required to continue his employment as a member of the ExecutiveBoard, damages in the same amount shall be payable to him by the Company.

If upon the termination of his employment on the grounds specified inthis article the Employee has attained the age of 571⁄2, the above compensationcan be increased if it is reasonable to do so having regard to the Employee’sage, length of service and the implications for his pension.

If the parties cannot reach agreement on such an increase, it shall bedecided on the basis of the provisions of article 14.

 

**Article 14**

 

1.                             Any disputes which may arisefurther to the present contract or to later contracts which are the consequenceof it shall be decided according to the Rules of the Dutch ArbitrationInstitute.

 

2.                             The allocation of arbitrationcosts shall be determined by the Dutch Arbitration Institute.

 
| DRAFTED IN AMSTERDAM ON |          |
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| Supervisory Board:      | The Employee: |
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| Signed on:              |          |   | Signed on: |   |   |
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Encls.

 

 

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