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ACCO BRANDS CORP - DEF 14A - 20060407 - EXECUTIVE_COMPENSATION
There is no family relationship between any of
the above named officers. All officers are elected for one-year terms by the Board of Directors or until re-elected.
EXECUTIVE
COMPENSATION
The following tables disclose compensation received by the individuals who are the chief executive officer and the next
four most highly compensated executive officers of ACCO Brands based on compensation received from ACCO Brands, Fortune Brands or GBC, as applicable, for the fiscal years indicated. References in this section to ACCO Brands 2003 and 2004
fiscal years refer to the fiscal years which ended on December 27, 2003 and 2004, respectively, and references to ACCO Brands 2005 fiscal year refers to the fiscal year which ended on December 31, 2005.
Compensation described in the following tables for fiscal years 2004 and 2003 was earned by David D. Campbell, Dennis Chandler and Neal V. Fenwick as
officers of ACCO World Corporation. Compensation described in the following tables for fiscal years 2004 and 2003 was earned by John Turner as an officer of GBC. Compensation reported for Boris Elisman for fiscal year 2004 was earned as an employee
of ACCO World. Except as indicated below, compensation described in the following tables for the fiscal year 2005 includes, in the case of David D. Campbell, Dennis Chandler, Boris Elisman and Neal V. Fenwick, compensation earned by them as officers
of ACCO World through August 16, 2005 and, in the case of Mr. Turner, compensation earned by him as an officer of GBC through August 16, 2005. The compensation earned by each since August 17, 2005 has been paid by ACCO Brands.
11
Summary Compensation Table
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Year
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Annual Compensation
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Long-Term Compensation
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All Other
Compensa-
tion
($)
(5)
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Salary ($)
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Bonus
($)
(1)
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Other
Annual
Compen-
sation
($)
(2)
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Awards
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Payouts
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Name and Principal Position
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Restricted
Stock
Award(s)
($)
(3)
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Securities
Underlying
Options/
SARs(#)
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LTIP
Payout
($)
(4)
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David D. Campbell
Chairman of the Board,
President and Chief Executive
Officer
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2005
2004
2003
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606,250
525,000
500,000
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106,328
1,247,275
1,183,100
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50,412
46,780
41,841
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2,041,200
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385,000
299,084
199,389
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597,000
3,885,480
581,429
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89,678
103,854
92,473
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Neal V. Fenwick
Executive Vice President and
Chief Financial Officer
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2005
2004
2003
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318,500
286,886
261,417
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192,865
434,568
406,411
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65,497
46,926
55,666
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476,280
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90,000
71,780
39,877
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179,100
1,500,000
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3,476
3,446
3,416
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Dennis L. Chandler
Chief Operating Officer
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2005
2004
2003
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333,375
293,700
260,550
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46,945
437,586
348,239
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22,676
20,470
19,785
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476,280
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90,000
71,780
39,877
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179,100
1,500,000
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14,948
14,334
13,580
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John M. Turner
Group President, Industrial
and Print Finishing Group
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2005
2004
2003
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309,772
304,881
293,155
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79,248
106,708
20,521
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3,700
3,150
2,900
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277,509
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65,000
20,000
20,000
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451,619
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13,086
14,318
16,820
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Boris Elisman
President, Kensington
Technology Group
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2005
2004
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315,000
28,636
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229,628
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13,992
1,166
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192,780
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40,000
34,781
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64,476
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9,603
116
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(1)
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The annual bonus amounts are earned and accrued during the fiscal year indicated, and paid subsequent to the end of such year.
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The amount indicated for Mr. Fenwick in 2005 includes a special merger completion bonus in the amount of $150,000 paid to him by Fortune Brands.
Messrs. Campbell, Fenwick and Chandler received payments under two incentive plans during 2003 and 2004, a traditional annual incentive
plan and two one-year transitional incentive plans. The transitional plans were substituted for the previous ACCO World long-term incentive plans that were typically measured on three-year performance cycles, and were administered under the ACCO
World LTIP. Payments under the traditional annual incentive plan for 2004 and 2003 respectively were: $558,400 and $475,750 for Mr. Campbell; $228,018 and $194,236 for Mr. Fenwick; and $208,086 and $136,064 for Mr. Chandler. Payments
under the one-year transitional incentive plans for 2004 and 2003 respectively were: $688,875 and $707,250 for Mr. Campbell; $206,550 and $212,175 for Mr. Fenwick; and $229,500 and $212,175 for Mr. Chandler.
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(2)
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Other Annual Compensation:
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(a)
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For Mr. Campbell, represents dividends paid on performance awards from participation in the Fortune Brands Performance Share Plan. The amounts for 2005, 2004 and 2003 were
$34,412, $30,780 and $25,841, respectively. Additionally, Mr. Campbell received an automobile allowance of $16,000 per year.
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(b)
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For Mr. Fenwick, during 2005, 2004, and 2003 respectively, represents additional compensation in the form of child educational expense reimbursements of $23,220, $23,812, and
$31,765, an auto allowance of $13,992 per year, personal financial planning expenses of $26,697, $5,000, and $4,000, and the cost of airfare for family members returning to the United Kingdom of $1,588, $4,122, and $5,909.
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(c)
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For Mr. Chandler, during 2005, 2004, and 2003 represents additional compensation in the form of an auto allowance of $13,992 per year and personal financial planning expenses
of $8,684, $6,478, and $5,793 respectively.
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(d)
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For Mr. Elisman, the amount listed represents the amount paid in the form of an auto allowance.
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(e)
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For Mr. Turner, the amount listed represents additional compensation in the form of personal financial planning expenses.
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(3)
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For Messrs. Campbell, Fenwick, Chandler and Elisman, represents the value of restricted stock units (RSUs) granted in 2005 under the ACCO Brands 2005 LTIP at the grant date fair
market value of $22.68. These units will generally vest 100% on December 6, 2008 and be delivered in shares of Company stock, conditioned on each individual Officers remaining employed at that date. The market value of these RSUs as
of December 31, 2005 at a share price of $24.50 each are as follows: Mr. Campbell: 90,000 units valued at $2,205,000; Messrs. Fenwick and Chandler: 21,000 units valued at $514,500, each; and, Mr. Elisman: 8,500 units valued at
$208,250.
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For Mr. Turner, this amount represents: (a) the grant date value of 5,689 RSUs, which per the merger
agreement with GBC were converted from performance-vested RSUs to time-vested RSUs, on August 17, 2005, which will fully vest and be delivered in shares of company stock on February 26, 2007 conditioned on Mr. Turner remaining
employed at that date and (b) 6,000 RSUs granted in 2005 at
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the grant date fair market value of $22.68 under the ACCO Brands 2005 LTIP, which will vest 100% on December 6, 2008 and be delivered in shares of
Company stock, conditioned on Mr. Turner remaining employed at that date. The aggregate value of these units as of December 31, 2005 at a share price of $24.50 was $286,381.
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(4)
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The amounts listed in the LTIP Payout column for Messrs. Campbell, Fenwick and Chandler are the value of performance awards for the performance period that ended in the
year reported and paid subsequent to the end of such year. The payments listed for Messrs. Campbell, Fenwick, Chandler and Elisman for 2005 are from their participation in the ACCO World Long-term Incentive Plan, a long-term performance unit cash
plan, with three-year performance cycles, based on achievement of pre-established operating income, return on net tangible assets, expense reduction, and sales growth targets. The amount shown in the 2005 column is for the performance period 2003
through 2005.
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For the year 2004 the amounts include a one-time, non-recurring incentive payment of $3,150,000 for
Mr. Campbell, and $1,500,000 for each of Messrs. Fenwick and Chandler related to a three-year incentive plan aligned to certain business repositioning and restructuring goals established by Fortune Brands.
Additionally, Mr. Campbell received performance shares under the Fortune Brands Performance Share Plan. Shares awarded under this plan, for 2004, had
a value of $735,480 at December 31, 2004, and $581,429 at December 31, 2003. Through a separate agreement with Fortune Brands, Mr. Campbell retains the right to awards that were granted but not vested at the merger close. The
agreement provides that the target number of these awards be pro-rated through August 16, 2005 (the spin-off date), and will be awarded based on actual performance through the end of the performance period. For the performance period ended
December 31, 2005, performance under the plan provides for a maximum award. On a pro-rated basis, Mr. Campbells award was 8,312 shares, with a value of $645,510 based on the value of Fortune Brands common stock as of
December 31, 2005 of $77.66. Additional detail on this Plan is provided in the Long-term Incentive Plans-Awards in Last Fiscal Year table following.
For Mr. Turner, this amount represents the value of restricted stock units previously awarded to him by GBC that vested during 2005 and were converted upon vesting into either shares of GBC common stock or the
Companys common stock at the time of the Merger. Of these restricted stock units, 6,371 had a value of $13.46 per share and 15,321 had a value of $23.88 per share at the time they vested.
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(5)
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The amount listed in the All Other Compensation column includes: (a) Company matching contributions to the named individuals accounts in the Companys tax
qualified 401(k) savings and retirement plan, and for Mr. Campbell, Company contributions to the Fortune Brands Supplemental Plan in which Mr. Campbell participated in 2003, 2004 and 2005, and (b) the value of premiums paid by the Company
under executive long term disability and life insurance programs as described below:
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(a)
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Defined Contribution Plan and Supplemental Plan Contributions
. For Mr. Campbell the amounts listed include contributions to his account in the Companys 401(k)
retirement savings plan of $15,980, $15,813 and $16,200 for the years 2003, 2004 and 2005 respectively. The amounts contributed by the Company for Mr. Campbell to the Fortune Brands Supplemental Plan for the years 2003, 2004 and 2005 were $60,715,
$71,618 and $62,294 respectively. For Mr. Chandler the amounts listed are for the Company contributions to his 401(k) plan account of $9,022, $9,225 and $9,450 for the years 2003, 2004 and 2005 respectively. The amount indicated for Mr. Elisman in
2005 included an $8,203 contribution to his 401(k) plan account.
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For Mr. Turner, these amounts represent contributions
by the company to GBCs 401(k) Savings and Retirement Plan on his behalf and to his respective accounts established pursuant to GBCs non-tax qualified Supplemental Deferred Compensation Plan.
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(b)
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Additional Life Insurance and Long Term Disability Programs
. Certain executive officers receive life insurance and long term disability programs in addition to those offered
to the general employee population. The amounts in the table include the dollar value of life insurance premiums paid by the Company in 2005, 2004, and 2003. These amounts are respectively: $11,184, $8,941, and $8,378 for Mr. Campbell; $2,076,
$2,046, and $2,016 for Mr. Fenwick; and $4,096, $3,709, and $3,158 for Mr. Chandler. In addition, the following amounts relate to company payment of supplemental long-term disability insurance premiums in 2005, 2004, and 2003: $1,358,
$1,333, and $1,400 for Mr. Campbell and $1,400 each year for each of Messrs. Fenwick and Chandler.
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13
The following table provides information on grants of stock options made in 2005 by ACCO Brands to the
executive officers named in the Summary Compensation Table:
Option Grants in Last Fiscal Year (ACCO Brands)
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Individual
Grants
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Name
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Number of
Securities
Underlying
Options/SARs
Granted (#)
(1)
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Percent of
Total
Options/
SARs
Granted to
Employees
in Fiscal
Year
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Exercise or
Base Price
($/SH)
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Expiration
Date
(2)
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Grant Date
Present
Value ($)
(3)
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David D. Campbell
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385,000
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20.9
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22.68
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12/6/2013
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3,018,400
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Neal V. Fenwick
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90,000
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4.9
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22.68
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12/6/2013
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705,600
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Dennis L. Chandler
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90,000
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4.9
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22.68
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12/6/2013
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705,600
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John M. Turner
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25,000
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1.4
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22.68
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12/6/2013
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196,000
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Boris Elisman
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40,000
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2.2
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22.68
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12/6/2013
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313,600
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(1)
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All options are for shares of common stock of ACCO Brands and were granted under the ACCO Brands 2005 LTIP. No stock appreciation rights (SARs) were granted during 2005.
Options are generally not exercisable for one year after the date of grant. The options granted during 2005 become exercisable in three equal annual installments beginning one year after the date of grant.
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(2)
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ACCO Brands 2005 LTIP provides that each option shall have a limited right (Limited Right) which generally is exercised automatically on the date of change in
control of ACCO Brands. The Limited Right generally entitles the holder of the option to receive cash equal to the number of shares subject to the option multiplied by the difference between the exercise price per share and (a) the fair market
value of such shares at the date of exercise of the Limited Right if the option is an incentive stock option and (b) if the option is a nonqualified stock option, the greater of (i) the highest price per share paid for the shares of common
stock of ACCO Brands acquired in the change in control and (ii) the highest market value of shares of common stock during a specified period prior to the time of exercise. The option is canceled to the extent of the exercise of the Limited
Right.
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(3)
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Grant Date Present Value of $7.84 per share was determined using the Black-Scholes option pricing model based on the following assumptions:
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(a)
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an expected option term of 4
1
/
2
years;
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(b)
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a risk-free weighted-average rate of return of 3.4%;
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(c)
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stock price volatility of 35.0%; and
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(d)
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no dividend payments.
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14
The following table provides information on grants of stock options made by GBC in 2005 to former GBC
officers who are currently ACCO Brands executive officers named in the Summary Compensation Table. These options converted into ACCO Brands stock options at the time of the Merger on the same terms and conditions as originally awarded by GBC.
Option Grants in Last Fiscal Year (GBC)
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Individual
Grants
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Name
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Number of
Securities
Underlying
Options/SARs
Granted (#)
(1)
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Percent of Total
Options/SARs
Granted to
Employees in Fiscal
Year
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Exercise or
Base Price
($/SH)
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Expiration
Date
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Grant Date
Present
Value ($)
(2)
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John M. Turner
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40,000
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8.5
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12.77
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2/22/15
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392,400
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(1)
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Options granted to Mr. Turner were granted under GBCs 2001 Stock Incentive Plan for Employees. Twenty-five percent (25%) of each option first becomes exercisable one
(1) year after the respective grant date and an additional 25% vests on each successive anniversary of the grant date. All of these options were granted at the fair market value of GBCs common stock on the grant date in the NASDAQ stock
market. No SARs were granted or are outstanding.
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(2)
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Grant date present value of $9.81 per share is based on the Black-Scholes stock option pricing model. Option term is ten years and various assumptions were made for volatility
(59.2%) and risk-free interest rates (4.41%).
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The Grant Date Present Values in the above tables are only theoretical
values and may not accurately determine present value. The actual value, if any, to be realized by an optionee will depend on the excess of the market value of the common stock over the exercise price on the date the option is exercised, so there is
no assurance that the value realized will be at or near the value established by the Black-Scholes model.
The following table provides
information about option exercises during 2005 by the officers named in the Summary Compensation Table and the value of their unexercised options as of the end of 2005.
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
(1)
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Name
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Shares
Acquired on
Exercise (#)
(2)
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Value
Realized ($)
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Number of
Shares
Underlying
Unexercised
Options at
FY-End (#)
Exercisable/
Unexercisable
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Value of
Unexercised
In-The-Money
Options at
FY-End ($)
Exercisable/
Unexercisable
(3)
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David D. Campbell
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0
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0
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288,051/684,082
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2,707,904/2,951,790
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Neal V. Fenwick
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0
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0
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64,267/157,790
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599,007/663,850
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Dennis L. Chandler
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0
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0
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60,746/157,790
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556,121/663,850
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John M. Turner
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49,000
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763,542
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70,250/83,125
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818,888/829,888
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Boris Elisman
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0
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0
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13,293/66,584
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65,269/203,327
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(1)
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Included in these amounts are options that were granted prior to the merger with GBC. All GBC options converted to ACCO Brands options on a 1:1 basis at the merger. Unvested Fortune
Brands options converted to ACCO Brands options on a 1:3.99 basis at the time of the Merger pursuant to the terms of the merger agreement. The exercise price of the options was also proportionately adjusted to account for the effect of the Merger.
The vesting of all converted options continues as provided for in each individuals original award agreements.
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(2)
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No SARs have been issued or are outstanding.
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(3)
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Based on fair market value of $24.50 per share of ACCO Brands common stock on December 31, 2005.
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15
The following table provides information concerning long-term compensation awards made during 2005 to the
executive officers named in the Summary Compensation Table.
Long-term Incentive PlansAwards in Last Fiscal Year
(1)
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Name
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Number of
Shares,
Units or
Other
Rights (#)
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Performance
or Other
Period Until
Maturation
or Payout
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Estimated Future Payouts Under Non-Stock
Price-Based Plans
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Threshold (#)
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Target (#)
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Maximum (#)
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David D. Campbell
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105,000
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3 yrs.
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78,750
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105,000
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157,500
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Neal V. Fenwick
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24,000
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3 yrs.
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18,000
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24,000
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36,000
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Dennis L. Chandler
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24,000
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3 yrs.
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18,000
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24,000
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36,000
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John M. Turner
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7,000
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3 yrs.
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5,250
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7,000
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10,500
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Boris Elisman
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10,000
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3 yrs.
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7,500
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10,000
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15,000
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(1)
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For awards under the ACCO Brands 2005 LTIP, the number of shares of common stock to be delivered for the performance period 20062008 is based on the level of achievement
of specified earnings before interest, taxes, depreciation and amortization (EBITDA) of ACCO Brands and its consolidated subsidiaries for 2008. The target number of shares will be earned if 100% of the targeted EBITDA is achieved and an additional
amount of shares will be paid if the targeted EBITDA is exceeded, but the maximum number of shares paid will not exceed 150% of the target amount. The threshold amount will be earned at the achievement of approximately 95% of the 2008 EBITDA target
unless otherwise determined by the Compensation Committee of the Board of Directors. Dividend equivalents in the form of additional performance stock units may be issued that equal the cash dividends that would have been paid on the shares had the
recipient owned the shares during the performance period.
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Mr. Campbell has received performance share awards under the
Fortune Brands Long-term Incentive Plan. These awards will be paid based on actual performance achieved during the applicable performance period, and have been prorated in the case of each performance period based on the number of days in such
performance period prior to the effective date of the spin-off, and have been adjusted per the conversion formula that affected all Fortune Brands shares at the spin-off. The table below shows the original and adjusted targets for these awards. To
receive awards under these plans, Mr. Campbell must remained employed with ACCO Brands through December 31 of the last year of each successive performance period. Any payments made to Mr. Campbell under this plan in the future will be
made by Fortune Brands.
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Performance Cycle (Target Awards in # Share Units)
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20032005
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20042006
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20052007
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Original Target Award
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6,000
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6,000
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4,600
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Prorated Target, as Adjusted
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5,541
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3,430
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1,011
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For the 20032005 cycle, awards were approved by the Fortune Brands Board of Directors at
maximum, which equates to 150% of target. For Mr. Campbell, this resulted in an award of 8,312 shares which was paid in cash by Fortune Brands, valued at $77.645 per share for a total of $645,385.
Retirement Plans
ACCO Brands Corporation Pension
Plan
. The ACCO Brands Corporation Pension Plan for Salaried and Certain Hourly Paid Employees (Pension Plan), which became effective as of June 1, 1956, is a noncontributory defined benefit retirement plan covering salaried and
certain hourly paid employees. Participants become eligible for benefits under this plan when they achieve 65 years of age and a minimum of 5 years of service. Alternatively, a participant may choose Early Retirement between 55 and 65
years of age with a minimum of 5 years of service.
Benefits under this plan are equal to the sum of (A) and (B):
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(A)
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For credited service accrued prior to January 1, 2002:
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0.75% of Final Average Base Earnings up to Social Security Covered Compensation, plus 1.25% of Final Average Base Earnings in excess of Social Security Covered
Compensation, multiplied
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16
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by the number of years of Credited Service accrued prior to January 1, 2002 (up to a maximum of 30 years).
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Final Average Base Earnings is defined as average base compensation (base rate of pay) during the five consecutive calendar years within the 10 years of service prior to
the date of termination that provide the highest average.
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Covered Compensation is defined as the 35 year average of the FICA taxable wage bases ending with the earlier of the year the participant reaches Social Security
retirement age or the year of employment termination or retirement.
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(B)
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For credited service accrued after December 31, 2001:
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1.25% of Final Average Total Earnings multiplied by the number of years of Credited Service accrued after December 31, 2001.
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Final Average Total Earnings is defined as average total earnings (base rate of pay plus annual bonus) during the five consecutive calendar years within the 10 years of
service prior to the date of employment termination or retirement that provide the highest average.
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ACCO Brands
Supplemental Plan.
The ACCO Brands Corporation Supplemental Pension Plan (Supplemental Plan) is an unfunded excess benefit plan that pays the difference between the benefits payable under our tax-qualified Pension Plan and the amount
that would have been paid, but for the Internal Revenue Code annual benefit limits on tax-qualified pension plans. The current Internal Revenue Code limit is the lesser of $170,000 or the employees average annual compensation during the three
highest-paid consecutive years of employment. The Internal Revenue Code also provides that benefits under tax-qualified plans cannot be based on compensation in excess of a certain limit, currently $210,000. The Supplemental Plan provides the
difference between the amount paid under our tax-qualified plans and the amount that would have been paid if the limit on compensation were not included therein. In calculating benefits, no credit is given for service in excess of 35 years.
Mr. Campbell is a participant in both the Pension and Supplemental Plans with less than 1 year of credited service as of December 31,
2005. The estimated annual benefit payable under the combined plans upon retirement at normal retirement age for Mr. Campbell will be $250,332.
Mr. Chandler is a participant in both the Pension and Supplemental Plans with 11 years of credited service as of December 31, 2005. The estimated annual benefit payable under the combined plans upon retirement at normal retirement
age for Mr. Chandler will be $108,444.
Mr. Elisman is a participant in both the Pension and Supplemental Plans with one year of
credited service as of December 31, 2005. The estimated annual benefit payable under the combined plans upon retirement at normal retirement age for Mr. Elisman will be $171,864.
Special Agreement with Mr. Fenwick:
Per an existing agreement with Mr. Fenwick he will receive a pension benefit upon his retirement as if he
were to remain a participant in the ACCO UK Pension Plan. As a participant in the ACCO UK Pension Plan, 6% of Mr. Fenwicks base salary and 6% of his average annual bonus paid over the preceding three years is withheld and contributed to
the plan, as required by the plan.
The annual pension benefit under this plan is payable as a single life annuity payable at age 62, equal
to two-thirds (2/3) of an executives Final Pensionable Earnings. Pensionable Earnings are defined as base salary for the preceding full year together with the average annual bonus paid for the preceding three years.
Final
17
Pensionable Earnings are Pensionable Earnings for the full year immediately before retirement or if higher, the average of any 3 consecutive years of
Pensionable Earnings in the last 10 years. Mr. Fenwick is eligible for early retirement at age 55, with the benefit reduced by 4% per year that the benefit commencement date precedes Mr. Fenwicks 62nd birthday.
The following table sets forth the highest estimated annual retirement benefits payable to Mr. Fenwick in the specified compensation and years of
service classifications upon retirement at normal retirement date, assuming an annuity payment, rather than a discounted lump sum, under the ACCO UK Pension Plan:
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Pension Plan Table
Estimated Annual Retirement Benefits
for Representative Years of Credited Service
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Remuneration
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10
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15
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20
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25
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30
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35
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$ 172,000
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$
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32,453
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$
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48,679
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$
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58,026
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$
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81,132
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$
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97,359
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$
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113,585
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$ 258,000
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$
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48,679
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$
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73,019
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$
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97,359
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$
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121,699
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$
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146,038
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$
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170,378
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$ 344,000
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$
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64,906
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$
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97,359
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$
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129,812
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$
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162,265
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$
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194,718
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$
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227,169
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$ 430,000
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$
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81,132
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$
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121,699
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$
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162,265
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$
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202,831
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$
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243,395
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$
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283,962
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$ 516,000
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$
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97,359
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$
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146,038
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$
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194,718
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$
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243,395
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$
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292,075
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$
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340,754
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$ 602,000
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$
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113,585
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$
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170,378
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$
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227,169
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$
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283,962
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$
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340,754
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$
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397,547
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$ 688,000
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$
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129,812
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$
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194,718
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$
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259,622
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$
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324,528
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$
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389,434
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$
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454,340
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$ 774,000
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$
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146,038
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$
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219,056
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$
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292,075
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$
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365,094
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$
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438,113
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$
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511,132
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$ 860,000
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$
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162,265
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$
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243,395
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$
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324,528
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$
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405,660
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$
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486,793
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$
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567,925
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$ 946,000
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$
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178,491
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$
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267,735
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$
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356,981
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$
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446,226
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$
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535,472
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$
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624,718
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$ 1,032,000
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$
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194,718
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$
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292,075
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$
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389,434
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$
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409,393
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$
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584,152
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$
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681,509
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(1)
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The table above assumes an exchange rate of £1.00 = $1.72, which was in effect on December 31, 2005.
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As of December 31, 2005, Mr. Fenwick had completed 17 years of pensionable service with ACCO.
Special Agreement with Mr. Turner
. Per an agreement with John M. Turner entered into by GBC prior to the Merger, he is a participant in the GBC
(United Kingdom) Limited Staff Pension Plan (the GBC UK Plan). The GBC UK Plan is a contributory defined benefit retirement plan covering certain current and former employees of GBCs United Kingdom subsidiary. Mr. Turner was
formerly employed by that subsidiary and continues to accrue benefits under this plan. Benefits under the GBC UK Plan equal the sum of
a) for credited service accrued prior to January 1, 2002, 2.5% of Final Pensionable Salary as of December 31, 2001 for each year of pensionable service before January 1, 2002 and in proportion for each completed month
of pensionable service indexed to the U.K. Retail Price Index through Mr. Turners normal retirement date; and
b) for
credited service accrued after December 31, 2001, 1.67% of Final Pensionable Salary for each year of pensionable service thereafter and in proportion for each month of pensionable service.
Under the GBC UK Plan, Mr. Turner would be eligible to receive benefits at the normal retirement age of 65 or upon an earlier retirement at a reduced actuarial
determined amount. Final Pensionable Salary is defined as the average of the last five consecutive years salary plus the average of the past three years bonus, less 800 Pounds Sterling, except that bonus amounts are excluded
from the definition of Final Pensionable Salary for all years beginning January 1, 2002.
As of December 31, 2005, Mr. Turner had completed
27 years of pensionable service under the GBC UK Plan. The estimated annual benefit payable to Mr. Turner upon retirement at age 65 will be $204, 666 using exchange rates in effect at December 31, 2005.
18
Severance/Change in Control Provisions and Agreements
Currently, Messrs. Campbell, Chandler, and Elisman are covered under the ACCO Brands Corporation Executive Severance Policy, which provides for the
following upon involuntary termination or termination as triggered by a change in control:
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Involuntary Termination: 24 months salary and two years target bonus for Mr. Campbell; 18 months of base salary plus one years target bonus for each of Messrs.
Chandler and Elisman.
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·
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Change in Control Termination: 36 months salary and three years target bonus for Mr. Campbell; 24 months of base salary plus one years target bonus for each of
Messrs. Chandler and Elisman.
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Mr. Fenwick is currently covered by a letter agreement with the Company under the
provisions of the ACCO UK severance policy, under which he would receive the following:
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·
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Involuntary Termination: 30 months of base salary, 30 months target bonus, and pro-rata target bonus for the then current year.
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·
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Change in Control Termination: 36 months of base salary, 36 months target bonus, and pro-rata target bonus for the then current year.
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·
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Repatriation Payment: a lump sum payment in the amount of $500,000 in lieu of repatriation and relocation benefits in the event he is involuntarily terminated from employment or
should he voluntarily terminate his employment following a change in control.
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Mr. Turner is party to an Executive
Severance/ Change in Control Agreement, entered into with GBC. Under the terms of this agreement, Mr. Turner would be entitled to severance payments and other benefits (as summarized below) if he is terminated by ACCO Brands within twenty-four
months following completion of the merger without cause or by Mr. Turner for good reason (each as defined in the agreement). In the event of an eligible termination, the Company must pay Mr. Turner a single lump-sum
cash payment equal to 2.25 times the sum of his respective annual base salary plus the greater of either his target bonus or his bonus based on actual performance for the then-current year.
If Mr. Turners employment terminates in a change in control termination, he will be deemed to have satisfied the age and service
requirements for retiree medical benefits as in effect at GBC on February 10, 2005, and he and his eligible dependents may commence coverage for such retiree benefits at any time following the expiration of the active employee medical and
dental continuation coverage period as described in his change in control agreement to the same extent and on the same cost-sharing basis as do other GBC retirees with the same combined age and years of service as of his date of termination.
If Mr. Turner is terminated involuntarily or in a change in control termination and as a result thereof he is entitled to
receive severance payments under these arrangements, he would also receive:
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continued participation in our medical and dental plans on a cost-sharing basis for the severance period up to a maximum of two years following termination;
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·
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in the case of a change in control termination, to the extent not already vested and exercisable, he would be entitled to exercise any or all stock options that were outstanding
immediately prior to the merger for the earlier of one year following termination or the expiration date of the stock option (other than stock options issued by GBC to Mr. Turner in 2005 which would be exercisable as they may vest over his
equivalent severance period);
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·
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reimbursement of reasonable and ordinary relocation expenses to move himself and his immediate family to the United Kingdom, provided those expenses are incurred within sixty days
of the termination of his employment;
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outplacement services of an amount not to exceed ten percent of his base salary in effect at the time of termination; and
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a gross-up for any golden parachute excise tax that may be payable by him under Section 4999 of the Internal Revenue Code, and any income and employment withholding
taxes on the gross-up payment, with respect to the severance payments and other benefits due to him (whether under the change in control plan or otherwise), unless the amount of any excess parachute payments paid or payable to him does
not exceed 330% of his base pay as determined pursuant to Section 280G of the Internal Revenue Code, in which case the gross-up payment shall not be paid and the severance payable to him will be reduced so that no amounts paid or payable to the
executive will be deemed excess parachute payments for purposes of Section 4999 of the Internal Revenue Code.
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