ex10-1.htm


    EXHIBIT
10.1

     

    

      October
22, 2008

       

      Mr. David
D. Campbell

      [address]

      [address]

       

       

      Dear
David:

       

      The
purpose of this letter agreement and general release (the “Letter Agreement”) is
to set forth the terms of your separation from employment with ACCO Brands
Corporation, its subsidiaries and/or affiliates (collectively “ACCO”) and to
outline the benefits being offered to you under the ACCO Brands Corporation
Executive Severance Plan (the “Severance Plan”) (a copy of which has been
provided to you with this Letter Agreement) which is being offered in exchange
for your general release of claims.  Your employment will end on
October 22, 2008 (the “Termination Date”).

       

      
        	
                 
      

              	
                1.

              	
                Severance
    Benefits.

              


      

       

      (a)           You
will be paid severance in the aggregate amount of $2,992,500,
which represents the
sum of 24 months of your base salary as in effect on your Termination Date
($787,500
base salary x 2 = $1,575,000) plus two times your annual target bonus for
2008 ($708,750
x 2 = $1,417,500).  Your
severance will commence on the first payroll date following the date on which
the general release in Paragraph 3 below becomes irrevocable and shall continue
in substantially equal payments in accordance with ACCO’s regular payroll
schedule for 24 months from your Termination Date, ending on the last payroll
date in October 2010.  Your first severance payment in this
stream of payments will be based on the number of payroll periods from
October 23, 2008 through the payroll date on which severance benefits actually
commence.  Each severance payment provided pursuant to this paragraph
is treated as a right to a series of separate payments such that each payment
paid on or before March 15, 2009 is intended to be exempt from Internal Revenue
Code Section 409A pursuant to the short-term deferral rules under Treasury
Regulation Section 1.409A-1(b)(4).  Any payments otherwise
scheduled to be made after March 15, 2009 and before April 23, 2009 shall be
delayed and paid on the first payroll date coinciding with or next following
April 23, 2009 with any other regularly scheduled severance
payment.  If you
were to die prior to receiving all of your severance benefits, the balance of
those payments would be paid in a single lump sum to your estate as soon as
administratively practicable following the date of your
death.

       

      (b)           You
may continue your medical, dental and vision coverage at active employee rates
for up to twenty-four (24) months after your medical, dental and vision coverage
as an active employee ends (this continued coverage period will be referred to
as your “Severance Medical Coverage Eligibility Period”).  After your
Severance Medical Coverage Eligibility Period ends, the continuation coverage
period under the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”) will start and you may continue such
coverage

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Mr. David
D. Campbell

            
              October
22, 2008

            

            
              Page
2

            

          

        

         

      

      at standard COBRA rates
but only in accordance with the then applicable COBRA provisions of ACCO’s
medical, dental and vision plans.  To the extent that the period
during which the continued provision of medical, dental and vision benefits
extends beyond the otherwise applicable COBRA continuation period, the following
shall apply: (i) the premiums for such continued coverage shall be paid on a
monthly basis; (ii) any amounts paid to or on your behalf as reimbursement for
such expenses shall be paid on or before the last day of the year following the
year in which such expense was incurred; (iii) any amounts paid to or on your
behalf as reimbursement for such expenses during one year will not affect your
eligibility for amounts paid to or on your behalf as reimbursement for such
expenses during any other year; and (iv) the right to continued coverage beyond
the applicable COBRA continuation period is not subject to liquidation or
exchange for another benefit.  This paragraph shall be administered
and interpreted consistent with Treasury Regulation Section
1.409A-3(i)(1)(iv).

       

      If you
accept employment with a new employer before your Severance Medical Coverage
Eligibility Period ends, any medical, dental and vision benefits provided under
ACCO’s plans at active employee rates pursuant to the Severance Plan will be
discontinued when you become eligible for coverage under the new employer’s
plans.    You must call Your Benefits Resources at
1-877-847-2436 or, if that service is not available, notify ACCO’s Director of
Benefits in writing when you obtain coverage under a new employer’s
plans.  If you were to die prior to the date your Severance Medical
Coverage Eligibility Period ends and prior to becoming eligible for healthcare
coverage under a new employer’s plans, your eligible dependents’ medical, dental
and vision coverage will continue at active employee rates for eligible
dependents through your Severance Medical Coverage Eligibility Period and
thereafter the continuation coverage period under COBRA will start and your
eligible dependents may continue such coverage at standard COBRA rates in
accordance with the then applicable COBRA provisions of ACCO’s medical, dental
and vision plans.

       

      (c)           You
are entitled to receive outplacement assistance through a firm of your choice
subject to our reasonable consent.  For that assistance ACCO will
directly pay the provider for up to $60,000 in services.  Only those
outplacement services incurred before the end of 2010 will be paid for by ACCO
under the Severance Plan.

       

      (d)           Except
as provided in Par. 2 below, all other employee benefit plans terminate on your
Termination Date.  Your incurred but unreimbursed expenses shall be
paid within thirty days following your submission of the requisite expense
reports.  Severance payments will not be considered eligible earnings
under ACCO’s pension and 401(k) plans, and the period of severance will not
count towards credited service and vesting service under ACCO’s pension and
401(k) plans.  You agree that you will not apply for unemployment
benefits during the 24 month severance period.

       

      
        	
                 
      

              	
                2.

              	
                Equity Awards and Retirement
      Benefits.

              


      

       

      All
equity awards you have received pursuant to the various company long term
incentive plans will be administered in accordance with their
terms.  Benefits to be provided to you pursuant to the ACCO retirement
plans you participate in will be done so pursuant to the terms 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Mr. David
D. Campbell

            
              October
22, 2008

            

            
              Page
3

            

          

        

         

      

      of those
plans and the Retirement Agreement entered into between yourself and ACCO
effective May 1, 2008.

       

      
        	
                 
      

              	
                3.

              	
                Your General
      Release of
Claims.

              


      

       

      (a)           In
consideration of the foregoing compensation and benefits under this
Letter Agreement and the Severance Plan described in Paragraph 1 above
the adequacy of which is hereby acknowledged, you, on your own behalf and on
behalf of your heirs, executors, administrators, successors, representatives and
assigns, do herein unconditionally release, waive, and fully discharge ACCO
Brands Corporation and its subsidiaries (including successors and assigns
thereof) (collectively, the “Company”), and all of their respective past,
present and future employees, officers, directors, agents, affiliates, parents,
predecessors, administrators, representatives, attorneys, and shareholders from
any and all legal claims, liabilities, suits, causes of action (whether before a
court or an administrative agency), damages, costs, attorneys’ fees, interest,
injuries, expenses, debts, or demands of any nature whatsoever, known or
unknown, liquidated or unliquidated, absolute or contingent, at law or in
equity, which were or could have been filed with any Federal, state, or local
court, agency, arbitrator or any other entity, based directly or indirectly on
your employment with and separation from Company other than claims to enforce
this Letter Agreement, your rights under the Severance Plan or terms of any
employee pension or welfare benefit plan.  Without limiting the
generality of the foregoing terms, this general release specifically includes
all claims based on the terms, conditions, and privileges of employment, and
those based on breach of contract (express or implied), tort, harassment,
intentional infliction of emotional distress, defamation, negligence, privacy,
employment discrimination, retaliation, discharge not for just cause,
constructive discharge, wrongful discharge, the Age Discrimination in Employment
Act, as amended (the “ADEA”), Executive Order 11,141 (age discrimination), Title
VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866
and 1871, 41 U.S.C. §1981 (discrimination), 29 U.S.C. §206(d)(1) (equal pay),
Executive Order 11,246 (race, color, religion, sex and national origin
discrimination), the National Labor Relations Act, the Fair Labor Standards Act,
the Americans with Disabilities Act of 1990, the Family Medical Leave Act, the
Immigration Reform and Control Act, the Vietnam Era Veterans Readjustment
Assistance Act, §§503-504 of the Rehabilitation Act of 1973 (handicap
rehabilitation), Employee Retirement Income Security Act of 1974, as amended,
the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, and
any and all other Federal, state, local or other governmental statutes, laws,
ordinances, regulations and orders, under common law, and under any Company
policy, procedure, bylaw or rule.  This general release shall not
waive or release any rights or claims that you may have which arise after the
date of this general release and shall not waive post-termination
health-continuation insurance benefits required by state or Federal
law.

       

      (b)           You
intend this Letter Agreement to be binding on your successors, and you
specifically agree not to file or continue any claim in respect of matters
covered by Paragraph 3(a), above.  You further agree never to
institute any suit, complaint, proceeding, grievance or action of any kind at
law, in equity, or otherwise in any court of the United States or in any state,
or in any administrative agency of the United States or any state, county or
municipality, or before any other tribunal, public or private, against Company
arising from or

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Mr. David
D. Campbell

            
              October
22, 2008

            

            
              Page
4

            

          

        

         

      

      relating to your
employment with or your termination of employment from Company other than a
claim challenging the validity of the general release made herein under the ADEA
or respecting any matters not covered by this Letter
Agreement.

       

      (c)           You
are further waiving your right to receive money or other relief in any action
instituted by you or on your behalf by any person, entity or governmental agency
in respect of matters covered by this Letter Agreement.  Nothing in
this Letter Agreement shall limit the rights of any governmental agency or your
right of access to, cooperation or participation with any governmental agency,
including without limitation, the United States Equal Employment Opportunity
Commission.  You further agree to waive your rights under any other
statute or regulation, state or federal, which provides that a general release
does not extend to claims which you do not know or suspect to exist in your
favor at the time of executing this Letter Agreement, which if known to you must
have materially affected your settlement with
Company.

       

      (d)           You
agree that you shall not be eligible and shall not seek or apply for
reinstatement or re-employment with Company and agree that any application for
re-employment may be rejected without explanation or liability pursuant to this
provision.

       

      (e)           In
further consideration of the promises made by Company in this Letter Agreement,
you specifically waive and release the Company from all claims you may have as
of the date of this Letter Agreement, whether known or unknown, arising under
the ADEA.  You further agree that:

       

      (i)           Your
waiver of rights under this Letter Agreement and the general release made herein
is knowing and voluntary and in compliance with the Older Workers Benefit
Protection Act of 1990 (“OWBPA”);

       

      (ii)           You
understand the terms of this Letter Agreement and the general release made
herein;

       

      (iii)           The
consideration offered by Company in this
Letter Agreement and, under
the Severance Plan in exchange for the general release made herein represents
consideration over and above that to which you would otherwise be entitled, and
that the consideration would not have been provided had you not agreed to sign
this Letter Agreement and did not provide the general release made
herein;

       

      (iv)           Company
is hereby advising you in writing to consult with an attorney prior to executing
this Letter Agreement;

       

      (v)           Company
is giving you a period of forty-five (45) days within which to consider this
Letter Agreement; and

       

      (vi)           Following
your execution of this Letter Agreement, you have seven (7) days in which to
revoke this Letter Agreement by written notice.  An attempted


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Mr. David
D. Campbell

            
              October
22, 2008

            

            
              Page
5

            

          

        

         

      

      revocation not actually
received by Company prior to the revocation deadline will not be
effective.

       

      
        	
                 
      

              	
                4.

              	
                ACCO’s Release of
      Claims.

              


      

       

      ACCO, on
behalf of itself and its affiliates, does herein unconditionally release, waive,
and fully discharge you and your heirs, executors, administrators, successors,
representatives and assigns from any and all legal claims, liabilities, suits,
causes of action, damages, costs, attorneys’ fees, interest, injuries, expenses,
debts, or demands of any nature whatsoever, known or unknown, liquidated or
unliquidated, absolute or contingent, at law or in equity, which were or could
have been filed with any Federal, state, or local court, agency, arbitrator or
any other entity, based directly or indirectly on your employment with and
separation from ACCO.  Such release does not include claims for
violation of any law, including any securities law or willful misconduct (ACCO
acknowledges that it is not aware of any such conduct as of the date of
execution of this Agreement).

       

      
        	
                 
      

              	
                5.

              	
                Mutual
      Non-disparagement.

              


      

       

      You agree
that you will not make, directly or indirectly, any false or disparaging,
negative, unflattering, or accusatory remarks or references, whether oral or in
writing, regarding ACCO, its affiliates, officers, directors or employees, in
any dealings with third parties, including ACCO’s or its affiliates’ customers,
potential customers, contractors, employees, lenders and
analysts.  Likewise, ACCO agrees that it will not through any senior
leadership executive or authorized ACCO employee representative make, directly
or indirectly, any false or disparaging, negative, unflattering, or accusatory
remarks or references, whether oral or in writing, regarding you in any dealings
with third parties, including employers, prospective employers, customers,
potential customers, contractors, employees, lenders and
analysts.  This paragraph does not preclude any testimony subpoenaed
or given under oath by either you or an ACCO representative.


       

      
        	
                 
      

              	
                6.

              	
                Indemnification;
      D&O Coverage.

              


      

       

      You will
be indemnified and entitled to any advancement of expenses to the extent
provided by ACCO’s By-laws and other corporate documents in effect as of your
Termination Date or, if greater, under applicable law, as well as to the extent
provided pursuant to applicable director and officer insurance policies of ACCO
as are in effect from time to time.

       

      
        	
                 
      

              	
                7.

              	
                Miscellaneous.

              


      

       

      (a)           This
Letter Agreement, and all payments and benefits otherwise payable under the
Severance Plan, shall be void and of no force and effect if you choose to revoke
as described in 7d. below, and if you choose not to revoke, this Letter
Agreement shall then become effective and
enforceable.

       

      (b)           This
Letter Agreement and the general release made herein does not waive rights or
claims that may arise under the ADEA after the date you sign this Letter
Agreement.  

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Mr. David
D. Campbell

            
              October
22, 2008

            

            
              Page
6

            

          

        

      

       

      To the extent barred by
the OWBPA, the covenant not to sue contained in Paragraph 3(a) does not apply to
claims under the ADEA that challenge the validity of this Letter Agreement and
the general release made herein.

       

      (c)           This
General Release may not be returned until your Termination Date and must be
returned no later than December 6, 2008.

       

      (d)           To
revoke this Letter Agreement, you must send a written statement of revocation
to:

       

      ACCO
Brands Corporation

      300 Tower
Parkway

      Lincolnshire,
IL  60069

      Attn:  General
Counsel

       

      The
revocation must be received no later than 5:00 p.m. on the seventh day following
your execution of this Letter Agreement.  If you do not revoke, the
eighth day following your acceptance will be the “effective date” of this Letter
Agreement.

       

      (e)           You
agree that you will execute and deliver a Power of Attorney to be provided to
you by the Company allowing named representatives of the Company to effect your
resignation or removal as an officer and/or director of any subsidiary or other
entity affiliated with the Company.

       

      (f)           This
Letter Agreement shall be governed by the internal laws (and not the choice of
laws) of the State of Illinois, except for the application of pre-emptive
Federal law.

       

      PLEASE
READ THIS AGREEMENT CAREFULLY.  IT CONTAINS A RELEASE OF KNOWN AND
UNKNOWN CLAIMS.

       

       

      
        
          
            
              
                
                  
                    	
                            Date:
      November 25, 2008

                          	/s/David
      D. Campbell 	 
	 	
                            David
      D. Campbell

                          	 


                  

                

              

            

          

        

      

       

      
        
          
            
              	 	ACCO
      BRANDS CORPORATION	 
	 	 	 	 
	
                      Date:
      November 25, 2008

                    	
                      By:
      

                    	/s/Robert
      J. Keller	 
	 	Name: 	Robert
      J. Keller	 
	 	Its: 	
                      Chairman
      and Chief Executive Officer