Deferred Compensation Plan for Non-employee Directors


    Exhibit
      10.1

     

    ACCO
      BRANDS CORPORATION

     

    DEFERRED
      COMPENSATION PLAN

     

    FOR
      NON-EMPLOYEE DIRECTORS

     

    EFFECTIVE
      JANUARY 1, 2006

     

    1.  Purpose.
      This
      Deferred Compensation Plan for Non-Employee Directors (the “Plan”)
      has
      been established by ACCO Brands Corporation (the “Company”)
      to
      enable the non-employee members of the Board of Directors of the Company
      (sometimes referred to as “Directors”)
      to have
      flexibility with respect to the receipt of income earned for acting as
      Directors. The Plan allows non-employee Directors to receive incentive
      compensation based on the appreciation of the common stock of the Company and
      on
      the dividends declared on such stock or based on a fixed income account. The
      Phantom Stock portion of the Plan will also promote a closer identity of
      interests between such Directors and the shareholders of the Company. The Plan
      also allows non-employee Directors to elect to defer receipt of payment of
      restricted stock unit awards granted under the Company’s 2005 Long-Term
      Incentive Plan (and any successor or replacement plan thereto).

     

    2.  Definitions.
      The
      following definitions are applicable to the Plan:

     

    (a)  “Account”
      or
“Accounts”
      means
      one or both of the Phantom Fixed Income Account and the Phantom Stock Unit
      Account, as the context provides.

     

    (b)  “Annual
      Retainer”
      means
      the cash portion of the annual fee and any committee fees payable to a
      Participant as compensation for serving on the Board.

     

    (c)  “Board”
      means
      the Board of Directors of the Company.

     

    (d)  “Change
      of Control”
      means,
      with respect to the Company, a change in the ownership of the Company, a change
      in the effective control of the Company or a change in the ownership of a
      substantial portion of the assets of the Company, within the meaning of Section
      409A of the Internal Revenue Code (“Code”)
      and as
      more particularly described in Internal Revenue Service Notice 2005-1, Proposed
      Regulation Section 1.409A-3(g)(5), as more specifically provided on Attachment
      A
      hereto, and any final regulations or other authoritative guidance promulgated
      under Section 409A of the Code hereafter.

     

    (e)  “Company”
      means
      ACCO Brands Corporation and any successor corporation or corporations with
      or
      into which ACCO Brands Corporation may be consolidated or merged. 

     

    (f)  “Dividend
      Equivalent”
      means,
      with respect to Phantom Stock Units credited to a particular Participant, a
      dollar amount equal to the cash dividend which the Participant would have been
      entitled to receive if the Participant had been the owner, on the record date
      for a dividend paid on the Stock, of a number of shares of 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Stock
      equal to the number of Phantom Stock Units then properly credited to the Phantom
      Stock Unit Account of the Participant. “Dividend Equivalents” shall also mean
      those Dividend Equivalents credited to any RSU hereunder to the extent so
      provided under the applicable RSU award.

     

    (g)  “Effective
      Date”
      has the
      meaning set forth in Section 28.

     

    (h)  “LTIP”
      means
      the ACCO Brands Corporation 2005 Long-Term Incentive Plan and any successor
      or
      replacement equity incentive plan thereto.

     

    (i)  “Participant”
      means
      any current member of the Board who is not an employee of the Company or any
      subsidiary of the Company, or any such former member of the Board who has not
      received a complete distribution of his/her Accounts and of all of his RSU
      awards deferred under the Plan and who, while on the Board, elected to
      participate in the Plan.

     

    (j)  “Phantom
      Fixed Income Account”
      means
      the hypothetical account established and maintained by the Company for each
      Participant who elects to defer receipt of his/her Annual Retainer and treat
      it
      as if invested in a stable value fixed income fund (money market-type
      fund).

     

    (k)  “Phantom
      Stock Unit”
      means a
      unit corresponding to the value of, and the dividend rights associated with,
      a
      single share of Stock, credited to a Participant’s Phantom Stock Unit Account in
      connection with a deferral election of an amount of the Participant’s Annual
      Retainer pursuant to Section 4 or a reallocation of previous deferrals under
      Section 6 of the Plan to his/her Phantom Stock Unit Account.

     

    (l)  “Phantom
      Stock Unit Account”
      means,
      with respect to each Participant, an account established and maintained by
      the
      Company for the purpose of recording the number of Phantom Stock Units with
      respect to which that Participant has rights under the Plan.

     

    (m)  “RSU”
      means a
      restricted stock unit award granted to a member of the Board pursuant to the
      LTIP.

     

    (n)  “Stock”
      means
      the common stock of the Company.

     

    (o)  “Value
      per Phantom Stock Unit”
      as of a
      given date means the closing price per share at which the Stock trades on the
      New York Stock Exchange on that date or, if there is no trading in the Stock
      on
      that date, on the most recent preceding date on which such trading
      occurred.

     

    3.  Administration.
      The
      authority to manage and control the operation and administration of the Plan
      shall be vested in the Nominating and Corporate Governance Committee of the
      Board (“Committee”).
      Subject to the limitations of the Plan, the Committee shall have the sole and
      complete authority: (a) to interpret the Plan and to adopt, amend and rescind
      administrative guidelines and other rules and regulations relating to the Plan;
      (b) to correct any defect or omission or to reconcile any 

     

    
      
        
        

      

      
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    inconsistency
      in the Plan or in any payment made hereunder; and (c) to make all other
      determinations and to take all other actions necessary or advisable for the
      implementation and administration of the Plan. The Committee’s determinations on
      matters within its authority shall be conclusive and binding upon the Company
      and all other persons. All expenses associated with the Plan shall be borne
      by
      the Company.

     

    4.  Annual
      Election to Defer Compensation.
      Effective for deferrals hereunder for service as a non-employee Director
      commencing January 1, 2006 and all periods thereafter:

     

    (a)  Any
      Participant may, by written notice to the Company, elect, in lieu of receipt
      of
      an amount of the Annual Retainer that otherwise would be payable to the
      Participant, to defer the receipt of all or a portion of such amount and to
      receive any one or both of credits of Phantom Stock Units and credits to his/her
      Phantom Fixed Income Account on the aggregate amount of such deferral.


     

    (b)  Any
      Participant may, by written notice to the Company (including pursuant to the
      Participant’s restricted stock unit award agreement with the Company), elect to
      defer receipt of payment of all or a portion of an award of RSUs, that otherwise
      would become vested and payable in accordance with the terms of such award
      under
      the LTIP.

     

    (c)  A
      notice
      of election under this Section 4 shall be valid only if such
      election:

     

    (i)  is
      in
      writing, signed by the Participant; 

     

    (ii)  designates
      the fiscal year of the Company to which it relates;

     

    (iii)  designates
      (A) the amount of deferral of the Annual Retainer that is payable during such
      fiscal year and the allocation of such deferral among his/her Accounts or (B)
      the number of RSUs to be deferred pursuant to an award that may be made during
      such fiscal year, or (3) both (A) and (B), as the case may be;

     

    (iv)  affirms
      that such amount shall be payable upon the earlier of the date of the
      Participant’s cessation as a member of the Board or a Change of Control,
      and

     

    (v)  is
      filed
      with the Company:

     

    (1)  on
      or
      before December 31 of the fiscal year preceding the fiscal year of the Company
      in which such Annual Retainer (or installment thereof) is payable or such RSU
      is
      awarded (other than as set forth in subparagraph (3), below) or, in either
      such
      case, if earlier, in which such Board service is rendered;

     

    
      
        
        

      

      
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    (2)  in
      the
      case of a new member of the Board, is filed with the Company by the new member
      within thirty (30) days after becoming a member of the Board, to be effective
      for the then current fiscal year of the Company, but only with respect to
      compensation earned, or RSUs awarded, through the performance of services after
      the filing of the notice of election; or

     

    (3)  for
      RSU
      awards which the Board requires, as a condition of receipt of such award, the
      mandatory deferral of payment of such award (as shall be set forth in such
      RSU
      award agreement), such election shall be deemed filed with the Company on the
      date of such RSU award agreement or in which the Participant otherwise obtains
      a
      legally binding right to receipt of amounts thereunder, which election shall
      immediately become irrevocable.

     

    Any
      such
      notice of election under this Section 4 shall become irrevocable, for the fiscal
      year for which it is given, on the last date on which it is required to be
      given
      under subparagraph (v), and the Participant may modify the election at any
      time
      prior to the date on which it becomes irrevocable.

     

    (d)  Any
      election made by a Participant with respect to his/her Annual Retainer or,
      with
      respect to his RSU awards, as the case may be, shall remain in effect until
      modified or revoked by the Participant in accordance with the foregoing
      provisions of this Section 4.

     

    5.  Crediting
      of Deferred Amounts.
      

     

    (a)  Deferrals
      of the installment of the Annual Retainer elected pursuant to Section 4, above,
      shall be credited to and between the Phantom Stock Unit Account and the Phantom
      Fixed Income Account, in the amounts allocated by the electing Participant,
      as
      of the first day of the calendar quarter in which such installment of the Annual
      Retainer otherwise would have been payable but for such election.

     

    (b)  The
      number of Phantom Stock Units so credited shall be determined by dividing (i)
      the allocable dollar amount of the deferral for which Phantom Stock Units are
      elected by (ii) the Value per Phantom Stock Unit on that date.

     

    (c)  Additions
      to the Phantom Fixed Income Account shall be credited in the dollar amount
      elected and so allocated.

     

    6.  Reallocation
      of Accounts.
      As of
      each January 1 and July 1, a Participant may elect to transfer all or any part
      of his/her Phantom Stock Unit Account or Phantom Fixed Income Account to and
      between the other such Account. Any such election shall be valid only if it
      is
      in writing, signed by the Participant and filed with the Company at least ten
      (10) days prior to the applicable January 1 or July 1. Each of the Participant’s
      Accounts shall be revalued as of the date preceding the effective date of such
      transfer, taking into account all Dividend Equivalents (under Section 7) and
      all
      deemed interest 

     

    
      
        
        

      

      
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    credited
      to the Phantom Fixed Income Account (under Section 8) through such preceding
      valuation date. 

     

    7.  Phantom
      Stock/RSU Dividend Equivalents.
      If, as
      of the record date for a cash dividend on the Stock, Phantom Stock Units or
      RSUs
      have been (or should have been) properly credited to the Phantom Stock Unit
      Account or as RSUs of a Participant, the Company shall credit to the Phantom
      Fixed Income Account of that Participant, or the RSUs of that Participant to
      the
      extent so provided under the Participant’s RSU award, as of that record date, a
      Dividend Equivalent for such Phantom Stock Units or RSUs, as the case may be.
      Dividend Equivalents under an RSU award shall be deemed to be additional RSUs,
      or otherwise, in the manner provided under the applicable RSU
      award.

     

    8.  Phantom
      Fixed Income Account Interest Credits.
      As of
      the last day of each month, the balance of the Phantom Fixed Income Account
      of
      each Participant determined as of the last day of the prior month, shall be
      credited with interest equal to the last reported yield rate for such crediting
      month reported by the Vanguard Treasury Money Market Fund (reporting symbol
      VMPXX), or such successor or other fund designated by the Committee having
      substantially the same risk profile.

     

    9.  Phantom
      Stock Unit Adjustments.
      In the
      event of any change in the outstanding shares of Stock by reason of any stock
      dividend or split, recapitalization, merger, consolidation, combination or
      exchange of shares, or other similar corporate change, the Committee shall
      make
      such adjustments in each Participant’s Phantom Stock Unit Account, including the
      number of Phantom Stock Units, as it deems to be equitable under the Plan in
      order fairly to give effect to such change and to the purpose and intent of
      the
      Plan.

     

    10.  Redemption
      and Payment of Phantom Stock Units and Dividend Equivalents.
      A
      Participant’s Phantom Stock Unit Account shall be redeemed, within thirty (30)
      days after the Participant ceases to be a member of the Board (but shall be
      deemed available to the Participant on such cessation date, for income tax
      purposes), or immediately upon a Change of Control, through a lump-sum cash
      payment or a lump sum distribution of shares of Stock of the Company, as the
      Participant elects prior to such distribution, in an amount equal to the sum
      of:

     

    (a)  In
      the
      case of a distribution in cash, the product of (i) the number of Phantom Stock
      Units properly credited to the Participant’s Phantom Stock Unit Account on the
      last day the Participant was a member of the Board, multiplied by (ii) the
      Value
      per Phantom Stock Unit on the date of such cessation or Change of Control;
      or


     

    (b)  In
      the
      case of a distribution in Stock, a number of whole shares of Stock equal to
      the
      number of whole Phantom Stock Units, and any fractional Phantom Stock Unit
      shall
      be paid in cash in the manner set forth in Section 10(a). Any distribution
      in
      Stock under this Section 10(b) shall be deemed to be a payment of an award
      of
      RSUs out of authorized shares of Stock under the LTIP. Anything to the contrary
      herein notwithstanding, the Participant shall not receive a distribution under
      this Section 10(b), and shall instead receive a distribution under Section
      10(a)
      to the extent that there shall 

     

    
      
        
        

      

      
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    not
      be
      sufficient shares of Stock available for distribution under the LTIP or such
      distribution in Stock otherwise is prohibited under the LTIP.

     

    11.  Payment
      of Phantom Fixed Income Account.
      A
      Participant’s Phantom Fixed Income Account shall be paid to the Participant
      within thirty (30) days after the Participant ceases to be a member of the
      Board
      (but shall be deemed available to the Participant on such cessation date, for
      income tax purposes), or immediately upon a Change of Control, in a lump sum
      cash payment equal to the value of that Account on the date of such cessation
      or
      Change of Control, together with an amount of Phantom Fixed Income Account
      interest credits in the manner provided under Section 8 but for the period
      since
      the immediately preceding valuation date through the date of such cessation
      or
      Change of Control.

     

    12.  Payment
      of RSUs and Dividend Equivalents.
      

     

    (a)  A
      Participant’s RSU awards (including Dividend Equivalents credited as additional
      RSUs under such awards) shall be paid to the Participant, in the manner set
      forth in the applicable RSU award agreement, within thirty (30) days after
      the
      Participant ceases to be a member of the Board (but shall be deemed available
      to
      the Participant on such cessation date, for income tax purposes), or immediately
      upon a Change of Control.

     

    (b)  Except
      as
      provided in this Plan, the terms and conditions of the LTIP and the award
      agreement under which such RSUs were granted shall govern. Subject to Section
      27
      hereof, in the event of any inconsistency between (i) the LTIP and such RSU
      award agreement and (ii) this Plan, the LTIP and RSU award agreement shall
      govern.

     

    13.  Designation
      of Beneficiary.
      Each
      Participant may designate a beneficiary or beneficiaries to receive any amounts
      payable under the Plan after his death, and may change such designation from
      time to time, by filing a written designation of beneficiary or beneficiaries
      with the Committee on a form to be prescribed by the Committee, provided that
      no
      such designation shall be effective unless so filed prior to the death of such
      Participant.

     

    14.  Discretion
      of Company and Committee.
      Any
      decision made or action taken by the Committee arising out of or in connection
      with the construction, administration, interpretation and effect of the Plan
      shall lie within the absolute discretion of the Committee and shall be
      conclusive and binding upon all persons.

     

    15.  Absence
      of Liability.
      No
      member of the Board, officer or any other employee of the Company or any
      subsidiary of the Company shall be liable for any act or action hereunder,
      whether of commission or omission, taken by any other Board member or by any
      other officer, agent or employee or, except in circumstances involving his
      bad
      faith, for anything done or omitted to be done by himself.

     

    16.  No
      Segregation of Cash or Shares.
      The
      Company shall not be required to segregate any cash, or any shares of Stock
      in
      connection with any Phantom Stock Units

     

    
      
        
        

      

      
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     or
      RSUs, credited under the Plan or any other investments in connection with the
      Phantom Fixed Income Accounts. No interest shall be allowable or payable at
      any
      time with respect to any Phantom Stock Units or RSUs.

     

    17.  No
      Rights as a Shareholder.
      No
      Participant shall have voting or any other rights or privileges of a shareholder
      of Stock by reason of the crediting of Phantom Stock Units or RSUs under the
      Plan.

     

    18.  Company
      Not Trustee.
      The
      Company shall not, by virtue of any provisions of the Plan, be deemed to be
      a
      trustee of any Stock or any other property.

     

    19.  No
      Property Interest.
      The
      crediting of Phantom Stock Units or RSUs or of any amounts to the Phantom Fixed
      Income Account under the Plan shall not create any property interest for a
      Participant, and the liabilities of the Company to any Participant pursuant
      to
      the Plan shall be those of a debtor pursuant to such contractual redemption
      obligations as arise under the Plan and, as applicable, RSU award agreement,
      when a Participant ceases to be a member of the Board or there occurs a Change
      of Control. No such obligation of the Company shall be deemed to be secured
      by
      any pledge of or other encumbrance on any property of the Company.

     

    20.  No
      Security.
      Amounts
      payable under the Plan shall at all times be subject to the claims of the
      Company’s general creditors. There shall be no posting of a bond, promissory
      note or any other safeguard to assure that the Participant will be paid. The
      sole security for payment under the terms of the Plan is the Company’s promise
      to pay.

     

    21.  Assignments
      and Transfers.
      The
      rights and interests of a Participant under the Plan may not be assigned,
      encumbered, pledged or transferred except, in the event of the death of a
      Participant, to his designated beneficiary or, in the absence of such
      designation, by will or the laws of descent and distribution. Any such attempted
      action shall be void, and no such interest shall be in any manner liable for
      or
      subject to debts, contracts, liabilities, engagements or torts of any
      Participant. If any Participant shall become bankrupt or shall attempt to
      assign, encumber, pledge or transfer any interest in the Plan, then the Board
      in
      its discretion may hold or apply such interest or any part thereof to or for
      the
      benefit of such Participant or his designated beneficiary, his spouse, children,
      blood relatives, or other dependents, or any of them, in such manner and in
      such
      proportions as the Board may consider proper.

     

    22.  Director
      Status.
      The
      Plan does not, and will not, give any Participant the right to continue as
      a
      Director of the Company, nor will the Plan confer any right to any benefit
      under
      the Plan unless such right has specifically accrued under the terms of the
      Plan.

     

    23.  Gender
      and Number.
      In
      construing the Plan, where the context makes it appropriate, words in any gender
      shall be deemed to include any other gender, words in the singular shall be
      deemed to include the plural, and words in the plural shall be deemed to include
      the singular.

     

    
      
        
        

      

      
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    24.  Illinois
      Law to Govern.
      All
      questions pertaining to the construction, regulation, validity and effect of
      the
      provisions of the Plan shall be determined in accordance with the laws of the
      State of Illinois.

     

    25.  Amendment,
      Suspension or Termination of the Plan.
      The
      Board may from time to time amend, suspend or terminate in whole or in part
      (and
      if suspended or terminated may reinstate) any or all of the provisions of the
      Plan, except that without the consent of the Participant no amendment,
      suspension or termination of the Plan shall impair the rights of any Participant
      as to any Phantom Stock Unit or other Account previously credited to the
      Participant pursuant to the Plan or any RSU previously awarded pursuant to
      the
      LTIP.

     

    26.  Withholding
      Tax.
      The
      Company shall have the right to deduct from any cash payment to be made to
      any
      Participant, his designated beneficiary or his estate any taxes required by
      law
      to be withheld with respect thereto.

     

    27.  Section
      409A.
      Anything in this Plan to the contrary notwithstanding, no amount shall be
      deferred by, and no amount deferred shall be distributed to, a Participant
      unless such deferral or distribution shall in all respects comply with Section
      409A of the Code.

     

    28.  Effective
      Date.
      The
      Plan shall take effect upon approval and adoption by the Board, provided that,
      upon such adoption, deferrals of compensation hereunder shall commence for
      amounts payable to Participants respecting services performed on and after
      January 1, 2006 (or such date of such approval and adoption, if
      later).

     

    
      
        
        

      

      
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    ATTACHMENT
      A

    


    Change
      in
      the Ownership or Effective Control of the Company

    Or
      Change in the Ownership of a Substantial Portion of the Assets of the
      Company

    


     

    (a) A
      “change
      in ownership”
      of the
      Company shall occur on the date that any one person, or more than one person
      acting as a group, hereafter acquires ownership of stock of the Company that,
      together with stock held by such person or group, constitutes more than 50
      percent of the total fair market value or total voting power of the stock of
      the
      Company. Any increase in the percentage of stock owned by any one person, or
      persons acting as a group, as a result of a transaction in which the Company
      acquires its stock in exchange for property will be treated as an acquisition
      of
      stock for such purposes. A “change in ownership” shall not have occurred if,
      following a transfer of stock of the Company (or issuance of stock of the
      Company), the stock in the Company does not remain outstanding after the
      transaction (subject to paragraph (c), below).

     

    (b) A
      “change
      in the effective control”
      of the
      Company shall occur, notwithstanding the absence of a “change in ownership”
under paragraph (a), on the date that:

     

    (1)
      any
      one person, or more than one person acting as a group, acquires (or has acquired
      during the 12-month period ending on the date of the most recent acquisition
      by
      such person or persons) ownership of stock of the Company possessing 35 percent
      or more of the total voting power of the stock of the Company; or 

     

    (2)
      a
      majority of members of the Company’s board of directors is replaced during any
      12-month period by directors whose appointment or election is not endorsed
      by a
      majority of the members of the Company’s board of directors prior to the date of
      the appointment or election. 

     

    (c) A
      “change
      in the ownership of a substantial portion of the Company’s
      assets”
      occurs
      on the date that any one person, or more than one person acting as a group,
      acquires (or has acquired during the 12-month period ending on the date of
      the
      most recent acquisition by such person or persons) assets from the Company
      having a total gross fair market value equal to or more than 40 percent of
      the
      total gross fair market value of all of the assets of the Company immediately
      prior to such acquisition or acquisitions. For this purpose, “gross fair market
      value” means the value of the assets of the Company, or the value of the assets
      being disposed of, determined without regard to any liabilities associated
      with
      such assets.

     

    (d) The
      foregoing determination of a change in the ownership or effective control of
      the
      Company or change in the ownership of a substantial portion of the assets of
      the
      Company shall be made with due regard for the rules governing attribution of
      stock ownership under Section 318(a) of the Code and, for the purposes of this
      Attachment A, 

     

    
      
        
        

      

      
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    the
      owner
      of all outstanding options shall be regarded as an owner of shares of Stock
      underlying such option.

     

    (e) In
      the
      event of any inconsistency between this Attachment A and applicable Treasury
      Regulations issued under Section 409A of the Code, the applicable Treasury
      Regulations shall control and such Treasury Regulations shall otherwise guide
      the interpretation of terms and conditions under this Attachment A.

     

    
      
        
        

      

      
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