Exhibit 10.1


 


November 4, 2008


 


Robert J. Keller


[Address]


 


Dear Bob:


 


On behalf of ACCO Brands
Corporation (“ACCO Brands”), I’m very pleased to advise you that the Board of
Directors has approved the following compensation program for your position as Chief
Executive Officer effective as of October 22, 2008. Your primary work
location will be the company’s headquarters in Lincolnshire, IL.  The details of your compensation program are
as follows:


 


·                  Base Salary:  Your
annual base salary will be $720,000, payable bi-weekly, less applicable taxes
and withholdings.


 


·                  Short-term Incentive:  You
will participate in the annual ACCO Brands Management Incentive Plan (MIP) with
a target award opportunity of 100% of your annual base.   You are eligible for a pro-rata MIP for the
2008 Plan year and any potential awards are based on actual eligible base
salary earnings and will range from 0% to 200% of the target award, depending
upon actual performance against standards established by, and at the discretion
of, the Compensation Committee of the Board of Directors.


 


·                  Long-Term Incentive:  You
will be eligible to participate in the ACCO Brands Long-term Incentive Plan
(LTIP).  The plan is an equity-based,
4-year rolling plan, with an incentive grant typically made once each year.  The award opportunity for your level consists
of Performance Share Units (PSUs), Restricted Stock Units (RSUs), and Stock
Options (SOs). For the 2008 plan year, you will be granted:


 


PSUs:
 23,000 PSUs for the 2007-2009
Performance Period; and 45,000 PSUs for the 2008-2010 Performance Period,
payable in accordance with the applicable award agreements


 


RSUs:
15,000 RSUs cliff-vesting on November 7, 2011 and 23,000 RSUs cliff-vesting
on November 7, 2012.


 


SOs:  105,000 SOs vesting ratably in equal
increments over the three-year period from the date of grant, which will be November 7,
2008.


 


Plan details will be
provided at the time of your grant.  The
SO exercise price will be the average of the high-low market price of ABD stock
as traded on the NYSE on the date of grant. 
Any future LTIP grants and any potential awards are subject to final
approval by the Compensation Committee, and in your case as CEO, also by the
Board of Directors.


 


·                  Auto Allowance:  You
will participate in the Executive Auto Allowance Program.  Your annual allowance under this program will
be $15,996, payable bi-weekly less applicable taxes and withholdings.


 


·                  Employee Benefits:  As
an ACCO Brands employee, you will be eligible to participate in our health,
welfare, and retirement benefit programs, including term life insurance up to
two times base salary.  The materials
outlining these programs are enclosed. 
In addition, for 2008 you will be eligible to receive


 

















 


three (3) weeks
annual vacation benefits, pro rata based upon your start date. Beginning in
2009, you will be eligible for four (4) weeks annual vacation benefits.


 


·                  Severance Benefits:   You
will be eligible to receive any severance benefits, at the Tier 1
benefits-level, that may be provided under the ACCO Brands Corporation
Executive Severance Plan, effective December 1, 2007.


 


This Letter is not
intended to constitute a contract of employment.  Employment with ACCO Brands is “at-will” and
subject to termination by you or ACCO Brands at any time, with or without cause
or prior notice.  Nothing in this Letter
or in any of the accompanying materials alters this “at-will” relationship.


 


Please acknowledge your
understanding and acceptance of the above terms by signing and returning one (1) copy
of this Letter  to me as soon as possible.  Please keep the second copy for your personal
records.


 


 


Sincerely yours,


 


	
  /s/ David L. Kaput

  	
   

  



 


 


David L. Kaput


Senior Vice President &
Chief HR Officer


 


 


	
  Accepted by:

  	
  /s/ Robert J.
  Keller

  	
   

  	
  Date: 

  	
  November 4, 2008

  
	
   

  	
  Robert J. Keller

  	
   

  	
   

  	
   

  



 


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