8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 20, 2013

ACCO BRANDS CORPORATION

(Exact name of registrant as specified in its charter)

____________________________

Delaware	001-08454	36-2704017
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
300 Tower Parkway Lincolnshire, Illinois		60069
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (847) 541-9500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5—Corporate Governance and Management

Item 5.02.—Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Boris Elisman as Chief Executive Officer and Robert J. Keller as Executive Chairman

On February 20, 2013, the Board of Directors of ACCO Brands Corporation (the “Company”) formally appointed Boris Elisman to succeed Robert J. Keller as the Company’s Chief Executive Officer effective March 31, 2013.  As previously announced, Mr. Keller will continue with the Company as Executive Chairman of the Board of Directors.  The Board also elected Mr. Elisman to the Board of Directors effective March 31, 2013.

Mr. Elisman, age 50, joined the Company in 2004 as President of its Computer Products Group, a position he held until April 2008. He has been the President and Chief Operating Officer of the Company since December 2010. From April through December 2008, Mr. Elisman was President of the Company’s Global Office Products Group. Thereafter, he served as President, ACCO Brands Americas, from December 2008 to December 2010 when he was appointed to his current position.

In conjunction with the appointments, on February 21, 2013,  the Board approved a base salary of $700,000 for Mr. Elisman and a base salary of $500,000 for Mr. Keller, each of which may be increased or decreased from time to time at the discretion of the Board.  Each of Messrs. Elisman and Keller will continue to remain entitled to participate in the Company’s annual incentive plan for its executive officers and will remain eligible to receive long-term incentive and equity awards as may be approved from time-to-time by the Board of Directors.  For 2013, each of Messrs. Elisman and Keller received grants of long-term incentive awards comprised of 50% performance stock units (“PSUs”), 25% restricted stock units (“RSUs”) and 25% non-qualified stock options (“NQSOs”), which is consistent with the long-term incentive award mix for the other named executive officers.  The total value of the long-term incentive awards for each of Messrs. Elisman and Keller was set at 240% and 259%, respectively, of each officer’s 2013 base salary.  The Committee also approved certain changes in the Company’s forms of RSU and NQSO award agreements with respect to Mr. Keller’s RSU and NQSO grants, including changes that delay settlement of his RSUs upon his retirement and accelerate vesting of his RSUs and NQSOs in the event of an involuntary termination without cause.  The forms of such modified award agreements are attached as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and incorporated herein by reference.

Other actions taken with respect to the material components of Mr. Elisman’s and Mr. Keller’s 2013 compensation are outlined in the discussion of actions with respect to all named executive officers below.

Certain 2013 Compensation Actions

On February 20, 2013, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved various actions with respect to the compensation of executive officers who were “named executive officers” for purposes of the Company’s 2012 proxy statement, other than with respect to Mr. Keller and Mr. Elisman, whose compensation was approved by the full Board of Directors.  The actions with respect to awards under the annual incentive plan and long-term incentive awards are further discussed below.

2012 Annual Incentive Plan.  Based on the level of achievement against the goals that had been established under the Company’s 2012 annual incentive plan (the “2012 AIP”), none of the named executive officers earned cash bonuses under the 2012 AIP other than a portion of an award being earned

by Christopher M. Franey, the Company’s Executive Vice President, International and Kensington, equal to 6.5% of his 2012 base salary.  In addition, with respect to Mr. Franey and Thomas H. Shortt, the Company’s Executive Vice President and President, Product Strategy and Development, the Committee granted discretionary bonuses of $54,750 and $82,150, respectively, for 2012 performance.

2013 Annual Incentive Plan.  For 2013, awards and performance metrics under the Company’s 2013 annual incentive plan (the “2013 AIP”) were approved pursuant to which executive officers will be eligible to earn cash awards upon the achievement of a threshold level of adjusted EBITDA and attainment of performance goals based on certain operating income, working capital and sales-growth targets.  A target bonus of 105% of base salary was set for Mr. Elisman, a target bonus of 110% of base salary was kept for Mr. Keller, and a target bonus of 65% of base salary was kept for the other named executive officers.  Subject to achievement of the threshold level of adjusted EBITDA, each named executive officer will have the opportunity to earn 50% of target bonus if the Company achieves certain minimum performance metrics applicable to the named executive officer and up to 150% of target bonus if and depending upon the extent to which the Company exceeds the target level for the applicable performance metrics.  At the Committee’s discretion (or the Board’s discretion with respect to Messrs. Elisman and Keller), bonuses of less than 50% of target may be awarded to the extent a threshold level of adjusted EBITDA is achieved and threshold levels are met with respect to the applicable performance metrics.

2013 Long-term Incentive Awards.  Consistent with the long-term incentive award mix for Messrs Elisman and Keller, the other named executive officers received grants of long-term incentive awards comprised of 50% PSUs, 25% RSUs and 25% NQSOs.  The total value of the long-term incentive awards for each of Messrs. Fenwick, Franey and Shortt as percentage of 2013 base salary was set at 135%, 103% and 92%, respectively.

2013 Performance Metrics under the 2011-2013 and 2012-2014 PSU Awards.  Performance metrics and targets with respect to the third year of the previously granted 2011-2013 PSU awards and the second year of the previously granted 2012-2014 PSU awards were approved.  For the 2013 performance year, the award opportunity will be based on the achievement of cash-flow goals.

2013-2015 PSU Awards.  The Committee (and the Board with respect to Messrs. Elisman and Keller) approved grants of PSUs covering a three-year (2013-2015) performance period.  For 2013, the Committee discontinued its prior practice of annually setting performance goals for each year of the three-year performance cycle and instead established performance goals to be calculated and determined at the end of the full three-year period.  Participants will have an opportunity to earn from 50% to 150% of the value of the PSUs based upon the level of achievement within a range of threshold to maximum performance targets.  The award opportunity for the three-year 2013-2015 PSU cycle is based on the achievement of cash-flow goals.  A form of the revised PSU award agreement to be used with the 2013-2015 and future PSU awards is attached as Exhibit 10.3 and incorporated herein by reference.  For Mr. Keller’s PSU award, the Board approved changes to the form of PSU award agreement to, among other things, modify the retirement vesting provisions and provide for accelerated vesting upon an involuntary termination without cause, a copy of which is attached as Exhibit 10.4 to this Form 8-K and incorporated herein by reference.

Item 5.03—Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

On February 20, 2013, the Board of Directors of the Company approved an amendment to Article III, Section 2, of the Company’s By-laws to provide that the number of directors of the Company be no fewer than nine and no greater than thirteen, and to remove certain language related to the Company’s 2008 declassification of the Board of Directors that was no longer relevant.  Following the approval of the By-laws amendment, the Board fixed the number of directors within the revised range of

directors set forth in the By-laws at twelve in connection with the appointment of Mr. Elisman as a director.  A full copy of the By-laws of the Company, as amended through February 20, 2013, is attached as Exhibit 3.1 and incorporated herein by reference.

Section 9—Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3.1—By-laws of the Company, as amended through February 20, 2013

Exhibit 10.1—Form of Restricted Stock Unit Award Agreement (Robert J. Keller) under the 2011 Amended and Restated Incentive Plan

Exhibit 10.2—Form of Non-qualified Stock Option Agreement (Robert J. Keller) under the 2011 Amended and Restated Incentive Plan

Exhibit 10.3—Form of Performance Stock Unit Award Agreement under the 2011 Amended and Restated Incentive Plan

Exhibit 10.4—Form of Performance Stock Unit Award Agreement (Robert J. Keller) under the 2011 Amended and Restated Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Date:  February 26, 2013 ACCO BRANDS CORPORATION (Registrant)   By: /s/Neal V. Fenwick Name:    Neal V. Fenwick Title:  Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit
3.1	By-laws of the Company, as amended through February 20, 2013
10.1	Form of Restricted Stock Unit Award Agreement (Robert J. Keller) under the 2011 Amended and Restated Incentive Plan
10.2	Form of Non-qualified Stock Option Agreement (Robert J. Keller) under the 2011 Amended and Restated Incentive Plan
10.3	Form of Performance Stock Unit Award Agreement under the 2011 Amended and Restated Incentive Plan
10.4	Form of Performance Stock Unit Award Agreement (Robert J. Keller) under the 2011 Amended and Restated Incentive Plan

EX-3.1

EXHIBIT 3.1

BY-LAWS

of

ACCO BRANDS CORPORATION

(as amended through February 20, 2013)

ARTICLE I

OFFICES

Section 1.Registered Office in Delaware; Resident Agent.  The address of the Company’s registered office in the State of Delaware and the name and address of its resident agent in charge thereof are as filed with the Secretary of State of the State of Delaware.

Section 2.Other Offices.  The Company may also have an office or offices at such other place or places either within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Company requires.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.Place of Meetings.  All meetings of the stockholders of the Company shall be held at such place, within or without the State of Delaware, as may from time to time be designated by resolution passed by the Board of Directors.  The Board of Directors may, in its sole discretion, determine that the meetings shall not be held at any place, but may instead be held solely by means of remote communication.

Section 2.Annual Meeting.  An annual meeting of the stockholders for the election of directors and for the transaction of such other proper business, notice of which was given in the notice of meeting, shall be held on a date and at a time as may from time to time be designated by resolution passed by the Board of Directors.

Section 3.Special Meetings.  A special meeting of the stockholders for any purpose or purposes shall be called only by the Board of Directors pursuant to a resolution adopted by a majority of the whole Board.

Section 4.Notice of Meetings.  Except as otherwise provided by law, written notice of each meeting of the stockholders, whether annual or special, shall be mailed, postage prepaid, or sent by electronic transmission not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting, at the stockholder’s address as it appears on the records of the Company.  Every such notice shall state the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person or by proxy and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Notice of any adjourned meeting of the stockholders shall not be required to be given, except when expressly required by law.

Section 5.List of Stockholders.  The Secretary shall, from information obtained from the transfer agent, prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary

business hours, for a period of at least ten days prior to the meeting:  (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Company.  In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company.  If the meeting is to be held at a specified place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list referred to in this section or the books of the Company, or to vote in person or by proxy at any meeting of stockholders.

Section 6.Quorum.  At each meeting of the stockholders, the holders of a majority of the issued and outstanding stock of the Company present either in person or by proxy shall constitute a quorum for the transaction of business except where otherwise provided by law or by the Certificate of Incorporation or by these By-laws for a specified action.  Except as otherwise provided by law, in the absence of a quorum, a majority in interest of the stockholders of the Company present in person or by proxy and entitled to vote shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until stockholders holding the requisite amount of stock shall be present or represented.  At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at a meeting as originally called, and only those stockholders entitled to vote at the meeting as originally called shall be entitled to vote at any adjournment or adjournments thereof.  The absence from any meeting of the number of stockholders required by law or by the Certificate of Incorporation or by these By-laws for action upon any given matter shall not prevent action at such meeting upon any other matter or matters which may properly come before the meeting, if the number of stockholders required in respect of such other matter or matters shall be present.

Section 7.Organization.  At every meeting of the stockholders, the Chairman of the Board, or in the absence of the Chairman of the Board, any director designated by the Board of Directors, shall act as chairman of the meeting.  The Secretary, or, in the Secretary’s absence, an Assistant Secretary, shall act as secretary at all meetings of the stockholders.  In the absence from any such meeting of the Secretary and the Assistant Secretaries, the chairman may appoint any person to act as secretary of the meeting.

Section 8.Notice of Stockholder Business and Nominations.

(A)Annual Meetings of Stockholders.  (1) Nominations of persons for election to the Board of Directors of the Company and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Company’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Company who (i) was a stockholder of record of the Company at the time the notice provided for in this by-law is provided to the Secretary of the Company and at the time of the annual meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in this by-law.  Clause (c) of the preceding sentence shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Company’s notice of meeting) before an annual meeting of stockholders.

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(2)For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this by-law, the stockholder must have given timely notice thereof in writing to the Secretary of the Company and any such other business must otherwise be a proper matter for stockholder action.  To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.  In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(3)A stockholder’s notice delivered pursuant to this by-law shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director (i) all information relating to such nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the by-laws of the Company, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and/or such beneficial owners, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder and such beneficial owner, with respect to shares of stock of the Company, (v) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (vi) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the proposal or elect the nominee or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Company of his or her intention to present a proposal at an annual

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meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting.  The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company.  Notwithstanding the foregoing, the information required by clauses (A)(3)(c)(ii), (A)(3)(c)(iii) and (A)(3)(c)(iv) of this by-law shall be updated by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such information as of the record date.

(4)Notwithstanding anything in the second sentence of paragraph (A)(2) of this by-law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company at an annual meeting is increased and there is no public announcement by the Company naming all of the nominees for the additional directorships or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this by-law shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company.

(B)Special Meetings of Stockholders.  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company’s notice of meeting.  Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Company’s notice of meeting (1) by or at the direction of the Board of Directors or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Company who (a) is a stockholder of record of the Company at the time the notice provided for in this by-law is provided to the Secretary of the Company and at the time of the special meeting, (b) is entitled to vote at the meeting and (c) complies with the notice procedures set forth in this by-law, including paragraph (A)(3) hereof.  Clause (2) of this paragraph (B) shall be the exclusive means for a stockholder to make nominations before a special meeting of stockholders.  For nominations to be properly brought by a stockholder before a special meeting pursuant to clause (2) of this paragraph (B), the stockholder must have given timely notice thereof in writing to the Secretary of the Company.  To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C)General.

(1)Only such persons who are nominated in accordance with the procedures set forth in this by-law shall be eligible to be elected at an annual or special meeting of the Company to serve as directors and only such other business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this by-law.  Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any other business proposed to be brought before the meeting was made

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or proposed, as the case may be, in accordance with the procedures set forth in this by-law (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(3)(c)(vi) of this by-law) and (b), if any proposed nomination or other business is determined to not have been made or proposed in compliance with this by-law, to declare that such nomination shall be disregarded or that such proposed other business shall not be transacted. Notwithstanding the foregoing provisions of this by-law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Company to present a nomination or other business, such nomination shall be disregarded and such proposed other business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Company.  For purposes of this by-law, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2)For purposes of this by-law, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3)Notwithstanding the foregoing provisions of this by-law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this by-law, provided however, that any references in these By-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this by-law (including clause (A)(1)(c) and clause (B)(2) hereof), and compliance with clause (A)(1)(c) and clause (B)(2) of this by-law shall be the exclusive means for a stockholder to make nominations or submit other business, as applicable (other than matters brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time).  Nothing in this by-law shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Company’s proxy statement pursuant to applicable rules and regulations under the Exchange Act or (ii) of the holders of any series of Preferred Stock of the Company to elect directors under specified circumstances.

Section 9.Business and Order of Business.  At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, except as otherwise provided by law or in these By-laws.  The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting, unless otherwise determined by a majority in interest of the stockholders present in person or by proxy at such meeting and entitled to vote thereat.

Section 10.Voting.  Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, each stockholder shall at every meeting of the stockholders be entitled to one vote for each share of stock held by such stockholder.  Any vote of share of stock may be given by the stockholder entitled thereto in person or by proxy appointed by an instrument in writing, subscribed (or transmitted by electronic means and authenticated as provided by law) by such stockholder or by the stockholder’s attorney thereunto authorized, and delivered to the Secretary; provided, however, that no proxy shall be voted after three years from its date unless the proxy provides for a longer period.  Except as otherwise

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provided by law, the Certificate of Incorporation or these By-laws, at all meetings of the stockholders, all matters shall be decided by the vote (which need not be by ballot) of a majority in interest of the stockholders present in person or by proxy and entitled to vote thereat, a quorum being present.

ARTICLE III

BOARD OF DIRECTORS

Section 1.General Powers.  The property, affairs and business of the Company shall be managed by or under the direction of its Board of Directors.

Section 2.Number, Qualifications, and Term of Office.  Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Company shall be no fewer than nine and no greater than thirteen and shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the whole Board.  A director need not be a stockholder.

At each annual meeting of the stockholders, directors shall be elected for a term of office to expire at the next annual meeting of stockholders. Each director shall hold office until such director’s successor is duly elected and qualified or until his or her earlier death, resignation or removal.

Section 3.Election of Directors.  At each meeting of the stockholders for the election of directors at which a quorum is present, the directors shall be elected by a plurality vote of all votes cast for the election of directors at such meeting.

Section 4.Quorum and Manner of Acting.  A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise provided by law, the Certificate of Incorporation or these By-laws.  In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum shall be obtained.  Notice of any adjourned meeting need not be given.  The directors shall act only as a board and the individual directors shall have no power as such.

Section 5.Place of Meetings.  The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board may from time to time determine or as shall be specified or fixed in the respective notices or waivers of notice thereof.

Section 6.First Meeting.  Promptly after each annual election of directors, the Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, at the same place as that at which the annual meeting of stockholders was held or as otherwise determined by the Board.  Notice of such meeting need not be given.  Such meeting may be held at any other time or place which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 7.Regular Meetings.  Regular meetings of the Board of Directors shall be held at such places and at such times as the Board shall from time to time determine.  If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day not a legal holiday.  Notice of regular meetings need not be given.

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Section 8.Special Meetings; Notice.  Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board and shall be called by the Chairman of the Board or the Secretary of the Company at the written request of three directors.  Notice of each such meeting stating the time and place of the meeting shall be given to each director by mail, telephone, other electronic transmission or personally.  If by mail, such notice shall be given not less than five days before the meeting; and if by telephone, other electronic transmission or personally, not less than two days before the meeting.  A notice mailed at least two weeks before the meeting need not state the purpose thereof except as otherwise provided in these By-laws.  In all other cases the notice shall state the principal purpose or purposes of the meeting.  Notice of any meeting of the Board need not be given to a director, however, if waived by the director in writing before or after such meeting or if the director shall be present at the meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 9.Organization.  The Board of Directors shall annually appoint one of its members to be Chairman of the Board and shall fill any vacancy in the position of Chairman of the Board at such time and in such manner as the Board of Directors shall determine.  He or she shall have the power to call special meetings of the Board of Directors, shall preside at meetings of the Board of Directors and of stockholders and shall perform such other duties and services and have such responsibilities as may be assigned to or required of the Chairman by the Board of Directors.  At each meeting of the Board of Directors, the Chairman of the Board, or, in the absence of the Chairman of the Board, any director of the Company designated by the Board of Directors, shall act as chairman of the meeting.  The Secretary, or, in the Secretary’s absence, any person appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 10.Order of Business.  At all meetings of the Board of Directors, business shall be transacted in the order determined by the Board.

Section 11.Resignations.  Any director of the Company may resign at any time by giving written notice to the Chairman of the Board or the Secretary of the Company.  The resignation of any director shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 12.Compensation.  Each director shall be paid such compensation, if any, as shall be fixed by the Board of Directors.

ARTICLE IV

COMMITTEES

Section 1.Appointment and Powers.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more directors of the Company (or in the case of a special-purpose committee, one or more directors of the Company), which, to the extent provided in said resolution or in these By-laws and not inconsistent with Section 141 of the Delaware General Corporation Law shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

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Section 2.Term of Office and Vacancies.  Each member of a committee shall continue in office until a director to succeed him or her shall have been elected and shall have qualified, or until he or she ceases to be a director or until he or she shall have resigned or shall have been removed in the manner hereinafter provided.  Any vacancy in a committee shall be filled by the vote of a majority of the whole Board of Directors at any regular or special meeting thereof.

Section 3.Alternates.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

Section 4.Organization.  Unless otherwise provided by the Board of Directors, each committee shall appoint a chairman.  Each committee shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.

Section 5.Resignations.  Any regular or alternate member of a committee may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer (if any) or the Secretary of the Company.  Such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.Removal.  Any regular or alternate member of a committee may be removed with or without cause at any time by resolution passed by a majority of the whole Board of Directors at any regular or special meeting.

Section 7.Meetings.  Regular meetings of each committee, of which no notice shall be necessary, shall be held on such days and at such places as the chairman of the committee shall determine or as shall be fixed by a resolution passed by a majority of all the members of such committee.  Special meetings of each committee will be called by the Secretary at the request of any two members of such committee, or in such other manner as may be determined by the committee.  Notice of each special meeting of a committee shall be mailed to each member thereof at least two days before the meeting or shall be given personally or by telephone or other electronic transmission at least one day before the meeting.  Every such notice shall state the time and place, but need not state the purposes of the meeting.  Notice of any meeting of any committee need not be given to a director, however, if waived by the director in writing before or after such meeting or if the director shall be present at the meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  No notice of any meeting of a committee shall be required to be given to any alternate.

Section 8.Quorum and Manner of Acting.  Unless otherwise provided by resolution of the Board of Directors, a majority of a committee (including alternates when acting in lieu of regular members of such committee) shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of such committee.  The members of each committee shall act only as a committee and the individual members shall have no power as such.

Section 9.Compensation.  Each regular or alternate member of a committee shall be paid such compensation, if any, as shall be fixed by the Board of Directors.

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ARTICLE V

OFFICERS

Section 1.Officers.  The officers of the Company shall be appointed by the Board of Directors.  The Board of Directors may appoint a Chief Executive Officer, a President, one or more Vice Presidents (one or more of whom may be Executive Vice Presidents, Senior Vice Presidents or otherwise as may be designated by the Board), and shall also choose a Secretary and a Treasurer.  Any two or more offices not inconsistent with each other may be held by the same person.  The Board of Directors may also from time to time elect such other officers as it deems necessary.

Section 2.Term of Office.  Each officer shall hold office until his or her successor shall have been duly elected and qualified in his or her stead, or until his or her death or until he or she shall have resigned or shall have been removed in the manner hereinafter provided.

Section 3.Additional Officers; Agents.  The Chairman of the Board may from time to time appoint and remove such additional officers and agents as may be deemed necessary.  Such persons shall hold office for such period, have such authority, and perform such duties as provided in these By-laws or as the Chairman of the Board may from time to time prescribe.  The Board of Directors or the Chairman of the Board may from time to time authorize any officer to appoint and remove agents and employees and to prescribe their powers and duties.

Section 4.Salaries.  Unless otherwise provided by resolution passed by a majority of the whole Board, the salaries of all officers elected by the Board of Directors shall be fixed by the Board of Directors.

Section 5.Removal.  Except where otherwise expressly provided in a contract authorized by the Board of Directors, any officer may be removed, either with or without cause, by the vote of a two-thirds majority of the Board at any regular or special meeting or, except in the case of an officer elected by the Board, by any superior officer upon whom the power of removal may be conferred by the Board or by these By-laws.

Section 6.Resignations.  Any officer elected by the Board of Directors may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer (if any) or the Secretary.  Any other officer may resign at any time by giving written notice to the Chairman of the Board, or the Chief Executive Officer (if any).  Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 7.Vacancies.  A vacancy in any office because of death, resignation, removal or otherwise, shall be filled for the unexpired portion of the term in the manner provided in these By-laws for regular election or appointment to such office.

Section 8.Chief Executive Officer.  The Chief Executive Officer of the Company (if any) shall have general direction of its business affairs, subject, however, to the control of the Board of Directors.  Such person shall perform such other duties and have such responsibilities as the Board may from time to time determine.  At the request of the Chairman of the Board or in case of his or her absence or disability, the Chief Executive Officer, or if there is no Chief Executive Officer such other elected officer designated by the Chairman of the Board in writing filed with the records of the Secretary, shall perform the duties of the Chairman of the Board, subject to the control of the Board of Directors and

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the power of the Board of Directors to fill any vacancy in the position of Chairman of the Board at such time and in such manner as the Board of Directors shall determine.

Section 9.President and Vice Presidents.  The President (if any), the Executive Vice Presidents (if any), the Senior Vice Presidents (if any) and such other Vice Presidents as shall have been chosen shall have such powers and perform such duties as shall at any time be delegated to them by the Board of Directors.

Section 10.Secretary.  The Secretary shall give the requisite notice of meetings of stockholders and directors and shall record the proceedings of such meetings, shall have the custody of the seal of the Company and shall affix it or cause it to be affixed to such instruments as require the seal and attest it and, besides his or her powers and duties prescribed by law, shall have such other powers and perform such other duties as shall at any time be required of him or her by the Board of Directors.

Section 11.Assistant Secretaries.  The Assistant Secretaries shall assist the Secretary in the discharge of his or her duties and shall have such powers and perform such other duties as shall at any time be delegated to them by the Board of Directors, and in the absence or disability of the Secretary, shall perform the duties of his or her office, subject to the control of the Board.

Section 12.Treasurer.  The Treasurer shall have charge of the funds and securities of the Company and shall have such powers and perform such duties as shall at any time be delegated to him or her by the Board of Directors.

Section 13.Assistant Treasurers.  The Assistant Treasurers shall assist the Treasurer in the discharge of his or her duties and shall have such powers and perform such other duties as shall at any time be delegated to them by the Board of Directors, and in the absence or disability of the Treasurer, shall perform the duties of his or her office subject to the control of the Board.

ARTICLE VI

AUTHORIZATIONS

Section 1.Contracts.  The Board of Directors, except as in these By-laws otherwise provided, may authorize any officer, employee or agent of the Company to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company, and such authority may be general or confined to specific instances.

Section 2.Loans.  No loan shall be contracted on behalf of the Company and no negotiable paper shall be issued in its name, unless authorized by the Board of Directors.

Section 3.Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by such officer or officers, employee or employees, of the Company as shall from time to time be determined in accordance with authorization of the Board of Directors.

Section 4.Deposits.  All funds of the Company shall be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Board of Directors may from time to time designate, or as may be designated by any officer or officers of the Company to whom such power may be delegated by the Board, and for the purpose of such deposit the officers and employees who have been authorized to do so in accordance with the determinations of the Board may

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endorse, assign and deliver checks, drafts, and other orders for the payment of money which are payable to the order of the Company.

Section 5.Proxies.  Except as otherwise provided in these By-laws or in the Certificate of Incorporation, and unless otherwise provided by resolution of the Board of Directors, the Chairman of the Board, the Chief Executive Officer (if any) or any other officer may from time to time appoint an attorney or attorneys or agent or agents of the Company, in the name and on behalf of the Company, to cast the votes which the Company may be entitled to cast as a stockholder or otherwise in any other corporation any of whose stock or other securities may be held by the Company, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such vote or giving such consent, and may execute or cause to be executed in the name and on behalf of the Company and under its corporate seal, or otherwise, all such written proxies or other instruments as such officer may deem necessary or proper in the premises.

ARTICLE VII

INDEMNIFICATION

Section 1.Proceedings Other Than Proceedings by or in the Right of the Company.  The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that such person is or was a director, officer, employee or agent of the Company or any of its majority-owned subsidiaries or is or was serving at the request of the Company as a director, officer, employee or agent (except in each of the foregoing situations to the extent any written agreement, arrangement or understanding of agency to which such person is a party contains provisions that supersede or abrogate indemnification under this Section 1) of another corporation or of any partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2.Proceedings by or in the Right of the Company.  The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Company or any of its majority-owned subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent (except in each of the foregoing situations to the extent any written agreement, arrangement or understanding of agency to which such person is a party contains provisions that supersede or abrogate indemnification under this Section 2) of another corporation or of any partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in

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respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem proper.

Section 3.Indemnification for Expenses of Person Who Is Wholly or Partly Successful.  To the extent that a director, officer, employee or agent of the Company or any of its majority owned subsidiaries has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2 of this Article VII, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of such person in connection therewith.  If any such person is not wholly successful in any such action, suit or proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters therein, the Company shall indemnify such person against all expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of such person in connection with each claim, issue or matter that is successfully resolved.  For purposes of this Article VII and without limitation, the termination of any claim, issue or matter by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 4.Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this Article VII, to the extent any person is a witness in, but not a party to, any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Company or any of its majority-owned subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent (except in each of the foregoing situations to the extent any written agreement, arrangement or understanding of agency to which such person is a party contains provisions that supersede or abrogate indemnification under this Section 4) of another corporation or of any partnership, joint venture, trust, employee benefit plan or other enterprise, such person shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of such person in connection therewith.

Section 5.Determination of Right to Indemnification.  Indemnification under Sections 1 and 2 of this Article VII shall be made only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or 2 of this Article VII, as the case may be.  Such determination shall be made (1) if a Change of Control (as hereinafter defined) shall not have occurred, (a) by the Board of Directors by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum, or (b) if there are no Disinterested Directors or, even if there are Disinterested Directors, a majority of such Disinterested Directors so directs, by (x) Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (y) if the Board of Directors so directs, the stockholders of the Company; or (2) if a Change of Control shall have occurred, by Independent Counsel selected by the claimant in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, unless the claimant shall request that such determination be made by or at the direction of the Board of Directors, in which case it shall be made in accordance with clause (1) of this sentence.  Any claimant shall be entitled to be indemnified against the expenses (including attorneys’ fees) actually and reasonably incurred by such claimant in cooperating with the person or entity making the determination of entitlement to indemnification (irrespective of the determination as to the claimant’s entitlement to indemnification) and, to the extent successful, in connection with any litigation or arbitration with respect to such claim or the enforcement thereof.

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Section 6.Timing of Determination of Right to Indemnification.  If a Change of Control shall not have occurred, or if a Change of Control shall have occurred and a director, officer, employee or agent requests pursuant to clause (2) of the second sentence in Section 5 of this Article VII that the determination as to whether the claimant is entitled to indemnification be made by or at the direction of the Board of Directors, the claimant shall be conclusively presumed to have been determined pursuant to Section 5 of this Article VII to be entitled to indemnification if (a)(i) within fifteen days after the next regularly scheduled meeting of the Board of Directors following receipt by the Company of the request therefor, the Board of Directors shall not have resolved by majority vote of the Disinterested Directors to submit such determination to (x) Independent Counsel for its determination or (y) the stockholders for their determination at the next annual meeting, or any special meeting that may be held earlier, after such receipt, and (ii) within sixty days after receipt by the Company of the request therefor (or within ninety days after such receipt if the Board of Directors in good faith determines that additional time is required by it for the determination and, prior to expiration of such sixty-day period, notifies the claimant thereof), the Board of Directors shall not have made the determination by a majority vote of the Disinterested Directors, or (b) after a resolution of the Board of Directors, timely made pursuant to clause (a)(i)(y) above, to submit the determination to the stockholders, the stockholders meeting at which the determination is to be made shall not have been held on or before the date prescribed (or on or before a later date, not to exceed sixty days beyond the original date, to which such meeting may have been postponed or adjourned on good cause by the Board of Directors acting in good faith); provided, however, that this sentence shall not apply if the claimant has misstated or failed to state a material fact in connection with his or her request for indemnification.  Such presumed determination that a claimant is entitled to indemnification shall be deemed to have been made (I) at the end of the sixty-day or ninety-day period (as the case may be) referred to in clause (a)(ii) of the immediately preceding sentence or (II) if the Board of Directors has resolved on a timely basis to submit the determination to the stockholders, on the last date within the period prescribed by law for holding such stockholders meeting (or a postponement or adjournment thereof as permitted above).

Section 7.Advancement of Expenses.  Expenses (including attorneys’ fees) incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company, at the sole discretion of the Board of Directors, in advance of the final disposition of such action, suit or proceeding, promptly after receipt of a request therefor stating in reasonable detail the expenses incurred; provided that in each case the Company shall have received an undertaking by or on behalf of the present or former director, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article VII.

Section 8.Procedures.  The Board of Directors may, from time to time, establish reasonable procedures for the submission of claims for indemnification pursuant to this Article VII, determination of the entitlement of any person thereto and review of any such determination.

Section 9.Definitions.  For purposes of this Article VII:

(1)“Change of Control” means any of the following:

(a)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided,

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however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Company, (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (z) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 9(1); or

(b)Individuals who, as of August 17, 2005, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to that date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(c)Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or members of any other governing body, as the case may be, of the corporation or other legal entity resulting from such Corporate Transaction, respectively (including, without limitation, a corporation or other legal entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or of such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation or the then outstanding securities with the combined voting power entitled under ordinary circumstances to elect a majority of the members of the governing body of any other legal entity resulting from such Corporation Transaction except to the extent that such ownership existed prior to the Corporate Transaction and (iii) at least a majority of the members of the board of directors of the corporation or other governing body of any legal entity resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Corporate Transaction; or

(d)Approval by the Company’s stockholders of a complete liquidation or dissolution of the Company.

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(2)“Disinterested Director” means a director of the Company who is not and was not a party to an action, suit or proceeding in respect of which indemnification is sought by a director, officer, employee or agent.

(3)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(4)“Independent Counsel” means a law firm, or a member of a law firm, that (i) is experienced in matters of corporation law; (ii) neither presently is, nor in the past five years has been, retained to represent the Company, the director, officer, employee or agent claiming indemnification or any other party to the action, suit or proceeding giving rise to a claim for indemnification under this Article VII, in any matter material to the Company, the claimant or any such other party; and (iii) would not, under applicable standards of professional conduct then prevailing, have a conflict of interest in representing either the Company or such director, officer, employee or agent in an action to determine the Company’s or such person’s rights under this Article VII.

Section 10.Nonexclusivity; Survival of Rights.  The indemnification and advancement of expenses herein provided, or granted pursuant hereto, shall not be deemed exclusive of any other rights to which any of those indemnified or eligible for advancement of expenses may be entitled under any agreement, vote of stockholders or Disinterested Directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.  Notwithstanding any amendment, alteration or repeal of this Article VII or any of its provisions, or of any of the procedures that may be established by the Board of Directors pursuant to Section 8 of this Article VII, any person who is or was a director, officer, employee or agent of the Company or any of its majority-owned subsidiaries or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of any partnership, joint venture, employee benefit plan or other enterprise shall be entitled to indemnification in accordance with the provisions hereof and thereof, if applicable, with respect to any action taken or omitted prior to such amendment, alteration or repeal except to the extent otherwise required by law.

Section 11.Indemnification for Actions Against the Company.  No indemnification shall be payable pursuant to this Article VII with respect to any action against the Company commenced by an officer, director, employee or agent unless the Board of Directors shall have authorized the commencement thereof or unless and to the extent that this Article VII or the procedures that may be established pursuant to Section 8 of this Article VII shall specifically provide for indemnification of expenses relating to the enforcement of rights under this Article VII and such procedures, if applicable.

Section 12.Vesting of Rights to Indemnification.  Notwithstanding any amendment, alteration or repeal of any provision of this Article VII, all rights to indemnification and advancement hereunder vest in a director or officer of the Company at the time such person is or becomes a director or officer of the Company, and any director or officer of the Company shall be entitled, to the maximum extent permitted by law, to the benefits of this Article VII with respect to any claim for indemnification arising out of any action taken or omitted prior to such amendment, alteration or repeal.

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ARTICLE VIII

SHARES AND THEIR TRANSFER

Section 1.Shares of Stock.  The shares of the stock of the Company shall be uncertificated shares, as approved by the Board of Directors.

Section 2.Record Ownership.  A record of the name and address of each holder of the shares of the Company, the number of shares held by such stockholder and the date of issuance of the shares held by such stockholder shall be made on the Company’s books.  The Company shall be entitled to treat the holder of record of any share of stock (including any holder registered in a book-entry or direct registration system maintained by the Company or a transfer agent or a registrar designated by the Board of Directors) as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as required by law.

Section 3.Transfer of Stock.  Shares of stock shall be transferable on the books of the Company by the holder of record of such stock in person or by such person’s attorney or other duly constituted representative, pursuant to applicable law and such rules and regulations as the Board of Directors shall from time to time prescribe.

Section 4.Transfer Agent and Registrar; Regulations.  The Company shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the stock of the Company shall be directly transferable, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered.  The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Company and concerning the registration of pledges of uncertificated shares.

Section 5.Fixing Record Date.  For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  If no record date is fixed (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.Examination of Books by Stockholders.  The Board of Directors shall, subject to the laws of the State of Delaware, have power to determine from time to time, whether and to what extent and under what conditions and regulations the accounts and books of the Company, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any book or document of the Company, except as conferred by the laws of the State of Delaware, unless and until authorized so to do by resolution of the Board of Directors or of the stockholders of the Company.

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ARTICLE IX

NOTICE

Section 1.Manner of Giving Written Notice.

(A)Any notice in writing required by law or by these By-laws to be given to any person shall be effective if delivered personally, given by depositing the same in the post office or letter box in a postpaid envelope addressed to such person at such address as appears on the books of the Company or given by a form of electronic transmission consented to by such person to whom the notice is to be given.  Any such consent shall be deemed revoked if (i) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(B)Notice by mail shall be deemed to be given at the time when the same shall be mailed and notice by other means shall be deemed given when actually delivered (and in the case of notice transmitted by a form of electronic transmission, such notice shall be deemed given (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder).

Section 2.Waiver of Notice.  Whenever any notice is required to be given to any person, a waiver thereof by such person in writing or transmitted by electronic means (and authenticated if and as required by law), whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE X

SEAL

The corporate seal, if any, shall have inscribed thereon the name of the Company, the year of its organization and the words “Corporate Seal” and “Delaware.”

ARTICLE XI

FISCAL YEAR

The fiscal year of the Company shall end on December 31 in each year.

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EX-10.1

EXHIBIT 10.1

ACCO BRANDS CORPORATION

2011 AMENDED AND RESTATED INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT is made and entered into this and effective February __, 2013 (the “Grant Date”) by and between ACCO Brands Corporation, a Delaware corporation (collectively with all Subsidiaries, the “Company”) andRobert J. Keller(“Grantee”).

WHEREAS, Grantee is a Key Employee of the Company and in compensation for Grantee’s services and Grantee’s agreement to certain employment and post-employment covenants, the Board deems it advisable to grant to Grantee an Award of Restricted Stock Units representing Shares of the Company’s Common Stock (“Shares”), pursuant to the ACCO Brands Corporation 2011 Amended and Restated Incentive Plan (“Plan”), which may become vested and nonforfeitable upon Grantee’s continuous service, as set forth herein.

NOW THEREFORE, subject to the terms and conditions set forth herein:

1.           Plan Governs; Capitalized Terms.  This Agreement is made pursuant to the Plan, and the terms of the Plan are incorporated into this Agreement, except as otherwise specifically stated herein.  Capitalized terms used in this Agreement that are not defined in this Agreement shall have the meanings as used or defined in the Plan.  References in this Agreement to any specific Plan provision shall not be construed as limiting the applicability of any other Plan provision.

2.           Award of Restricted Stock Units.  The Company hereby grants to Grantee on the Grant Date an Award of _________ Restricted Stock Units.  Each Restricted Stock Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Grantee, subject to the terms and conditions of this Agreement, one (1) Share.  Each Restricted Stock Unit shall vest in accordance with Section 3 and shall be payable to Grantee in accordance with Section 4.  The Company shall hold the Restricted Stock Units in book-entry form.  Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares that may become issuable to Grantee under Section 4hereof, and shall have the status of a general unsecured creditor of the Company.  THIS AWARD IS CONDITIONED ON GRANTEE SIGNING THIS AGREEMENT AND RETURNING IT TO THE COMPANY BY ______, 2013, AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CERTAIN COVENANTS SET FORTH ON ATTACHMENT A HERETO THAT APPLY DURING, AND FOLLOWING A TERMINATION OF, GRANTEE’S EMPLOYMENT FOR ANY REASON.  FOR PURPOSES OF ATTACHMENT A, GRANTEE’S SECTION 4.1 RESTRICTION SHALL BE FOR 24 MONTHS AND GRANTEE’S SECTION 4.2 RESTRICTION SHALL BE FOR 12 MONTHS, EXCEPT AS GRANTEE AND THE CHIEF EXECUTIVE OFFICER (AND SHOULD THE CHIEF EXECUTIVE OFFICER BE THE GRANTEE, THE COMPENSATION COMMITTEE OF THE BOARD) MAY OTHERWISE AGREE IN WRITING.

3.           Vesting.

 (a)           Generally.  Subject to the acceleration of the vesting of the Restricted Stock Units pursuant to Section 3(b), 3(c), 3(d) and 3(f)below, or the forfeiture and termination of the Restricted Stock Units pursuant Section 3(e) or 4(c) below, the Restricted Stock Units shall vest and become nonforfeitable on February __, 2015 (the “Vesting Date”) provided that Grantee has been in continuous service as an employee or Non-Employee Director of the Company through such date.

 (b)           Death; Disability.  Upon the occurrence of the death of Grantee or Grantee’s Disability during Grantee’s continuous service as an employee or Non-Employee Director of the Company and before the Vesting Date, a number of Restricted Stock Units shall become vested and nonforfeitable (rounded up to the next integer) as equals the fraction of the Award the numerator of which is the number of days from the Grant Date through the date of such death or Disability and the denominator of which is the number of days from the Grant Date through the Vesting Date.

 (c)           Retirement.  Upon Grantee’s Separation from Service due to his Retirement from the Company before the Vesting Date, a number of Restricted Stock Units shall become vested and nonforfeitable (rounded up to the next integer) as equals the fraction of the Award the numerator of which is the number of days from the Grant Date through the date of such Separation from Service and the denominator of which is the number of days from the Grant Date through the Vesting Date.  For all purposes under this Agreement (except under Attachment A), Grantee shall not be considered to have incurred a “Separation from Service” (or a “termination of employment”) until the occurrence of the later of (i) the date that Grantee terminates his employment with the Company and all members of the Company’s controlled group of employers in accordance with applicable law and (ii) the date that Grantee terminates his service as a Director of the Company’s Board including uninterrupted continuing service as a Non-Employee Director of the Company following any such termination of employment.

 (d)           Involuntary Termination without Cause.  Upon the occurrence of Grantee’s involuntary Separation from Service by the Company without Cause at any time before the Vesting Date (an “Involuntary Termination”), 100% of the Restricted Stock Units shall become vested and nonforfeitable.  In the event that, during any service as a Non-Employee Director of the Company, Grantee is removed from the Board or is not re-nominated or not re-elected as a Non-Employee Director  of the Company (other than for Cause), upon such termination as a Non-Employee Director of the Company Grantee shall be regarded as incurring an Involuntary Termination.

 For purposes of this Agreement, “Cause” shall mean (x) a material breach by Grantee of those duties and responsibilities that do not differ in any material respect from Grantee’s duties and responsibilities during the ninety-day period immediately prior to such Separation from Service, which breach is demonstrably willful and deliberate on Grantee’s part, is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and is not remedied in a reasonable period of time after receipt of written notice from the Committee specifying such breach, (y) the conviction of Grantee for a felony, or (z)

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dishonesty or willful misconduct in connection with Grantee’s employment or services resulting in material economic harm to the Company.

(e)           Other Terminations.  Unless the Committee shall otherwise determine, upon Grantee’s Separation from Service for any reason, other than due to his death or Disability under Section 3(b), or due to a Separation from Service under Sections 3(c), 3(d), 3(f)(ii) or (f)(iii), prior to the Vesting Date, the unvested Restricted Stock Units shall be immediately forfeited.  Any forfeited Restricted Stock Units shall be automatically cancelled and shall terminate.

(f)           Change in Control; Divestiture.

  (i)           Subject to Section 3(f)(ii) hereof, upon the occurrence of a Change in Control during Grantee’s continuous service as an employee or Non-Employee Director of the Company, the unvested Restricted Stock Units shall immediately vest and become nonforfeitable.

  (ii)           The Committee shall have the authority to cause the Company (or successor pursuant to the Change in Control), upon the occurrence of a Change in Control, to issue to Grantee a Replacement Award for the Restricted Stock Units granted hereunder on such terms and conditions as are consistent with Section 13(b)(iii)(A) and 13(b)(iv) of the Plan.  Upon Grantee’s death or Disability, or Grantee’s Separation from Service due to his Retirement, Involuntary Termination or voluntary Separation from Service for Good Reason, at any time on or before the second anniversary of the occurrence of the Change in Control, the unvested Restricted Stock Units constituting the Replacement Award shall immediately vest and become nonforfeitable.  Any Separation of Service of Grantee after the second anniversary of the occurrence of the Change in Control shall be governed by the provisions of Section 3 of this Agreement other than this Section 3(f)(ii).

 For purposes of this Agreement, “Good Reason” shall mean (x) a material reduction in Grantee’s annual base salary or annual bonus potential from those in effect immediately prior to the Change in Control or (y) Grantee’s mandatory relocation to an office more than 50 miles from the primary location at which Grantee is required to perform Grantee’s duties immediately prior to the Change in Control, and which reduction or relocation is not remedied within thirty days after receipt of written notice from Grantee specifying that “Good Reason” exists for purposes of this Award.  Notwithstanding the foregoing, Grantee’s voluntary Separation from Service for Good Reason shall not be effective unless (1) Grantee delivers a written notice setting forth the details of the occurrence giving rise to the claim of termination for Good Reason within a period not to exceed 90 days after its initial existence and (2) the Company fails to cure the same within a thirty (30) day period.

 (iii)           Upon the occurrence of a transaction before the Vesting Date, by which the Subsidiary that is Grantee’s principal employer ceases to be a Subsidiary of the Company and Grantee’s continuous service as an employee or Non-Employee Director of the Company and all other Subsidiaries ceases (“Divestiture”), the unvested Restricted

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Stock Units shall become vested and nonforfeitable in such number (rounded up to the next integer) as equals the fraction of the Award the numerator of which is the number of days of Grantee’s continuous employment or service from the Grant Date through the Divestiture Date and the denominator of which is the number of days from the Grant Date through the Vesting Date set forth in Section 3(a) hereof.

  (g)           Contrary Other Agreement.  The provisions of Section 3(b), 3(c), 3(d), 3(e) or 3(f) to the contrary notwithstanding, if Grantee and the Company have entered into an employment or other agreement which provides for vesting treatment of Grantee’s Restricted Stock Units upon a termination of Grantee’s employment with the Company (and all Affiliates) that is inconsistent with the provisions of Section 3(b), 3(c), 3(d), 3(e) or 3(f), the more favorable to Grantee of the terms of (i) such employment or other agreement and (ii) Section 3(b), 3(c), 3(d), 3(e) or 3(f), as the case may be, shall control.

  (h)           Payment on Vesting.  Upon or following vesting, Restricted Stock Units shall be paid to Grantee as provided at Section 4 hereof.

4.           Delivery of Shares.

  (a)           Issuance of Shares.  Subject to Section 4(c), the Company (or its successor) shall cause its transfer agent for Common Stock to register shares in book-entry form in the name of Grantee (or, in the discretion of the Committee, issue to Grantee a stock certificate) representing a number of Shares equal to the number of Restricted Stock Units vested pursuant to Section 3:

     (i)           As soon as may be practicable after the Vesting Date, but not later than March 15th of the taxable year of the Company following the Vesting Date, in any case under Section 3(a), 3(c) or 3(d), or, if applicable, under Section 3(f)(ii) or 3(f)(iii); and

     (ii)           Subject to Section 8(j)(ii), within 60 days (and during the taxable year designated by the Committee in its sole discretion, as may apply) following the occurrence of Grantee’s death or Disability, or vesting due to the occurrence of a Change in Control under Section 3(f)(i).

 Provided, in the event that the occurrence of a Change in Control is not a change in the ownership or effective control of the Company or of a substantial portion of the assets of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5), such issuance of shares shall be postponed until the earliest to occur of (1) such a change in the ownership or effective control of the Company or of a substantial portion of the assets of the Company or (2) the date for payment under Section 4(a)(i).

 (b)           Withholding Taxes.  At the time Shares are issued to Grantee, or any earlier such time in which income or employment taxes may become due and payable, the Company shall satisfy the minimum statutory Federal, state and local withholding tax obligation (including the FICA and Medicare tax obligation) required by law with respect to the distribution of Shares (or other taxable event) by withholding from Shares issuable to Grantee hereunder having an aggregate Fair Market Value equal to the amount of such required withholding, unless

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Grantee requests (and the Committee agrees) that the Company satisfy such obligation as provided below.  In lieu of Share withholding, the Committee, if requested by Grantee, may cause the Company to satisfy such withholding tax by withholding cash compensation then accrued and payable to Grantee of such required withholding amount or by permitting Grantee to tender a check or other payment of cash to the Company of such required withholding amount.

(c)           Forfeiture Upon Breach of Covenant.  The provisions of Section 3 to the contrary notwithstanding, any unissued shares issuable under this Section 4 respecting Grantee’s Restricted Stock Units shall be immediately forfeited and cancelled in the event of Grantee’s breach of any covenant set forth SECTION 3, 4.1 or 4.2 of Attachment A in addition to any other remedy set forth at SECTION 7 of Attachment A.

5.         No Transfer or Assignment of Restricted Stock Units; Restrictions on Sale.  Except as otherwise provided in this Agreement, the Restricted Stock Units and the rights and privileges conferred thereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process until the Shares represented by the Restricted Stock Units are delivered to Grantee or his designated representative.  Grantee shall not sell any Shares, after issuance pursuant to Section 4, at any time when applicable laws or Company policies prohibit a sale. This restriction shall apply as long as Grantee is an employee of the Company or an Affiliate of the Company (as defined in Attachment A).

6.         Legality of Initial Issuance.  No Shares shall be issued unless and until the Company has determined that (a) any applicable listing requirement of any stock exchange or other securities market on which the Common Stock is listed has been satisfied; and (b) all other applicable provisions of state or federal law have been satisfied.

7.         Grantee Covenants.  In consideration of this Award, Grantee agrees to the covenants, Company remedies for a breach thereof, and other provisions set forth in Attachment A, attached hereto, incorporated into, and being a part of this Agreement.

8.         Miscellaneous Provisions.

(a)          Rights as a Stockholder.  Neither Grantee nor Grantee’s representative shall have any rights as a stockholder with respect to any shares underlying the Restricted Stock Units until the date that the Company is obligated to deliver such Shares to Grantee or Grantee’s representative.

(b)          Dividend Equivalents.  As of each dividend date with respect to Shares, an unvested dividend equivalent shall be awarded to Grantee in the dollar amount equal to the amount of the dividend that would have been paid on the number of Shares equal to the number of Restricted Stock Units held by Grantee as of the close of business on the record date for such dividend.  Such dividend equivalent amount shall be converted into a number of Restricted Stock Units equal to the number of whole and fractional Shares that could have been purchased at the closing price on the dividend payment date with such dollar amount.  In the case of any dividend declared on Shares which is payable in Shares, Grantee shall be awarded an unvested dividend equivalent of an additional number of Restricted Stock Units equal to the product of (i) the

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number of his Restricted Stock Units then held on the related dividend record date multiplied by the (ii) the number of Shares (including any fraction thereof) distributable as a dividend on a Share.  All such dividend equivalents credited to Grantee shall be added to and in all respects thereafter be treated as additional Restricted Stock Units to which such dividend equivalents relate hereunder.

(c)          No Retention Rights.  Nothing in this Agreement shall confer upon Grantee any right to continue in the employment or service of the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of Grantee, which rights are hereby expressly reserved by each, to terminate his employment or service at any time and for any reason, with or without cause.

(d)          Inconsistency.  To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

(e)          Notices.  Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier.  Notice shall be addressed to the Company at its principal executive office and to Grantee at the address that he most recently provided to the Company.

(f)           Entire Agreement; Amendment; Waiver.  This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof.  This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof; provided, if Grantee is bound by any restrictive covenant contained in a previously-executed agreement with the Company or an Affiliate, such restrictions shall be read together with Attachment A of this Agreement to provide the Company and its Affiliates with the greatest amount of protection, and to impose on Grantee the greatest amount of restriction, allowed by law.  No alteration or modification of this Agreement shall be valid except by a subsequent written instrument executed by the parties hereto.  No provision of this Agreement may be waived except by a writing executed and delivered by the party sought to be charged.  Any such written waiver shall be effective only with respect to the event or circumstance described therein and not with respect to any other event or circumstance, unless such waiver expressly provides to the contrary.

(g)          Choice of Law; Venue;  Jury Trial Waiver. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof.  The Company and Grantee stipulate and consent to personal jurisdiction and proper venue in the state or federal courts of Cook County, Illinois and waive each such party’s right to objection to an Illinois court’s jurisdiction and venue.   Grantee and the Company hereby waive their right to jury trial on any legal dispute arising from or relating to this Agreement, and consent to the submission of all issues of fact and law arising from this Agreement to the judge of a court of competent jurisdiction as otherwise provided for above.

(h)          Successors.

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  (i)           This Agreement is personal to Grantee and, except as otherwise provided in Section 5 above, shall not be assignable by Grantee otherwise than by will or the laws of descent and distribution, without the written consent of the Company.  This Agreement shall inure to the benefit of and be enforceable by Grantee’s legal representatives.

  (ii)           This Agreement shall inure to the benefit of and be binding upon the Company and its Affiliates and the successors thereof.

(i)           Severability.  If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion thereof, which remaining provision or portion thereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion thereof eliminated.

(j)           Section 409A.

  (i)           Anything herein to the contrary notwithstanding, this Agreement shall be interpreted so as to comply with or satisfy an exemption from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”).  The Committee may in good faith make the minimum modifications to this Agreement as it may deem appropriate to comply with Section 409A while to the maximum extent reasonably possible maintaining the original intent and economic benefit to Grantee and the Company of the applicable provision.

  (ii)           To the extent required by Section 409A(a)(2)(B)(i), payment of Restricted Stock Units to Grantee, who is a “specified employee” that is due upon Grantee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) shall be delayed and paid in a lump sum within seven (7) days (and the Company shall have sole discretion to determine the taxable year in which it is paid) after the earlier of the date that is six (6) months after the date of such separation from service or the date of Grantee’s death after such separation from service.  For purposes hereof, whether Grantee is a “specified employee” shall be determined in accordance with the default provisions of Treasury Regulation Section 1.409A-1(i), with the “identification date” to be December 31 and the “effective date” to be the April 1 following the identification date (as such terms are used under such regulation).

(k)          Headings; Interpretation.  The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.  Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter.

(l)           Counterparts.  This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first written above.

ACCO BRANDS CORPORATION

By:

Name: ________________________

Title:   ________________________

Robert J. Keller                                                                                                 

Grantee Name

_____________________________
Grantee Signature

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ATTACHMENT A

Grantee Covenants

SECTION 1  Position of Special Trust and Confidence.

1.1           The Company is placing Grantee in a special position of trust and confidence.  As a result of this Agreement and Grantee’s position with the Company, Grantee will receive Confidential Information (defined below) related to his position, authorization to communicate and develop goodwill with Company customers, and/or specialized training related to the Company’s business.  Grantee agrees to use these advantages of employment to further the business of the Company and not to knowingly cause harm to the business of the Company.  The Company’s agreement to provide Grantee with these benefits, and the Award hereunder, gives rise to an interest in reasonable restrictions on Grantee’s competitive and post-employment conduct.

1.2           Grantee shall dedicate his full working time and efforts to the business of the Company and shall not undertake or prepare to undertake any conflicting business activities while employed with the Company.  These duties supplement and do not replace or diminish the common law duties Grantee would ordinarily have to the Company as the employer.

SECTION 2  Consideration.  In exchange for Grantee’s promises and obligations herein, the Company is granting Grantee the Award hereunder. The Company also agrees to provide Grantee with portions of its Confidential Information, authorization to communicate and develop goodwill with the Company customers, and/or specialized training related to the Company’s business.  Grantee understands and agrees that the foregoing promises and benefits have material value and benefit to the Company, above and beyond any continuation of Company employment, and that Grantee would not be entitled to such consideration unless he signs and agrees to be bound by this Attachment A.  The Company agrees to provide Grantee the consideration described in this SECTION 2 only in exchange for his compliance with all the terms of this Attachment A.

SECTION 3  Confidentiality and Business Interests.

3.1           Grantee agrees to keep secret and confidential and neither use nor disclose, by any means, either during or after a termination of his employment for any reason, any Confidential Information except as provided below or required in his employment with, or authorized in writing by, the Company.  Grantee agrees to keep confidential and not disclose or use, either during or after a termination of his employment for any reason, any confidential information or trade secrets of others which Grantee receives during the course of his employment with the Company for so long as and to the same extent as the Company is obligated to retain such information or trade secrets in confidence.

3.2           The obligations under this SECTION 3 shall not apply to Confidential Information to the extent that it:  (a) is or becomes publicly known by means other than Grantee’s failure to perform his obligations under this Attachment A; (b) was known to Grantee prior to disclosure to Grantee by or on behalf of the Company and Grantee; or (c) is received by Grantee in good faith from a third party (not an Affiliate) which has no obligation of

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confidentiality to the Company with respect thereto.  Notwithstanding anything contained herein to the contrary, Confidential Information shall not lose its protected status under this Attachment A if it becomes generally known to the public or to other persons through improper means.  The Company’s confidential exchange of Confidential Information with a third party for business purposes shall not remove it from protection under this Attachment A.

3.3           If disclosure of Confidential Information is compelled by law, Grantee shall give the Company as much written notice as possible under the circumstances, shall refrain from use or disclosure for as long as the law allows, and shall cooperate with the Company to protect such information, including taking every reasonable step necessary to protect against unnecessary disclosure.

3.4           Grantee agrees not to disclose to the Company nor to utilize in Grantee’s work for the Company any confidential information or trade secrets of others known to Grantee and obtained prior to Grantee’s employment by the Company (including prior employers).

3.5           Grantee shall deliver to the Company promptly upon the end of Grantee’s employment all written and other materials which constitute or contain Confidential Information or which are the property of the Company (regardless of media), and shall not remove, erase, destroy, impede the Company’s access to, or take any such written and other materials.  Grantee shall preserve records on the Company customers, prospects, vendors, suppliers, and other business relationships, and shall not knowingly use these records to harm the Company’s business interests.  Upon termination of Grantee’s employment, Grantee shall return all such records, and any copies (tangible and intangible) to the Company.  The Company is only authorizing Grantee to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests.  Access or use of such systems to pursue personal business interests apart from the Company, to compete or to prepare to compete, or to otherwise knowingly undermine the Company’s interests (such as, by way of example, removing, erasing, impeding the Company’s access to, or destroying its records or programs) is strictly prohibited and outside the scope of Grantee’s authorized use of the Company’s systems.

SECTION 4  Non-Interference Covenants.Grantee agrees that the following covenants are (a) ancillary to the other enforceable agreements contained in this Attachment A, and (b) reasonable and necessary to protect the Company’s legitimate business interests.

4.1           Restriction on Interfering with Employee Relationships.  Grantee agrees that for the period of time, set forth as the “SECTION 4.1 Restriction” in Section 2 of the Agreement, following the end of his employment with the Company for any reason, Grantee shall not interfere with the Company’s business relationship with any Company employee, by soliciting or communicating with such an employee to induce or encourage him to leave the Company’s employ (regardless of who initiates the communication), by helping another person or entity evaluate a Company employee as an employment candidate, or by otherwise helping any person or entity hire an employee away from the Company.

            4.2           Restriction on Interfering with Customer Relationships.Grantee agrees that for the period of time, set forth as the “SECTION 4.2 Restriction” in Section 2 of the Agreement,

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following the end of his employment with the Company for any reason, Grantee shall not interfere with the Company’s business relationships with a Covered Customer, by: (a) participating in, supervising, or managing (as an employee, consultant, contractor, officer, owner, director, or otherwise) any Competing Activities for, on behalf of, or with respect to a Covered Customer; or (b) soliciting or communicating (regardless of who initiates the communication) with a Covered Customer to induce or encourage the Covered Customer to:  (i) stop or reduce doing business with the Company, or (ii) to buy a Conflicting Product or Service.

4.3           Notice and Survival of Restrictions.

   (a)           Before accepting new employment, Grantee shall advise every future employer of the restrictions in this Attachment A.  Grantee agrees that the Company may advise a future employer or prospective employer of this Attachment A and its position on the potential application of this Attachment A.

   (b)           This Attachment A’s post-employment obligations shall survive the termination of Grantee’s employment with the Company for any reason.  If Grantee violates one of the post-employment restrictions in this Attachment A on which there is a specific time limitation, the time period for that restriction shall be extended by one day for each day Grantee violates it, up to a maximum extension equal to the length of time prescribed for the restriction, so as to give the Company the full benefit of the bargained-for length of forbearance.

   (c)           It is the intention of the Parties that, if any court construes any provision or clause of this Attachment A, or any portion thereof, to be illegal, void or unenforceable, because of the duration of such provision, the scope or the subject matter covered thereby, such court shall reduce the duration, scope, or subject matter of such provision, and, in its reduced form, such provision shall then be enforceable and shall be enforced.

   (d)           If Grantee becomes employed with an Affiliate without entering into a new nondisclosure, nonsolicitation, noncompetition agreement that is substantially the same as this Attachment A, the Affiliate shall be regarded as the Company for all purposes under this Attachment A, and shall be entitled to the same protections and enforcement rights as the Company.

4.4          California Modification (California Residents Only).  To the extent that Grantee is a resident of California and subject to its laws: (a)  the restriction in SECTION 4.2(a) shall not apply; (b) the restriction in SECTION 4.2(b) shall be limited so that it only applies where Grantee is aided by the use or disclosure of Confidential Information; (c) the restriction in SECTION 4.1 is deemed rewritten to provide as follows:  For a period of two (2) years immediately following the termination of Grantee’s employment with the Company for any reason, Grantee shall not, either directly or indirectly, solicit any of the Company’s employees, with whom Grantee worked at any time during his employment with the Company, to leave their employment with the Company or to alter their relationship with the Company to the Company’s detriment; and (d) the jury trial waiver in Section 7(e) of the Agreement shall not apply.

SECTION 5  Definitions.  For purposes of the Agreement, the following terms shall have the meanings assigned to them below:

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5.1          “Affiliate” means the Company’s successors in interest, affiliates (as defined in Rule 12b-2 under Section 12 of the Securities and Exchange Act), subsidiaries, parents, purchasers, and assignees (collectively “Affiliates”).

5.2          “Competing Activities” are any activities or services undertaken on behalf of a Competitor that are the same or similar in function or purpose to those Grantee performed for the Company in the two (2) year period preceding the end of Grantee’s employment with the Company, or that are otherwise likely to result in the use or disclosure of Confidential Information. Competing Activities are understood to exclude: activities on behalf of an independently operated subsidiary, division, or unit of a diversified corporation or similar business that has common ownership with a competitor so long as the independently operated business unit does not involve a Conflicting Product or Service; and, a passive and non-controlling ownership interest in a competitor through ownership of less than 2% of the stock in a publicly traded company.

5.3          “Confidential Information” includes but is not limited to any technical or business information, know-how or trade secrets, patentable or not, in any form, including but not limited to data; diagrams; business, marketing or sales plans; notes; drawings; models; prototypes; specifications; manuals; memoranda; reports; customer or vendor information; pricing or cost information; and computer programs, which are furnished to Grantee by the Company or which Grantee procures or prepares, alone or with others, in the course of his employment with the Company.

5.4          “Conflicting Product or Service” is a product or service that is the same or similar in function or purpose to a Company product or service, such that it would replace or compete with:  (a) a product or service the Company provides to its customers; or (b) a product or service that is under development or planning by the Company but not yet provided to customers and regarding which Grantee was provided Confidential Information in the course of employment.  Conflicting Products or Services do not include a product or service of the Company if the Company is no longer in the business of providing such product or service to its customers at the relevant time of enforcement.

5.5          “Covered Customer” is a Company customer (natural person or entity) that Grantee had business-related contact or dealings with, or received Confidential Information about, in the two (2) year period preceding the end of Grantee’s employment with the Company.  References to the end of Grantee’s employment in this Attachment A refer to the end, whether by resignation or termination, and without regard for the reason employment ended.

5.6          “Competitor” is any person or entity engaged in the business of providing a Conflicting Product or Service.

5.7          Section references in this Attachment A are to sections of this Attachment A.

SECTION 6  Notices.  While employed by the Company, and for two (2) years thereafter, Grantee shall:  (a) give the Company written notice at least thirty (30) days prior to going to work for a Competitor; (b) provide the Company with sufficient information about his new position to enable the Company to determine if Grantee’s services in the new position would

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likely lead to a violation of this Attachment A; and (c) within thirty (30) days of any request made by the Company to do so, participate in a mediation or in-person conference to discuss and/or resolve any issues raised by Grantee’s new position.  Grantee shall be responsible for all consequential damages caused by failure to give the Company notice as provided in this SECTION 6.

SECTION 7  Remedies.  If Grantee breaches or threatens to breach this Attachment A, the Company may recover:  (a) an order of specific performance or declaratory relief; (b) injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction; (c) damages; (d) attorney's fees and costs incurred in obtaining relief; and (e) any other legal or equitable relief or remedy allowed by law.  One Thousand Dollars ($1,000.00) is the agreed amount for the bond to be posted if an injunction is sought by the Company to enforce the restrictions in this Attachment A on Grantee.

SECTION 8  Return of Consideration.  Grantee specifically recognizes and agrees that the covenants set forth in this Attachment A are material and important terms of this Agreement, and Grantee further agrees that should all or any part or application of SECTION 4.2 be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Grantee and the Company (despite, and after application of, any applicable rights to reformation that could add or renew enforceability), the Company shall be entitled to receive from Grantee the cash equivalent of the Market Value of all Shares paid to Grantee pursuant to the terms of this Agreement, which Market Value shall be determined as of the date of payment to Grantee pursuant to Section 4(a) of this Agreement. The return of consideration provided for in this SECTION 8 is in addition to the remedies for breach provided for in SECTION 7.

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EX-10.2

EXHIBIT 10.2

ACCO BRANDS CORPORATION

2011 AMENDED AND RESTATED INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT is made and entered into this and effective February __, 2013 (the “Grant Date”) by and between ACCO Brands Corporation, a Delaware corporation (collectively with all Subsidiaries, the “Company”) and Robert J. Keller (“Grantee”).

WHEREAS, Grantee is a Key Employee of the Company and in compensation for Grantee’s services, the Board deems it advisable to award to Grantee a Nonqualified Stock Option representing a right to purchase shares of the Company’s Common Stock, pursuant to the ACCO Brands Corporation 2011 Amended and Restated Incentive Plan (“Plan”), as set forth herein.

NOW THEREFORE, subject to the terms and conditions set forth herein:

1.           Plan Governs; Capitalized Terms.  This Agreement is made pursuant to the Plan, and the terms of the Plan are incorporated into this Agreement, except as otherwise specifically stated herein.  Capitalized terms used in this Agreement that are not defined in this Agreement shall have the meanings as used or defined in the Plan.  References in this Agreement to any specific Plan provision shall not be construed as limiting the applicability of any other Plan provision.

2.           Grant of Option.  The Company hereby grants to Grantee a Nonqualified Stock Option to purchase _________  shares of Common Stock (“Shares”), at the price of $__.__ per Share (“Option”), which price is the Fair Market Value of one Share on the Grant Date. THIS AWARD IS CONDITIONED ON GRANTEE SIGNING THIS AGREEMENT AND RETURNING IT TO THE COMPANY BY _________, 2013 AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CERTAIN COVENANTS SET FORTH ON ATTACHMENT A HERETO THAT APPLY DURING, AND FOLLOWING A TERMINATION OF, GRANTEE’S EMPLOYMENT FOR ANY REASON.  FOR PURPOSES OF ATTACHMENT A, GRANTEE’S SECTION 4.1 RESTRICTION SHALL BE FOR 24 MONTHS AND GRANTEE’S SECTION 4.2 RESTRICTION SHALL BE FOR 12 MONTHS, EXCEPT AS GRANTEE AND THE CHIEF EXECUTIVE OFFICER (AND SHOULD THE CHIEF EXECUTIVE OFFICER BE THE GRANTEE, THE COMPENSATION COMMITTEE OF THE BOARD) MAY OTHERWISE AGREE IN WRITING.

3.           VESTING, EXERCISE, EXPIRATION AND TERMINATION OF OPTION.

  (a)           The Option shall have a term expiring on the seventh anniversary of the Grant Date (“Term”), or earlier as otherwise provided in this Section 3.

  (b)           Subject to Section 3(c), 3(d), 3(e), 3(f), 3(g), 3(h), 3(i) and 3(j) hereof, the Option shall become vested and exercisable pursuant to the following schedule:

Vesting Date	Portion of Option that is Vested and Exercisable
First Anniversary of the Grant Date	One-Third of the Option for a Total of One-Third of the Option
Second Anniversary of the Grant Date	An Additional One-Third of the Option for a Total of Two-Thirds of the Option
Third Anniversary of the Grant Date	An Additional One-Third of the Option for a Total of Three-Thirds of the Option

  (c)           Death.  Upon Grantee’s death while employed by the Company prior to the date on which the Option shall have fully vested and become exercisable, a portion of the Option shall become vested and exercisable (rounded up to the next integer) as equals (i) the incremental portion of the Option that would have become vested and exercisable on the Vesting Date immediately following Grantee’s death but for Grantee’s death multiplied by (ii) the fraction the numerator of which is the number of days from the Vesting Date immediately preceding the date of Grantee’s death through the date of such death and the denominator of which is 365.

 (d)           Disability; Retirement.  Upon a termination of Grantee’s employment due to Grantee’s Disability or Retirement prior to the date on which the Option shall have fully vested and become exercisable, a portion of the Option shall become vested and exercisable (rounded up to the next integer) as equals (i) the incremental portion of the Option that would have become vested and exercisable on the Vesting Date immediately following the date of Grantee’s employment termination but for such termination multiplied by (ii) the fraction the numerator of which is the number of days from the Vesting Date immediately preceding the date of Grantee’s employment termination through the date of such termination and the denominator of which is 365, provided in such case that Grantee shall have been in the continuous employ of the Company for at least one year from the Grant Date through the date of such termination.

 (e)           Involuntary Termination Without Cause.  Upon an involuntary termination of Grantee’s employment by the Company without Cause (as defined below) at any time prior to the date on which the Option shall have fully vested and become exercisable, the Option shall thereupon become fully vested and exercisable.

 (f)           Other Terminations.  Unless the Committee shall otherwise determine, upon a termination of Grantee’s employment for any reason prior to the date on which the Option shall have fully vested and become exercisable, other than due to Grantee’s death, or a termination of Grantee’s employment on or after the first anniversary of the Grant Date due to Grantee’s Disability or Retirement, and other than due to an involuntary termination of Grantee’s employment without Cause, the unvested portion of the Option shall be immediately forfeited and not exercisable.  Any forfeited portion of the Option shall be automatically cancelled and shall terminate.  For all purposes under this Agreement (except under Attachment A), a termination of Grantee’s employment shall be disregarded if his service continues uninterrupted as a Non-Employee Director and, in such event, thereafter shall be regarded as a termination of Grantee’s employment under this Option on the date that Grantee’s service as a Non-Employee Director terminates.  In the event that, during any service as a Non-Employee Director, Grantee is removed from the Board or is not re-nominated or not re-elected as a Non-

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Employee Director  (other than for Cause), upon such termination as a Non-Employee Director Grantee shall be regarded as incurring an involuntary termination of employment without Cause pursuant to Section 3(e).

 (g)           Change in Control.   Immediately upon the occurrence of a Change in Control of the Company during Grantee’s employment with the Company, any unvested portion of the Option shall immediately fully vest and shall be exercisable, without regard for any termination of Grantee’s employment within one year following the Grant Date.  Any unvested portion of the Option shall also vest upon the occurrence of a Change in Control of the Company following the involuntary termination of Grantee’s employment by the Company without Cause, within 90 days prior to such Change in Control, at the direction of any third party participating in or causing the Change in Control or otherwise in contemplation of the Change in Control,

 For purposes of this Agreement, “Cause” shall mean (x) a material breach by Grantee of those duties and responsibilities that do not differ in any material respect from Grantee’s duties and responsibilities during the ninety-day period immediately prior to such termination of employment, which breach is demonstrably willful and deliberate on Grantee’s part, is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and is not remedied in a reasonable period of time after receipt of written notice from the Committee specifying such breach, (y) the conviction of Grantee for a felony, or (z) dishonesty or willful misconduct in connection with Grantee’s employment or services resulting in material economic harm to the Company.

 (h)           Contrary Other Agreement.  The provisions of Section 3(f) and 3(g) to the contrary notwithstanding, if Grantee and the Company have entered into an employment or other agreement which provides for vesting treatment of Grantee’s Options upon a termination of Grantee’s employment with the Company (and all Affiliates, as defined in Attachment A) that is inconsistent with the provisions of Section 3(f) or 3(g), the more favorable to Grantee of the terms of (i) such employment or other agreement and (ii) Section 3(f) or 3(g), as the case may be, shall control.

 (i)           Exercise Period for Vested Portion of Option.   Except in the event of a termination of  Grantee’s employment due to death, Disability, Retirement or an involuntary termination by the Company without Cause, upon a termination of Grantee’s employment with the Company for any reason, the vested portion of Grantee’s Option shall be exercisable for a period of ninety days following the date of such termination.  In the event of Grantee’s death or termination of Grantee’s employment due to Disability, Retirement or an involuntary termination by the Company without Cause, the Option shall be exercisable until the earlier to occur of (i) five years following such death or termination of employment or (ii) the last day of the term of the Option set forth in Section 3(a) hereof; provided, in the case of the death of Grantee during Grantee’s employment by the Company, to the extent that the Option otherwise would expire pursuant to Section 3(a) hereof, such expiration date shall be deemed extended for one year following Grantee’s date of death.

 (j)           Forfeiture Upon Breach of Covenant.  The above provisions of Section 3 to the contrary notwithstanding, Grantee’s Option shall be immediately forfeited and cancelled in the event of Grantee’s breach of any covenant set forth SECTION 3, 4.1 or 4.2 of Attachment A in addition to any other remedy set forth at SECTION 7 of Attachment A.

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4.          Exercise Procedure.  Grantee may exercise the vested Option, or any vested portion thereof, by notice of exercise to the Company, in a manner (which may include electronic means) approved by the Committee and communicated to Grantee, together with payment of the Option price set forth in Section 2 in full to the Company for the portion of the Option so exercised, and payment of any required withholding taxes, (a) in cash or (b) by the delivery of shares of Common Stock with a Fair Market Value equal to the Option Price.  Notwithstanding the foregoing, unless otherwise determined by the Committee at any time prior to such exercise, Grantee, at his election, may pay such Option price (and withholding taxes) pursuant to such exercise by a simultaneous exercise and sale of the Option Shares so purchased pursuant to a broker-assisted transaction or other similar arrangement, and use the proceeds from such sale as payment of the purchase price of such shares, in accordance with the cashless exercise program adopted by the Committee pursuant to Section 220.3(e) (4) of Federal Reserve Board Regulation T.  Upon the proper exercise of the Option, and satisfaction of required withholding taxes, the Company shall issue in Grantee’s name and deliver to Grantee (or to Grantee’s permitted representative and in its their name upon Grantee’s death, above), in either book entry or certificate form (in the discretion of the Company) through the Company’s transfer agent, the number of shares acquired through the exercise (subject to any satisfaction of withholding taxes therefrom).  Subject to the prior approval of the Committee in its sole discretion, at the time of Grantee’s exercise of the Option Grantee may pay the Option price and satisfy the minimum withholding tax obligation required by law with respect to such exercise by causing the Company to withhold Shares otherwise issuable to Grantee upon such exercise having an aggregate Fair Market Value equal to the amount of the sum of such Option price plus the required withholding tax.  Grantee shall not have any rights as a shareholder of the Company with respect to any unexercised portion of the Option.

5.          Securities Laws.  Grantee’s Option shall not be exercised if the exercise would violate:

 (a)           Any applicable state securities law;

 (b)           Any applicable registration or other requirements under the Securities Act of 1933, as amended (the “Act”) the Securities Exchange Act of 1934, as amended, or the listing requirements of the NYSE; or

 (c)           Any applicable legal requirements of any governmental authority.

6.          Grantee Covenants.  In consideration of this Option, Grantee agrees to the covenants, Company remedies for a breach thereof, and other provisions set forth in Attachment A, attached hereto, incorporated into, and being a part of this Agreement.

7.          Miscellaneous.

 (a)           Rights as a Stockholder.  Neither Grantee nor Grantee’s representative shall have any rights as a stockholder with respect to any shares underlying the Option until the date that the Company is obligated to deliver such Shares to Grantee or Grantee’s representative pursuant to a timely exercise thereof.

 (b)           No Retention Rights.  Nothing in this Agreement shall confer upon Grantee any right to continue in the employment or service of the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of Grantee, which rights are

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hereby expressly reserved by each, to terminate his employment or service at any time and for any reason, with or without Cause.

 (c)           Inconsistency.  To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

 (d)           Notices.  Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier.  Notice shall be addressed to the Company at its principal executive office and to Grantee at the address that he most recently provided to the Company.

 (e)           Entire Agreement; Amendment; Waiver.  This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof.  This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof; provided, if Grantee is bound by any restrictive covenant contained in a previously-executed agreement with the Company or an Affiliate, such restrictions shall be read together with Attachment A of this Agreement to provide the Company and its Affiliates with the greatest amount of protection, and to impose on Grantee the greatest amount of restriction, allowed by law.  No alteration or modification of this Agreement shall be valid except by a subsequent written instrument executed by the parties hereto.  No provision of this Agreement may be waived except by a writing executed and delivered by the party sought to be charged.  Any such written waiver will be effective only with respect to the event or circumstance described therein and not with respect to any other event or circumstance, unless such waiver expressly provides to the contrary.

 (f)           Choice of Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof.

 (g)           Successors.

    (i)           This Agreement is personal to Grantee and shall not be assignable by Grantee otherwise than by will or the laws of descent and distribution, without the written consent of the Company.  This Agreement shall inure to the benefit of and be enforceable by Grantee’s legal representatives.

    (ii)           This Agreement shall inure to the benefit of and be binding upon the Company and its Affiliates and the and successors thereof.

 (h)           Severability.  If any provision of this Agreement for any reason shall be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion thereof, which remaining provision or portion thereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion thereof eliminated.

 (i)           Headings.  The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.

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 (j)           Counterparts.  This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

ACCO BRANDS CORPORATION

By: 

Name:

Title:

Robert J. Keller                            

Grantee Name

__________________________

Grantee Signature

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ATTACHMENT A

Grantee Covenants

SECTION 1  Position of Special Trust and Confidence.

1.1           The Company is placing Grantee in a special position of trust and confidence.  As a result of this Agreement and Grantee’s position with the Company, Grantee will receive Confidential Information (defined below) related to his position, authorization to communicate and develop goodwill with Company customers, and/or specialized training related to the Company’s business.  Grantee agrees to use these advantages of employment to further the business of the Company and not to knowingly cause harm to the business of the Company.  The Company’s agreement to provide Grantee with these benefits, and the Award hereunder, gives rise to an interest in reasonable restrictions on Grantee’s competitive and post-employment conduct.

1.2           Grantee shall dedicate his full working time and efforts to the business of the Company and shall not undertake or prepare to undertake any conflicting business activities while employed with the Company.  These duties supplement and do not replace or diminish the common law duties Grantee would ordinarily have to the Company as the employer.

SECTION 2  Consideration.  In exchange for Grantee’s promises and obligations herein, the Company is granting Grantee the Award hereunder. The Company also agrees to provide Grantee with portions of its Confidential Information, authorization to communicate and develop goodwill with the Company customers, and/or specialized training related to the Company’s business.  Grantee understands and agrees that the foregoing promises and benefits have material value and benefit to the Company, above and beyond any continuation of Company employment, and that Grantee would not be entitled to such consideration unless he signs and agrees to be bound by this Attachment A.  The Company agrees to provide Grantee the consideration described in this SECTION 2 only in exchange for his compliance with all the terms of this Attachment A.

SECTION 3  Confidentiality and Business Interests.

3.1           Grantee agrees to keep secret and confidential and neither use nor disclose, by any means, either during or after a termination of his employment for any reason, any Confidential Information except as provided below or required in his employment with, or authorized in writing by, the Company.  Grantee agrees to keep confidential and not disclose or use, either during or after a termination of his employment for any reason, any confidential information or trade secrets of others which Grantee receives during the course of his employment with the Company for so long as and to the same extent as the Company is obligated to retain such information or trade secrets in confidence.

3.2           The obligations under this SECTION 3 shall not apply to Confidential Information to the extent that it:  (a) is or becomes publicly known by means other than Grantee’s failure to perform his obligations under this Attachment A; (b) was known to Grantee prior to disclosure to Grantee by or on behalf of the Company and Grantee; or (c) is received by Grantee in good faith from a third party (not an Affiliate) which has no obligation of confidentiality to the Company with respect thereto.  Notwithstanding anything contained herein to the contrary, Confidential Information shall not lose its protected status under this Attachment A if it becomes generally

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known to the public or to other persons through improper means.  The Company’s confidential exchange of Confidential Information with a third party for business purposes shall not remove it from protection under this Attachment A.

3.3           If disclosure of Confidential Information is compelled by law, Grantee shall give the Company as much written notice as possible under the circumstances, shall refrain from use or disclosure for as long as the law allows, and shall cooperate with the Company to protect such information, including taking every reasonable step necessary to protect against unnecessary disclosure.

3.4           Grantee agrees not to disclose to the Company nor to utilize in Grantee’s work for the Company any confidential information or trade secrets of others known to Grantee and obtained prior to Grantee’s employment by the Company (including prior employers).

3.5           Grantee shall deliver to the Company promptly upon the end of Grantee’s employment all written and other materials which constitute or contain Confidential Information or which are the property of the Company (regardless of media), and shall not remove, erase, destroy, impede the Company’s access to, or take any such written and other materials.  Grantee shall preserve records on the Company customers, prospects, vendors, suppliers, and other business relationships, and shall not knowingly use these records to harm the Company’s business interests.  Upon termination of Grantee’s employment, Grantee shall return all such records, and any copies (tangible and intangible) to the Company.  The Company is only authorizing Grantee to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests.  Access or use of such systems to pursue personal business interests apart from the Company, to compete or to prepare to compete, or to otherwise knowingly undermine the Company’s interests (such as, by way of example, removing, erasing, impeding the Company’s access to, or destroying its records or programs) is strictly prohibited and outside the scope of Grantee’s authorized use of the Company’s systems.

SECTION 4  Non-Interference Covenants.Grantee agrees that the following covenants are (a) ancillary to the other enforceable agreements contained in this Attachment A, and (b) reasonable and necessary to protect the Company’s legitimate business interests.

4.1           Restriction on Interfering with Employee Relationships.  Grantee agrees that for the period of time, set forth as the “SECTION 4.1 Restriction” in Section 2 of the Agreement, following the end of his employment with the Company for any reason, Grantee shall not interfere with the Company’s business relationship with any Company employee, by soliciting or communicating with such an employee to induce or encourage him to leave the Company’s employ (regardless of who initiates the communication), by helping another person or entity evaluate a Company employee as an employment candidate, or by otherwise helping any person or entity hire an employee away from the Company.

4.2           Restriction on Interfering with Customer Relationships.Grantee agrees that for the period of time, set forth as the “SECTION 4.2 Restriction” in Section 2 of the Agreement, following the end of his employment with the Company for any reason, Grantee shall not interfere with the Company’s business relationships with a Covered Customer, by: (a) participating in, supervising, or managing (as an employee, consultant, contractor, officer, owner, director, or

8

otherwise) any Competing Activities for, on behalf of, or with respect to a Covered Customer; or (b) soliciting or communicating (regardless of who initiates the communication) with a Covered Customer to induce or encourage the Covered Customer to:  (i) stop or reduce doing business with the Company, or (ii) to buy a Conflicting Product or Service.

4.3           Notice and Survival of Restrictions.

(a)           Before accepting new employment, Grantee shall advise every future employer of the restrictions in this Attachment A.  Grantee agrees that the Company may advise a future employer or prospective employer of this Attachment A and its position on the potential application of this Attachment A.

(b)           This Attachment A’s post-employment obligations shall survive the termination of Grantee’s employment with the Company for any reason.  If Grantee violates one of the post-employment restrictions in this Attachment A on which there is a specific time limitation, the time period for that restriction shall be extended by one day for each day Grantee violates it, up to a maximum extension equal to the length of time prescribed for the restriction, so as to give the Company the full benefit of the bargained-for length of forbearance.

(c)           It is the intention of the Parties that, if any court construes any provision or clause of this Attachment A, or any portion thereof, to be illegal, void or unenforceable, because of the duration of such provision, the scope or the subject matter covered thereby, such court shall reduce the duration, scope, or subject matter of such provision, and, in its reduced form, such provision shall then be enforceable and shall be enforced.

(d)           If Grantee becomes employed with an Affiliate without entering into a new nondisclosure, nonsolicitation, noncompetition agreement that is substantially the same as this Attachment A, the Affiliate shall be regarded as the Company for all purposes under this Attachment A, and shall be entitled to the same protections and enforcement rights as the Company.

4.4           California Modification (California Residents Only).  To the extent that Grantee is a resident of California and subject to its laws: (a)  the restriction in SECTION 4.2(a) shall not apply; (b) the restriction in SECTION 4.2(b) shall be limited so that it only applies where Grantee is aided by the use or disclosure of Confidential Information; (c) the restriction in SECTION 4.1 is deemed rewritten to provide as follows:  For a period of two (2) years immediately following the termination of Grantee’s employment with the Company for any reason, Grantee shall not, either directly or indirectly, solicit any of the Company’s employees, with whom Grantee worked at any time during his employment with the Company, to leave their employment with the Company or to alter their relationship with the Company to the Company’s detriment; and (d) the jury trial waiver in Section 7(e) of the Agreement shall not apply.

SECTION 5  Definitions.  For purposes of the Agreement, the following terms shall have the meanings assigned to them below:

5.1           “Affiliate” means the Company’s successors in interest, affiliates (as defined in Rule 12b-2 under Section 12 of the Securities and Exchange Act), subsidiaries, parents, purchasers, and assignees (collectively “Affiliates”).

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5.2           “Competing Activities” are any activities or services undertaken on behalf of a Competitor that are the same or similar in function or purpose to those Grantee performed for the Company in the two (2) year period preceding the end of Grantee’s employment with the Company, or that are otherwise likely to result in the use or disclosure of Confidential Information. Competing Activities are understood to exclude: activities on behalf of an independently operated subsidiary, division, or unit of a diversified corporation or similar business that has common ownership with a competitor so long as the independently operated business unit does not involve a Conflicting Product or Service; and, a passive and non-controlling ownership interest in a competitor through ownership of less than 2% of the stock in a publicly traded company.

5.3           “Confidential Information” includes but is not limited to any technical or business information, know-how or trade secrets, patentable or not, in any form, including but not limited to data; diagrams; business, marketing or sales plans; notes; drawings; models; prototypes; specifications; manuals; memoranda; reports; customer or vendor information; pricing or cost information; and computer programs, which are furnished to Grantee by the Company or which Grantee procures or prepares, alone or with others, in the course of his employment with the Company.

5.4           “Conflicting Product or Service” is a product or service that is the same or similar in function or purpose to a Company product or service, such that it would replace or compete with:  (a) a product or service the Company provides to its customers; or (b) a product or service that is under development or planning by the Company but not yet provided to customers and regarding which Grantee was provided Confidential Information in the course of employment.  Conflicting Products or Services do not include a product or service of the Company if the Company is no longer in the business of providing such product or service to its customers at the relevant time of enforcement.

5.5           “Covered Customer” is a Company customer (natural person or entity) that Grantee had business-related contact or dealings with, or received Confidential Information about, in the two (2) year period preceding the end of Grantee’s employment with the Company.  References to the end of Grantee’s employment in this Attachment A refer to the end, whether by resignation or termination, and without regard for the reason employment ended.

5.6           “Competitor” is any person or entity engaged in the business of providing a Conflicting Product or Service.

5.7           Section references in this Attachment A are to sections of this Attachment A.

SECTION 6  Notices.  While employed by the Company, and for two (2) years thereafter, Grantee shall:  (a) give the Company written notice at least thirty (30) days prior to going to work for a Competitor; (b) provide the Company with sufficient information about his new position to enable the Company to determine if Grantee’s services in the new position would likely lead to a violation of this Attachment A; and (c) within thirty (30) days of any request made by the Company to do so, participate in a mediation or in-person conference to discuss and/or resolve any issues raised by Grantee’s new position.  Grantee shall be responsible for all consequential damages caused by failure to give the Company notice as provided in this SECTION 6.

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SECTION 7  Remedies.  If Grantee breaches or threatens to breach this Attachment A, the Company may recover:  (a) an order of specific performance or declaratory relief; (b) injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction; (c) damages; (d) attorney's fees and costs incurred in obtaining relief; and (e) any other legal or equitable relief or remedy allowed by law.  One Thousand Dollars ($1,000.00) is the agreed amount for the bond to be posted if an injunction is sought by the Company to enforce the restrictions in this Attachment A on Grantee.

SECTION 8  Return of Consideration.  Grantee specifically recognizes and agrees that the covenants set forth in this Attachment A are material and important terms of this Agreement, and Grantee further agrees that should all or any part or application of SECTION 4.2 be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Grantee and the Company (despite, and after application of, any applicable rights to reformation that could add or renew enforceability), the Company shall be entitled to receive from Grantee the cash equivalent of the Market Value of all Shares paid to Grantee pursuant to the terms of this Agreement, which Market Value shall be determined as of the date of payment to Grantee pursuant to Section 4(a) of this Agreement. The return of consideration provided for in this SECTION 8 is in addition to the remedies for breach provided for in SECTION 7.

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EX-10.3

EXHIBIT 10.3

ACCO BRANDS CORPORATION

2011 AMENDED AND RESTATED INCENTIVE PLAN

2013 – 2015 PERFORMANCE STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT is made, entered into and effective this __________, 2013 (the “Grant Date”) by and between ACCO Brands Corporation, a Delaware corporation (collectively with all Subsidiaries, the “Company”) and ______________ (“Grantee”).

WHEREAS, Grantee is a Key Employee of the Company and in compensation for Grantee’s services and Grantee’s agreement to certain employment and post-employment covenants, the Board deems it advisable to grant to Grantee an Award of Performance Stock Units representing shares of the Company’s Common Stock, pursuant to the ACCO Brands Corporation 2011 Amended and Restated Incentive Plan (“Plan”), which may be earned and vested by Grantee upon Grantee’s continuous service and the satisfaction of performance objectives as set forth herein.

NOW THEREFORE, subject to the terms and conditions set forth herein:

1.           Plan Governs; Capitalized Terms. This Agreement is made pursuant to the Plan, and the terms of the Plan are incorporated into this Agreement, except as otherwise specifically stated herein. Capitalized terms used in this Agreement that are not defined in this Agreement shall have the meanings as used or defined in the Plan. References in this Agreement to any specific Plan provision shall not be construed as limiting the applicability of any other Plan provision.

2.           Award of Performance Stock Units. The Company hereby grants to Grantee on the Grant Date an Award of  ___________ Performance Stock Units at Target, or such lesser or greater number of Performance Stock Units, as may be earned upon the attainment of applicable performance objectives set forth in Schedule I attached hereto and made a part hereof.  Each Performance Stock Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Grantee, subject to the terms and conditions of this Agreement, one (1) share of Common Stock (“Share”).  Each Performance Stock Unit shall be earned and vested in accordance with Section 3 and shall be payable to Grantee in accordance with Section 4. The Company shall hold the Performance Stock Units in book-entry form.  Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares that may become issuable to Grantee under Section 4, and shall have the status of a general unsecured creditor of the Company.  THIS AWARD IS CONDITIONED ON GRANTEE SIGNING THIS AGREEMENT AND RETURNING IT TO THE COMPANY BY ___________, 2013 AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CERTAIN COVENANTS SET FORTH ON ATTACHMENT A HERETO THAT APPLY DURING, AND FOLLOWING A TERMINATION OF, GRANTEE’S EMPLOYMENT FOR ANY REASON.  FOR PURPOSES OF ATTACHMENT A, GRANTEE’S SECTION 4.1 RESTRICTION SHALL BE FOR 24

ACCO Brands Performance Stock Units Award Agreement – February 2013

MONTHS AND GRANTEE’S SECTION 4.2 RESTRICTION SHALL BE FOR 12 MONTHS, EXCEPT AS GRANTEE AND THE CHIEF EXECUTIVE OFFICER (AND SHOULD THE CHIEF EXECUTIVE OFFICER BE THE GRANTEE, THE COMPENSATION COMMITTEE OF THE BOARD) MAY OTHERWISE AGREE IN WRITING.

3.           Vesting.

(a)           Generally. The period during which the Performance Stock Units awarded hereunder may become earned and vested shall commence on January 1, 2013 and end on December 31, 2015 (the “Performance Period”).  Subject to Sections 3(b), 3(c), 3(d), and 3(f), the Performance Stock Units shall be wholly or partially earned and vested and become nonforfeitable to the extent of the attainment of the performance objectives set forth in Schedule I for the Performance Period and provided that Grantee has been continuously employed by the Company from the Grant Date through the end date of the Performance Period.  Any Performance Stock Units forfeited under this Section 3 shall be cancelled and shall terminate.

(b)           Death; Disability.  Upon the death of Grantee while employed by the Company, or Grantee’s separation from service from the Company and all members of the Company controlled group (within the meaning of Treasury Regulation Sections 1.409A-1(g) and (h)) (“Separation from Service”) due to his Disability, in either such case occurring before the end date of the Performance Period, a number of Performance Stock Units shall become earned and vested (rounded up to the next integer) equal to the product of (i) the fraction the numerator of which is the number of days Grantee was continuously employed from the first day of the Performance Period to the date of death or Separation from Service and the denominator of which is the number of days from first day of the Performance Period to the end date of the Performance Period (“Pro Rata Portion”) multiplied by (ii) the number of Performance Stock Units as could have become earned and vested based on the deemed attainment of performance set forth in Schedule I at Target for the Performance Period.

Grantee shall forfeit any amount of the Award not becoming earned and vested under this Section 3(b), above, upon Grantee’s death or Separation from Service.

(c)           Retirement. Upon Grantee’s Separation from Service due to his Retirement before the end date of the Performance Period, a number of Performance Stock Units shall become earned and vested on the end date of the Performance Period (rounded up to the next integer) equal to the product of (i) the Pro Rata Portion multiplied by (ii) the number of Performance Stock Units that would have become earned during the Performance Period in accordance with the attainment of the performance objectives set forth in Schedule I had Grantee remained continuously employed to the end date of the Performance Period.

Grantee shall forfeit any Performance Stock Units not becoming earned and vested under this Section 3(c), above.

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(d)           Involuntary Termination.  Upon Grantee’s involuntary Separation from Service by the Company without Cause after June 30, 2015 and before the end date of the Performance Period, a number of Performance Stock Units shall become earned and vested on the end date of the Performance Period (rounded up to the next integer) equal to the product of (i) the Pro Rata Portion multiplied by (ii) the number of Performance Stock Units that would have become earned during the Performance Period in accordance with the attainment of the performance objectives set forth in Schedule I had Grantee remained continuously employed to the end date of the Performance Period.

  Grantee shall forfeit any Performance Stock Units not becoming earned and vested under this Section 3(d), above.

For purposes of this Agreement, “Cause” shall mean (x) a material breach by Grantee of those duties and responsibilities that do not differ in any material respect from Grantee’s duties and responsibilities during the ninety-day period immediately prior to such Separation from Service, which breach is demonstrably willful and deliberate on Grantee’s part, is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and is not remedied in a reasonable period of time after receipt of written notice from the Committee specifying such breach, (y) the conviction of Grantee for a felony, or (z) dishonesty or willful misconduct in connection with Grantee’s employment or services resulting in material economic harm to the Company.

(e)           Other Terminations.  Upon Grantee’s Separation from Service for any reason prior to the end date of the Performance Period, other than as provided under Sections 3(b), 3(c), 3(d) or 3(f)(ii), all of the Performance Stock Units shall be immediately forfeited.

(f)           Change in Control; Divestiture.

(i)           Upon the occurrence of a Change in Control while Grantee is employed by the Company and on or before the end date of the Performance Period, a number of Performance Stock Units shall become earned and vested equal to the greater of (i) the number of Performance Stock Units that could have become earned over the entire Performance Period based on the deemed attainment of performance set forth in Schedule I at Target and (ii) the number of Performance Stock Units that could have become earned over the entire Performance Period based on the deemed attainment of performance set forth in Schedule I at a level extrapolated by the Compensation Committee in good faith as of the date of the Change in Control with consideration of performance attained as of the end of the Company’s fiscal quarter ending immediately prior to the Change in Control together with the projected attainment of performance for the unexpired portion of the Performance Period following such fiscal quarter.

(ii)           Upon the occurrence of a transaction, before the end date of the Performance Period, by which the Subsidiary that is Grantee’s principal employer ceases to be a Subsidiary of the Company and Grantee’s employment

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with the Company and all other Subsidiaries ceases (“Divestiture”), a number of Performance Stock Units shall become earned and vested (rounded up to the next integer) equal to (A) the fraction the numerator of which is the number of days Grantee was continuously employed from the first day of the Performance Period to the Divestiture Date and the denominator of which is the number of days from first day of the Performance Period to the end date of the Performance Period multiplied by (ii) the number of Performance Stock Units as could have become earned and vested based on the deemed attainment of performance set forth in Schedule I at Target for the Performance Period.

Upon such Divestiture, Grantee shall forfeit any Performance Stock Units not becoming earned and vested under this Section 3(f)(ii), above.

(g)           Payment on Vesting.  To the extent becoming earned and vested, Performance Stock Units shall be paid to Grantee as provided in Section 4 hereof.

4.           Delivery of Shares.

(a)           Issuance of Shares.  Subject to Sections 4(c) and 8(j)(ii), the Company (or its successor) shall cause its transfer agent for Common Stock to register shares in book-entry form in the name of Grantee (or, in the discretion of the Committee, issue to Grantee a stock certificate) representing a number of Shares equal to the number of Performance Stock Units then earned and vested pursuant to Section 3 upon the attainment (or deemed attainment upon Grantee’s death, Separation from Service due to Disability, the occurrence of a Change in Control, or the occurrence of a Divestiture) of the performance objectives set forth in Schedule I:

(i)           As soon as may be practicable after the end date of the Performance Period, but not later than  two and one-half (2-1/2) months after such end date, in any case other than as provided in Section 4(a)(ii); and

(ii)           Within 60 days following the occurrence of Grantee’s death, Separation from Service due to Disability, a Change in Control or a Divestiture.

Provided, in the event that the occurrence of a Change in Control is not a change in the ownership or effective control of the Company or of a substantial portion of the assets of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5), or a Divestiture is not a Separation from Service of Grantee, such issuance of shares shall be postponed until the earliest to occur of (1) such a change in the ownership or effective control of the Company or of a substantial portion of the assets of the Company, (2) Grantee’s Separation from Service (subject to Section 8(j)(ii)) or (3) the date for payment under Section 4(a)(i).

(b)           Withholding Taxes. At the time Shares are issued to Grantee, or any earlier such time in which income or employment taxes may become due and payable, the Company shall satisfy the minimum statutory Federal, state and local withholding tax obligation (including the FICA and Medicare tax obligation) required by

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law with respect to the distribution of Shares (or other taxable event) by withholding from Shares issuable to Grantee hereunder having an aggregate Fair Market Value equal to the amount of such required withholding, unless Grantee requests (and the Committee agrees) that the Company satisfy such obligation as provided below.  In lieu of Share withholding, the Committee, if requested by Grantee, may cause the Company to satisfy such withholding tax by withholding cash compensation then accrued and payable to Grantee of such required withholding amount or by permitting Grantee to tender a check or other payment of cash to the Company of such required withholding amount.

(c)           Forfeiture Upon Breach of Covenant.  The provisions of Section 3 to the contrary notwithstanding, any unissued shares issuable under this Section 4 respecting Grantee’s Performance Stock Units shall be immediately forfeited and cancelled in the event of Grantee’s breach of any covenant set forth SECTION 3, 4.1 or 4.2 of Attachment A in addition to any other remedy set forth at SECTION 7 of Attachment A.

5.           No Transfer or Assignment of Performance Stock Units; Restrictions on Sale.  Except as otherwise provided in this Agreement, the Performance Stock Units and the rights and privileges conferred thereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process until the Shares represented by the Performance Stock Units are delivered to Grantee or his designated representative. Grantee shall not sell any Shares, after issuance pursuant to Section 4, at any time when applicable laws or Company policies prohibit a sale. This restriction shall apply as long as Grantee is an employee of the Company or an Affiliate (as defined in Attachment A).

6.           Legality of Initial Issuance. No Shares shall be issued unless and until the Company has determined that (a) any applicable listing requirement of any stock exchange or other securities market on which the Common Stock is listed has been satisfied; and (b) all other applicable provisions of state or federal law have been satisfied.

7.           Grantee Covenants.  In consideration of this Award, Grantee agrees to the covenants, Company remedies for a breach thereof, and other provisions set forth in Attachment A, attached hereto, incorporated into, and being a part of this Agreement.

8.           Miscellaneous Provisions.

(a)           Rights as a Stockholder. Neither Grantee nor Grantee’s representative shall have any rights as a stockholder with respect to any shares underlying the Performance Stock Units until the date that the Company is obligated to deliver such Shares to Grantee or Grantee’s representative.

(b)           Dividend Equivalents. As of each dividend date with respect to Shares, an unvested dividend equivalent shall be awarded to Grantee in the dollar amount equal to the amount of the dividend that would have been paid on the number of Shares equal to the number of Performance Stock Units held by Grantee as of the close of

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business on the record date for such dividend. Such dividend equivalent amount shall be converted into a number of Performance Stock Units equal to the number of whole and fractional Shares that could have been purchased at the closing price on the dividend payment date with such dollar amount. In the case of any dividend declared on Shares which is payable in Shares, Grantee shall be awarded an unvested dividend equivalent of an additional number of Performance Stock Units equal to the product of (i) the number of his Performance Stock Units then held on the related dividend record date multiplied by the (ii) the number of Shares (including any fraction thereof) distributable as a dividend on a Share. All such dividend equivalents credited to Grantee shall be added to and in all respects thereafter be treated as additional Performance Stock Units to which such dividend equivalents relate hereunder.

(c)           No Retention Rights. Nothing in this Agreement shall confer upon Grantee any right to continue in the employment or service of the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of Grantee, which rights are hereby expressly reserved by each, to terminate his employment or service at any time and for any reason, with or without cause.

(d)           Inconsistency. To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

(e)           Notices. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier. Notice shall be addressed to the Company at its principal executive office and to Grantee at the address that he most recently provided to the Company.

(f)           Entire Agreement; Amendment; Waiver. This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof; provided, if Grantee is bound by any restrictive covenant contained in a previously-executed agreement with the Company or an Affiliate, such restrictions shall be read together with Attachment A of this Agreement to provide the Company and its Affiliates with the greatest amount of protection, and to impose on Grantee the greatest amount of restriction, allowed by law. No alteration or modification of this Agreement shall be valid except by a subsequent written instrument executed by the parties hereto. No provision of this Agreement may be waived except by a writing executed and delivered by the party sought to be charged. Any such written waiver shall be effective only with respect to the event or circumstance described therein and not with respect to any other event or circumstance, unless such waiver expressly provides to the contrary.

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(g)           Choice of Law; Venue;  Jury Trial Waiver. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof.  The Company and Grantee stipulate and consent to personal jurisdiction and proper venue in the state or federal courts of Cook County, Illinois and waive each such party’s right to objection to an Illinois court’s jurisdiction and venue.   Grantee and the Company hereby waive their right to jury trial on any legal dispute arising from or relating to this Agreement, and consent to the submission of all issues of fact and law arising from this Agreement to the judge of a court of competent jurisdiction as otherwise provided for above.

(h)           Successors.

(i)           This Agreement is personal to Grantee and, except as otherwise provided in Section 5 above, shall not be assignable by Grantee otherwise than by will or the laws of descent and distribution, without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by Grantee’s legal representatives.

(ii)           This Agreement shall inure to the benefit of and be binding upon the Company and its Affiliates and the successors thereof.

(i)           Severability. If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion thereof, which remaining provision or portion thereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion thereof eliminated.

(j)           Section 409A.

(i)           Anything herein to the contrary notwithstanding, this Agreement shall be interpreted so as to comply with or satisfy an exemption from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”).  The Committee may in good faith make the minimum modifications to this Agreement as it may deem appropriate to comply with Section 409A while to the maximum extent reasonably possible maintaining the original intent and economic benefit to Grantee and the Company of the applicable provision.

(ii)           To the extent required by Section 409A(a)(2)(B)(i), payment of Performance Stock Units to Grantee, who is a “specified employee” that is due upon Grantee’s Separation from Service shall be delayed and paid in a lump sum within seven (7) days (and the Company shall have sole discretion to determine the taxable year in which it is paid) after the earlier of the date that is six (6) months after the date of such Separation from Service or the date of

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Grantee’s death after such Separation from Service.  For purposes hereof, whether Grantee is a “specified employee” shall be determined in accordance with the default provisions of Treasury Regulation Section 1.409A-1(i), with the “identification date” to be December 31 and the “effective date” to be the April 1 following the identification date (as such terms are used under such regulation).

(k)           Headings; Interpretation. The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.  Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter.

(l)           Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.

[Signature Page Follows]

ACCO Brands Performance Stock Units Award Agreement – February 2013

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first written above.

ACCO BRANDS CORPORATION

By:____________________________                                                    

Name:

Title:

_______________________________
Grantee Name

_______________________________
Grantee Signature

ACCO Brands Performance Stock Units Award Agreement – February 2013

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SCHEDULE I

Performance Objectives for the Fiscal 2013 - 2015 Performance Period

Weight Percentage	Performance Levels	Performance Objectives
	Threshold
	Target
	Maximum
	Threshold
	Target
	Maximum
	Threshold
	Target
	Maximum

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ATTACHMENT A

Grantee Covenants

SECTION 1  Position of Special Trust and Confidence.

1.1           The Company is placing Grantee in a special position of trust and confidence.  As a result of this Agreement and Grantee’s position with the Company, Grantee will receive Confidential Information (defined below) related to his position, authorization to communicate and develop goodwill with Company customers, and/or specialized training related to the Company’s business.  Grantee agrees to use these advantages of employment to further the business of the Company and not to knowingly cause harm to the business of the Company.  The Company’s agreement to provide Grantee with these benefits, and the Award hereunder, gives rise to an interest in reasonable restrictions on Grantee’s competitive and post-employment conduct.

1.2           Grantee shall dedicate his full working time and efforts to the business of the Company and shall not undertake or prepare to undertake any conflicting business activities while employed with the Company.  These duties supplement and do not replace or diminish the common law duties Grantee would ordinarily have to the Company as the employer.

SECTION 2  Consideration.  In exchange for Grantee’s promises and obligations herein, the Company is granting Grantee the Award hereunder. The Company also agrees to provide Grantee with portions of its Confidential Information, authorization to communicate and develop goodwill with the Company customers, and/or specialized training related to the Company’s business.  Grantee understands and agrees that the foregoing promises and benefits have material value and benefit to the Company, above and beyond any continuation of Company employment, and that Grantee would not be entitled to such consideration unless he signs and agrees to be bound by this Attachment A.  The Company agrees to provide Grantee the consideration described in this SECTION 2 only in exchange for his compliance with all the terms of this Attachment A.

SECTION 3  Confidentiality and Business Interests.

3.1           Grantee agrees to keep secret and confidential and neither use nor disclose, by any means, either during or after a termination of his employment for any reason, any Confidential Information except as provided below or required in his employment with, or authorized in writing by, the Company.  Grantee agrees to keep confidential and not disclose or use, either during or after a termination of his employment for any reason, any confidential information or trade secrets of others which Grantee receives during the course of his employment with the Company for so long as and to the same extent as the Company is obligated to retain such information or trade secrets in confidence.

3.2           The obligations under this SECTION 3 shall not apply to Confidential Information to the extent that it:  (a) is or becomes publicly known by means other than

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Grantee’s failure to perform his obligations under this Attachment A; (b) was known to Grantee prior to disclosure to Grantee by or on behalf of the Company and Grantee; or (c) is received by Grantee in good faith from a third party (not an Affiliate) which has no obligation of confidentiality to the Company with respect thereto.  Notwithstanding anything contained herein to the contrary, Confidential Information shall not lose its protected status under this Attachment A if it becomes generally known to the public or to other persons through improper means.  The Company’s confidential exchange of Confidential Information with a third party for business purposes shall not remove it from protection under this Attachment A.

3.3           If disclosure of Confidential Information is compelled by law, Grantee shall give the Company as much written notice as possible under the circumstances, shall refrain from use or disclosure for as long as the law allows, and shall cooperate with the Company to protect such information, including taking every reasonable step necessary to protect against unnecessary disclosure.

3.4           Grantee agrees not to disclose to the Company nor to utilize in Grantee’s work for the Company any confidential information or trade secrets of others known to Grantee and obtained prior to Grantee’s employment by the Company (including prior employers).

3.5           Grantee shall deliver to the Company promptly upon the end of Grantee’s employment all written and other materials which constitute or contain Confidential Information or which are the property of the Company (regardless of media), and shall not remove, erase, destroy, impede the Company’s access to, or take any such written and other materials.  Grantee shall preserve records on the Company customers, prospects, vendors, suppliers, and other business relationships, and shall not knowingly use these records to harm the Company’s business interests.  Upon termination of Grantee’s employment, Grantee shall return all such records, and any copies (tangible and intangible) to the Company.  The Company is only authorizing Grantee to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests.  Access or use of such systems to pursue personal business interests apart from the Company, to compete or to prepare to compete, or to otherwise knowingly undermine the Company’s interests (such as, by way of example, removing, erasing, impeding the Company’s access to, or destroying its records or programs) is strictly prohibited and outside the scope of Grantee’s authorized use of the Company’s systems.

SECTION 4  Non-Interference Covenants.Grantee agrees that the following covenants are (a) ancillary to the other enforceable agreements contained in this Attachment A, and (b) reasonable and necessary to protect the Company’s legitimate business interests.

4.1           Restriction on Interfering with Employee Relationships.  Grantee agrees that for the period of time, set forth as the “SECTION 4.1 Restriction” in Section 2 of the Agreement, following the end of his employment with the Company for any reason, Grantee shall not interfere with the Company’s business relationship with any Company employee, by soliciting or communicating with such an employee to induce or encourage

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him to leave the Company’s employ (regardless of who initiates the communication), by helping another person or entity evaluate a Company employee as an employment candidate, or by otherwise helping any person or entity hire an employee away from the Company.

4.2           Restriction on Interfering with Customer Relationships.Grantee agrees that for the period of time, set forth as the “SECTION 4.2 Restriction” in Section 2 of the Agreement, following the end of his employment with the Company for any reason, Grantee shall not interfere with the Company’s business relationships with a Covered Customer, by: (a) participating in, supervising, or managing (as an employee, consultant, contractor, officer, owner, director, or otherwise) any Competing Activities for, on behalf of, or with respect to a Covered Customer; or (b) soliciting or communicating (regardless of who initiates the communication) with a Covered Customer to induce or encourage the Covered Customer to:  (i) stop or reduce doing business with the Company, or (ii) to buy a Conflicting Product or Service.

4.3           Notice and Survival of Restrictions.

(a)           Before accepting new employment, Grantee shall advise every future employer of the restrictions in this Attachment A.  Grantee agrees that the Company may advise a future employer or prospective employer of this Attachment A and its position on the potential application of this Attachment A.

(b)           This Attachment A’s post-employment obligations shall survive the termination of Grantee’s employment with the Company for any reason.  If Grantee violates one of the post-employment restrictions in this Attachment A on which there is a specific time limitation, the time period for that restriction shall be extended by one day for each day Grantee violates it, up to a maximum extension equal to the length of time prescribed for the restriction, so as to give the Company the full benefit of the bargained-for length of forbearance.

(c)           It is the intention of the Parties that, if any court construes any provision or clause of this Attachment A, or any portion thereof, to be illegal, void or unenforceable, because of the duration of such provision, the scope or the subject matter covered thereby, such court shall reduce the duration, scope, or subject matter of such provision, and, in its reduced form, such provision shall then be enforceable and shall be enforced.

(d)           If Grantee becomes employed with an Affiliate without entering into a new nondisclosure, nonsolicitation, noncompetition agreement that is substantially the same as this Attachment A, the Affiliate shall be regarded as the Company for all purposes under this Attachment A, and shall be entitled to the same protections and enforcement rights as the Company.

4.4           California Modification (California Residents Only).  To the extent that Grantee is a resident of California and subject to its laws: (a)  the restriction in SECTION 4.2(a) shall not apply; (b) the restriction in SECTION 4.2(b) shall be limited

ACCO Brands Performance Stock Units Award Agreement – February 2013

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so that it only applies where Grantee is aided by the use or disclosure of Confidential Information; (c) the restriction in SECTION 4.1 is deemed rewritten to provide as follows:  For a period of two (2) years immediately following the termination of Grantee’s employment with the Company for any reason, Grantee shall not, either directly or indirectly, solicit any of the Company’s employees, with whom Grantee worked at any time during his employment with the Company, to leave their employment with the Company or to alter their relationship with the Company to the Company’s detriment; and (d) the jury trial waiver in Section 7(e) of the Agreement shall not apply.

SECTION 5  Definitions.  For purposes of the Agreement, the following terms shall have the meanings assigned to them below:

5.1           “Affiliate” means the Company’s successors in interest, affiliates (as defined in Rule 12b-2 under Section 12 of the Securities and Exchange Act), subsidiaries, parents, purchasers, and assignees (collectively “Affiliates”).

5.2           “Competing Activities” are any activities or services undertaken on behalf of a Competitor that are the same or similar in function or purpose to those Grantee performed for the Company in the two (2) year period preceding the end of Grantee’s employment with the Company, or that are otherwise likely to result in the use or disclosure of Confidential Information. Competing Activities are understood to exclude: activities on behalf of an independently operated subsidiary, division, or unit of a diversified corporation or similar business that has common ownership with a competitor so long as the independently operated business unit does not involve a Conflicting Product or Service; and, a passive and non-controlling ownership interest in a competitor through ownership of less than 2% of the stock in a publicly traded company.

5.3           “Confidential Information” includes but is not limited to any technical or business information, know-how or trade secrets, patentable or not, in any form, including but not limited to data; diagrams; business, marketing or sales plans; notes; drawings; models; prototypes; specifications; manuals; memoranda; reports; customer or vendor information; pricing or cost information; and computer programs, which are furnished to Grantee by the Company or which Grantee procures or prepares, alone or with others, in the course of his employment with the Company.

5.4           “Conflicting Product or Service” is a product or service that is the same or similar in function or purpose to a Company product or service, such that it would replace or compete with:  (a) a product or service the Company provides to its customers; or (b) a product or service that is under development or planning by the Company but not yet provided to customers and regarding which Grantee was provided Confidential Information in the course of employment.  Conflicting Products or Services do not include a product or service of the Company if the Company is no longer in the business of providing such product or service to its customers at the relevant time of enforcement.

5.5           “Covered Customer” is a Company customer (natural person or entity) that Grantee had business-related contact or dealings with, or received Confidential Information about, in the two (2) year period preceding the end of Grantee’s employment

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with the Company.  References to the end of Grantee’s employment in this Attachment A refer to the end, whether by resignation or termination, and without regard for the reason employment ended.

5.6           “Competitor” is any person or entity engaged in the business of providing a Conflicting Product or Service.

5.7           Section references in this Attachment A are to sections of this Attachment A.

SECTION 6  Notices.  While employed by the Company, and for two (2) years thereafter, Grantee shall:  (a) give the Company written notice at least thirty (30) days prior to going to work for a Competitor; (b) provide the Company with sufficient information about his new position to enable the Company to determine if Grantee’s services in the new position would likely lead to a violation of this Attachment A; and (c) within thirty (30) days of any request made by the Company to do so, participate in a mediation or in-person conference to discuss and/or resolve any issues raised by Grantee’s new position.  Grantee shall be responsible for all consequential damages caused by failure to give the Company notice as provided in this SECTION 6.

SECTION 7  Remedies.  If Grantee breaches or threatens to breach this Attachment A, the Company may recover:  (a) an order of specific performance or declaratory relief; (b) injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction; (c) damages; (d) attorney's fees and costs incurred in obtaining relief; and (e) any other legal or equitable relief or remedy allowed by law.  One Thousand Dollars ($1,000.00) is the agreed amount for the bond to be posted if an injunction is sought by the Company to enforce the restrictions in this Attachment A on Grantee.

SECTION 8  Return of Consideration.  Grantee specifically recognizes and agrees that the covenants set forth in this Attachment A are material and important terms of this Agreement, and Grantee further agrees that should all or any part or application of SECTION 4.2 be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Grantee and the Company (despite, and after application of, any applicable rights to reformation that could add or renew enforceability), the Company shall be entitled to receive from Grantee the cash equivalent of the Market Value of all Shares paid to Grantee pursuant to the terms of this Agreement, which Market Value shall be determined as of the date of payment to Grantee pursuant to Section 4(a) of this Agreement. The return of consideration provided for in this SECTION 8 is in addition to the remedies for breach provided for in SECTION 7.

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EX-10.4

EXHIBIT 10.4

ACCO BRANDS CORPORATION

2011 AMENDED AND RESTATED INCENTIVE PLAN

2013 – 2015 PERFORMANCE STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT is made, entered into and effective this February __, 2013 (the “Grant Date”) by and between ACCO Brands Corporation, a Delaware corporation (collectively with all Subsidiaries, the “Company”) and Robert J. Keller (“Grantee”).

WHEREAS, Grantee is a Key Employee of the Company and in compensation for Grantee’s services and Grantee’s agreement to certain employment and post-employment covenants, the Board deems it advisable to grant to Grantee an Award of Performance Stock Units representing shares of the Company’s Common Stock, pursuant to the ACCO Brands Corporation 2011 Amended and Restated Incentive Plan (“Plan”), which may be earned and vested by Grantee upon Grantee’s continuous service and the satisfaction of performance objectives as set forth herein.

NOW THEREFORE, subject to the terms and conditions set forth herein:

1.Plan Governs; Capitalized Terms. This Agreement is made pursuant to the Plan, and the terms of the Plan are incorporated into this Agreement, except as otherwise specifically stated herein. Capitalized terms used in this Agreement that are not defined in this Agreement shall have the meanings as used or defined in the Plan. References in this Agreement to any specific Plan provision shall not be construed as limiting the applicability of any other Plan provision.

2. Award of Performance Stock Units. The Company hereby grants to Grantee on the Grant Date an Award of  ___________ Performance Stock Units at Target, or such lesser or greater number of Performance Stock Units, as may be earned upon the attainment of applicable performance objectives set forth in Schedule I attached hereto and made a part hereof.  Each Performance Stock Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Grantee, subject to the terms and conditions of this Agreement, one (1) share of Common Stock (“Share”).  Each Performance Stock Unit shall be earned and vested in accordance with Section 3 and shall be payable to Grantee in accordance with Section 4. The Company shall hold the Performance Stock Units in book-entry form.  Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares that may become issuable to Grantee under Section 4, and shall have the status of a general unsecured creditor of the Company.  THIS AWARD IS CONDITIONED ON GRANTEE SIGNING THIS AGREEMENT AND RETURNING IT TO THE COMPANY BY ___________, 2013 AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CERTAIN COVENANTS SET FORTH ON ATTACHMENT A HERETO THAT APPLY DURING, AND FOLLOWING A TERMINATION OF, GRANTEE’S EMPLOYMENT FOR ANY REASON.  FOR PURPOSES OF ATTACHMENT A, GRANTEE’S SECTION 4.1 RESTRICTION SHALL BE FOR 24 MONTHS AND GRANTEE’S SECTION 4.2 RESTRICTION SHALL BE FOR 12 MONTHS, EXCEPT AS GRANTEE AND THE CHIEF

EXECUTIVE OFFICER (AND SHOULD THE CHIEF EXECUTIVE OFFICER BE THE GRANTEE, THE COMPENSATION COMMITTEE OF THE BOARD) MAY OTHERWISE AGREE IN WRITING.

3.          Vesting.

(a)           Generally. The period during which the Performance Stock Units awarded hereunder may become earned and vested shall commence on January 1, 2013 and end on December 31, 2015 (the “Performance Period”).  Subject to Sections 3(b), 3(c), 3(d), and 3(f), the Performance Stock Units shall be wholly or partially earned and vested and become nonforfeitable to the extent of the attainment of the performance objectives set forth in Schedule I for the Performance Period and provided that Grantee has been in continuous service as an employee or Non-Employee Director of the Company from the Grant Date through the end date of the Performance Period.  Any Performance Stock Units forfeited under this Section 3 shall be cancelled and shall terminate.

 (b)           Death; Disability.  Upon the occurrence of the death of Grantee or Grantee’s Disability, occurring during Grantee’s continuous service as an employee or Non-Employee Director of the Company and before the end date of the Performance Period, a number of Performance Stock Units shall become earned and vested (rounded up to the next integer) equal to the product of (i) the fraction the numerator of which is the number of days Grantee from the first day of the Performance Period to the date of death or Disability and the denominator of which is the number of days from first day of the Performance Period to the end date of the Performance Period multiplied by (ii) the number of Performance Stock Units as could have become earned and vested based on the deemed attainment of performance set forth in Schedule I at Target for the Performance Period.

Grantee shall forfeit any amount of the Award not becoming earned and vested under this Section 3(b), above, upon Grantee’s death or Disability.

 (c)           Retirement. Upon Grantee’s Separation from Service due to his Retirement before the end date of the Performance Period, a number of Performance Stock Units shall become earned and vested (rounded up to the next integer) on the end date of the Performance Period equal to the product of  (i) the fraction the numerator of which is the number of days from the first day of the Performance Period to the date of such Separation from Service and the denominator of which is the number of days from first day of the Performance Period to the end date of the Performance Period multiplied by (ii) the number of Performance Stock Units that would have become earned during the Performance Period in accordance with the attainment of the performance objectives set forth in Schedule I had Grantee not Separated from Service before the end date of the Performance Period.  For all purposes under this Agreement (except under Attachment A), Grantee shall not be considered to have incurred a “Separation from Service” (or a “termination of employment”) until the occurrence of the later of (x) the date that Grantee terminates his employment with the Company and all members of the Company’s controlled group of employers in accordance with applicable law and (y) the date that Grantee terminates his service as a director of the Board including uninterrupted continuing service as a Non-Employee Director following any such termination of employment.

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Grantee shall forfeit any Performance Stock Units not becoming earned and vested under this Section 3(c), above.

 (d)           Involuntary Termination.  Upon Grantee’s involuntary Separation from Service by the Company without Cause at any time before the end date of the Performance Period (an “Involuntary Termination”), such number of Performance Stock Units shall become earned and vested on the end date of the Performance Period equal to the number that would have become earned during the Performance Period in accordance with the attainment of the performance objectives set forth in Schedule I had Grantee not incurred an Involuntary Termination.   In the event that, during any service as a Non-Employee Director of the Company, Grantee is removed from the Board or is not re-nominated or not re-elected as a Non-Employee Director  of the Company (other than for Cause), upon such termination as a Non-Employee Director of the Company Grantee shall be regarded as incurring an Involuntary Termination.

     Grantee shall forfeit any Performance Stock Units not becoming earned and vested under this Section 3(d), above.

For purposes of this Agreement, “Cause” shall mean (x) a material breach by Grantee of those duties and responsibilities that do not differ in any material respect from Grantee’s duties and responsibilities during the ninety-day period immediately prior to such Separation from Service, which breach is demonstrably willful and deliberate on Grantee’s part, is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and is not remedied in a reasonable period of time after receipt of written notice from the Committee specifying such breach, (y) the conviction of Grantee for a felony, or (z) dishonesty or willful misconduct in connection with Grantee’s employment or services resulting in material economic harm to the Company.

(e)          Other Terminations.  Unless the Committee shall otherwise determine, upon Grantee’s Separation from Service for any reason prior to the end date of the Performance Period, other than due to his death or Disability under Section 3(b), or due to a Separation from Service under Sections 3(c), 3(d) or 3(f)(ii), all of the Performance Stock Units shall be immediately forfeited.

(f)           Change in Control; Divestiture.

  (i)           Upon the occurrence of a Change in Control during Grantee’s continuous service as an employee or Non-Employee Director of the Company and on or before the end date of the Performance Period, a number of Performance Stock Units shall become earned and vested equal to the greater of (i) the number of Performance Stock Units that could have become earned over the entire Performance Period based on the deemed attainment of performance set forth in Schedule I at Target and (ii) the number of Performance Stock Units that could have become earned over the entire Performance Period based on the deemed attainment of performance set forth in Schedule I at a level extrapolated by the Compensation Committee in good faith as of the date of the Change in Control with consideration of performance attained as of the end of the Company’s fiscal quarter ending immediately prior to the Change in Control together

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   with the projected attainment of performance for the unexpired portion of the Performance Period following such fiscal quarter.

 (ii)           Upon the occurrence of a transaction before the end date of the Performance Period, by which the Subsidiary that is Grantee’s principal employer ceases to be a Subsidiary of the Company and Grantee’s continuous service as an employee or Non-Employee Director of the Company and all other Subsidiaries ceases (“Divestiture”), a number of Performance Stock Units shall become earned and vested (rounded up to the next integer) equal to (A) the fraction the numerator of which is the number of days of Grantee’s continuous employment or service from the first day of the Performance Period to the Divestiture Date and the denominator of which is the number of days from first day of the Performance Period to the end date of the Performance Period multiplied by (ii) the number of Performance Stock Units as could have become earned and vested based on the deemed attainment of performance set forth in Schedule I at Target for the Performance Period.

Upon such Divestiture, Grantee shall forfeit any Performance Stock Units not becoming earned and vested under this Section 3(f)(ii), above.

(g)        Payment on Vesting.  To the extent becoming earned and vested, Performance Stock Units shall be paid to Grantee as provided in Section 4 hereof.

4.          Delivery of Shares.

(a)         Issuance of Shares.  Subject to Sections 4(c) and 8(j)(ii), the Company (or its successor) shall cause its transfer agent for Common Stock to register shares in book-entry form in the name of Grantee (or, in the discretion of the Committee, issue to Grantee a stock certificate) representing a number of Shares equal to the number of Performance Stock Units then earned and vested pursuant to Section 3 upon the attainment (or deemed attainment upon Grantee’s death, Disability, the occurrence of a Change in Control, or the occurrence of a Divestiture) of the performance objectives set forth in Schedule I:

 (i)           As soon as may be practicable after the end date of the Performance Period, but not later than two and one-half (2-1/2) months after such end date, in any case other than as provided in Section 4(a)(ii); and

 (ii)           Within 60 days following the occurrence of Grantee’s death, Disability or Change in Control.

    Provided, in the event that the occurrence of a Change in Control is not a change in the ownership or effective control of the Company or of a substantial portion of the assets of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5), such issuance of shares shall be postponed until the earliest to occur of (1) such a change in the ownership or effective control of the Company or of a substantial portion of the assets of the Company or (2) the date for payment under Section 4(a)(i).

(b)Withholding Taxes. At the time Shares are issued to Grantee, or any earlier such time in which income or employment taxes may become due and payable, the

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Company shall satisfy the minimum statutory Federal, state and local withholding tax obligation (including the FICA and Medicare tax obligation) required by law with respect to the distribution of Shares (or other taxable event) by withholding from Shares issuable to Grantee hereunder having an aggregate Fair Market Value equal to the amount of such required withholding, unless Grantee requests (and the Committee agrees) that the Company satisfy such obligation as provided below.  In lieu of Share withholding, the Committee, if requested by Grantee, may cause the Company to satisfy such withholding tax by withholding cash compensation then accrued and payable to Grantee of such required withholding amount or by permitting Grantee to tender a check or other payment of cash to the Company of such required withholding amount.

(c)           Forfeiture Upon Breach of Covenant.  The provisions of Section 3 to the contrary notwithstanding, any unissued shares issuable under this Section 4 respecting Grantee’s Performance Stock Units shall be immediately forfeited and cancelled in the event of Grantee’s breach of any covenant set forth SECTION 3, 4.1 or 4.2 of Attachment A in addition to any other remedy set forth at SECTION 7 of Attachment A.

5.         No Transfer or Assignment of Performance Stock Units; Restrictions on Sale.  Except as otherwise provided in this Agreement, the Performance Stock Units and the rights and privileges conferred thereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process until the Shares represented by the Performance Stock Units are delivered to Grantee or his designated representative. Grantee shall not sell any Shares, after issuance pursuant to Section 4, at any time when applicable laws or Company policies prohibit a sale. This restriction shall apply as long as Grantee is an employee of the Company or an Affiliate (as defined in Attachment A).

6.         Legality of Initial Issuance. No Shares shall be issued unless and until the Company has determined that (a) any applicable listing requirement of any stock exchange or other securities market on which the Common Stock is listed has been satisfied; and (b) all other applicable provisions of state or federal law have been satisfied.

7.         Grantee Covenants.  In consideration of this Award, Grantee agrees to the covenants, Company remedies for a breach thereof, and other provisions set forth in Attachment A, attached hereto, incorporated into, and being a part of this Agreement.

8.         Miscellaneous Provisions.

(a)           Rights as a Stockholder. Neither Grantee nor Grantee’s representative shall have any rights as a stockholder with respect to any shares underlying the Performance Stock Units until the date that the Company is obligated to deliver such Shares to Grantee or Grantee’s representative.

(b)           Dividend Equivalents. As of each dividend date with respect to Shares, an unvested dividend equivalent shall be awarded to Grantee in the dollar amount equal to the amount of the dividend that would have been paid on the number of Shares equal to the number of Performance Stock Units held by Grantee as of the close of business on the record date for such dividend. Such dividend equivalent amount shall be converted into a number of 

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Performance Stock Units equal to the number of whole and fractional Shares that could have been purchased at the closing price on the dividend payment date with such dollar amount. In the case of any dividend declared on Shares which is payable in Shares, Grantee shall be awarded an unvested dividend equivalent of an additional number of Performance Stock Units equal to the product of (i) the number of his Performance Stock Units then held on the related dividend record date multiplied by the (ii) the number of Shares (including any fraction thereof) distributable as a dividend on a Share. All such dividend equivalents credited to Grantee shall be added to and in all respects thereafter be treated as additional Performance Stock Units to which such dividend equivalents relate hereunder.

(c)           No Retention Rights. Nothing in this Agreement shall confer upon Grantee any right to continue in the employment or service of the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of Grantee, which rights are hereby expressly reserved by each, to terminate his employment or service at any time and for any reason, with or without cause.

(d)           Inconsistency. To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

(e)           Notices. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier. Notice shall be addressed to the Company at its principal executive office and to Grantee at the address that he most recently provided to the Company.

(f)           Entire Agreement; Amendment; Waiver. This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof; provided, if Grantee is bound by any restrictive covenant contained in a previously-executed agreement with the Company or an Affiliate, such restrictions shall be read together with Attachment A of this Agreement to provide the Company and its Affiliates with the greatest amount of protection, and to impose on Grantee the greatest amount of restriction, allowed by law. No alteration or modification of this Agreement shall be valid except by a subsequent written instrument executed by the parties hereto. No provision of this Agreement may be waived except by a writing executed and delivered by the party sought to be charged. Any such written waiver shall be effective only with respect to the event or circumstance described therein and not with respect to any other event or circumstance, unless such waiver expressly provides to the contrary.

(g)           Choice of Law; Venue;  Jury Trial Waiver. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof.  The Company and Grantee stipulate and consent to personal jurisdiction and proper venue in the state or federal courts of Cook County, Illinois and waive each such party’s right to objection to an Illinois court’s jurisdiction and venue.   Grantee and the Company hereby waive their right to jury trial on any legal dispute arising from or relating to

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this Agreement, and consent to the submission of all issues of fact and law arising from this Agreement to the judge of a court of competent jurisdiction as otherwise provided for above.

(h)           Successors.

   (i)           This Agreement is personal to Grantee and, except as otherwise provided in Section 5 above, shall not be assignable by Grantee otherwise than by will or the laws of descent and distribution, without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by Grantee’s legal representatives.

   (ii)           This Agreement shall inure to the benefit of and be binding upon the Company and its Affiliates and the successors thereof.

(i)            Severability. If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion thereof, which remaining provision or portion thereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion thereof eliminated.

(j)           Section 409A.

   (i)           Anything herein to the contrary notwithstanding, this Agreement shall be interpreted so as to comply with or satisfy an exemption from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”).  The Committee may in good faith make the minimum modifications to this Agreement as it may deem appropriate to comply with Section 409A while to the maximum extent reasonably possible maintaining the original intent and economic benefit to Grantee and the Company of the applicable provision.

   (ii)           To the extent required by Section 409A(a)(2)(B)(i), payment of Performance Stock Units to Grantee, who is a “specified employee” that is due upon Grantee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) shall be delayed and paid in a lump sum within seven (7) days (and the Company shall have sole discretion to determine the taxable year in which it is paid) after the earlier of the date that is six (6) months after the date of such separation from service or the date of Grantee’s death after such separation from service.  For purposes hereof, whether Grantee is a “specified employee” shall be determined in accordance with the default provisions of Treasury Regulation Section 1.409A-1(i), with the “identification date” to be December 31 and the “effective date” to be the April 1 following the identification date (as such terms are used under such regulation).

(k)           Headings; Interpretation. The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.  Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter.

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(l)           Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first written above.

ACCO BRANDS CORPORATION

By:

Name:   _________________________

Title:    _________________________  

_____________________________

Robert J. Keller

_____________________________

Grantee Signature

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SCHEDULE I

Performance Objectives for the Fiscal 2013 - 2015 Performance Period

Weight Percentage	Performance Levels	Performance Objectives
	Threshold
	Target
	Maximum
	Threshold
	Target
	Maximum
	Threshold
	Target
	Maximum

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ATTACHMENT A

Grantee Covenants

SECTION 1  Position of Special Trust and Confidence.

1.1           The Company is placing Grantee in a special position of trust and confidence.  As a result of this Agreement and Grantee’s position with the Company, Grantee will receive Confidential Information (defined below) related to his position, authorization to communicate and develop goodwill with Company customers, and/or specialized training related to the Company’s business.  Grantee agrees to use these advantages of employment to further the business of the Company and not to knowingly cause harm to the business of the Company.  The Company’s agreement to provide Grantee with these benefits, and the Award hereunder, gives rise to an interest in reasonable restrictions on Grantee’s competitive and post-employment conduct.

1.2           Grantee shall dedicate his full working time and efforts to the business of the Company and shall not undertake or prepare to undertake any conflicting business activities while employed with the Company.  These duties supplement and do not replace or diminish the common law duties Grantee would ordinarily have to the Company as the employer.

SECTION 2  Consideration.  In exchange for Grantee’s promises and obligations herein, the Company is granting Grantee the Award hereunder. The Company also agrees to provide Grantee with portions of its Confidential Information, authorization to communicate and develop goodwill with the Company customers, and/or specialized training related to the Company’s business.  Grantee understands and agrees that the foregoing promises and benefits have material value and benefit to the Company, above and beyond any continuation of Company employment, and that Grantee would not be entitled to such consideration unless he signs and agrees to be bound by this Attachment A.  The Company agrees to provide Grantee the consideration described in this SECTION 2 only in exchange for his compliance with all the terms of this Attachment A.

SECTION 3  Confidentiality and Business Interests.

3.1           Grantee agrees to keep secret and confidential and neither use nor disclose, by any means, either during or after a termination of his employment for any reason, any Confidential Information except as provided below or required in his employment with, or authorized in writing by, the Company.  Grantee agrees to keep confidential and not disclose or use, either during or after a termination of his employment for any reason, any confidential information or trade secrets of others which Grantee receives during the course of his employment with the Company for so long as and to the same extent as the Company is obligated to retain such information or trade secrets in confidence.

3.2           The obligations under this SECTION 3 shall not apply to Confidential Information to the extent that it:  (a) is or becomes publicly known by means other than

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Grantee’s failure to perform his obligations under this Attachment A; (b) was known to Grantee prior to disclosure to Grantee by or on behalf of the Company and Grantee; or (c) is received by Grantee in good faith from a third party (not an Affiliate) which has no obligation of confidentiality to the Company with respect thereto.  Notwithstanding anything contained herein to the contrary, Confidential Information shall not lose its protected status under this Attachment A if it becomes generally known to the public or to other persons through improper means.  The Company’s confidential exchange of Confidential Information with a third party for business purposes shall not remove it from protection under this Attachment A.

3.3           If disclosure of Confidential Information is compelled by law, Grantee shall give the Company as much written notice as possible under the circumstances, shall refrain from use or disclosure for as long as the law allows, and shall cooperate with the Company to protect such information, including taking every reasonable step necessary to protect against unnecessary disclosure.

3.4           Grantee agrees not to disclose to the Company nor to utilize in Grantee’s work for the Company any confidential information or trade secrets of others known to Grantee and obtained prior to Grantee’s employment by the Company (including prior employers).

3.5           Grantee shall deliver to the Company promptly upon the end of Grantee’s employment all written and other materials which constitute or contain Confidential Information or which are the property of the Company (regardless of media), and shall not remove, erase, destroy, impede the Company’s access to, or take any such written and other materials.  Grantee shall preserve records on the Company customers, prospects, vendors, suppliers, and other business relationships, and shall not knowingly use these records to harm the Company’s business interests.  Upon termination of Grantee’s employment, Grantee shall return all such records, and any copies (tangible and intangible) to the Company.  The Company is only authorizing Grantee to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests.  Access or use of such systems to pursue personal business interests apart from the Company, to compete or to prepare to compete, or to otherwise knowingly undermine the Company’s interests (such as, by way of example, removing, erasing, impeding the Company’s access to, or destroying its records or programs) is strictly prohibited and outside the scope of Grantee’s authorized use of the Company’s systems.

SECTION 4  Non-Interference Covenants.Grantee agrees that the following covenants are (a) ancillary to the other enforceable agreements contained in this Attachment A, and (b) reasonable and necessary to protect the Company’s legitimate business interests.

4.1           Restriction on Interfering with Employee Relationships.  Grantee agrees that for the period of time, set forth as the “SECTION 4.1 Restriction” in Section 2 of the Agreement, following the end of his employment with the Company for any reason, Grantee shall not interfere with the Company’s business relationship with any Company employee, by soliciting or communicating with such an employee to induce or encourage

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him to leave the Company’s employ (regardless of who initiates the communication), by helping another person or entity evaluate a Company employee as an employment candidate, or by otherwise helping any person or entity hire an employee away from the Company.

4.2           Restriction on Interfering with Customer Relationships.Grantee agrees that for the period of time, set forth as the “SECTION 4.2 Restriction” in Section 2 of the Agreement, following the end of his employment with the Company for any reason, Grantee shall not interfere with the Company’s business relationships with a Covered Customer, by: (a) participating in, supervising, or managing (as an employee, consultant, contractor, officer, owner, director, or otherwise) any Competing Activities for, on behalf of, or with respect to a Covered Customer; or (b) soliciting or communicating (regardless of who initiates the communication) with a Covered Customer to induce or encourage the Covered Customer to:  (i) stop or reduce doing business with the Company, or (ii) to buy a Conflicting Product or Service.

4.3           Notice and Survival of Restrictions.

    (a)           Before accepting new employment, Grantee shall advise every future employer of the restrictions in this Attachment A.  Grantee agrees that the Company may advise a future employer or prospective employer of this Attachment A and its position on the potential application of this Attachment A.

    (b)           This Attachment A’s post-employment obligations shall survive the termination of Grantee’s employment with the Company for any reason.  If Grantee violates one of the post-employment restrictions in this Attachment A on which there is a specific time limitation, the time period for that restriction shall be extended by one day for each day Grantee violates it, up to a maximum extension equal to the length of time prescribed for the restriction, so as to give the Company the full benefit of the bargained-for length of forbearance.

    (c)           It is the intention of the Parties that, if any court construes any provision or clause of this Attachment A, or any portion thereof, to be illegal, void or unenforceable, because of the duration of such provision, the scope or the subject matter covered thereby, such court shall reduce the duration, scope, or subject matter of such provision, and, in its reduced form, such provision shall then be enforceable and shall be enforced.

   (d)           If Grantee becomes employed with an Affiliate without entering into a new nondisclosure, nonsolicitation, noncompetition agreement that is substantially the same as this Attachment A, the Affiliate shall be regarded as the Company for all purposes under this Attachment A, and shall be entitled to the same protections and enforcement rights as the Company.

4.4          California Modification (California Residents Only).  To the extent that Grantee is a resident of California and subject to its laws: (a)  the restriction in SECTION 4.2(a) shall not apply; (b) the restriction in SECTION 4.2(b) shall be limited

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so that it only applies where Grantee is aided by the use or disclosure of Confidential Information; (c) the restriction in SECTION 4.1 is deemed rewritten to provide as follows:  For a period of two (2) years immediately following the termination of Grantee’s employment with the Company for any reason, Grantee shall not, either directly or indirectly, solicit any of the Company’s employees, with whom Grantee worked at any time during his employment with the Company, to leave their employment with the Company or to alter their relationship with the Company to the Company’s detriment; and (d) the jury trial waiver in Section 7(e) of the Agreement shall not apply.

SECTION 5  Definitions.  For purposes of the Agreement, the following terms shall have the meanings assigned to them below:

5.1           “Affiliate” means the Company’s successors in interest, affiliates (as defined in Rule 12b-2 under Section 12 of the Securities and Exchange Act), subsidiaries, parents, purchasers, and assignees (collectively “Affiliates”).

5.2           “Competing Activities” are any activities or services undertaken on behalf of a Competitor that are the same or similar in function or purpose to those Grantee performed for the Company in the two (2) year period preceding the end of Grantee’s employment with the Company, or that are otherwise likely to result in the use or disclosure of Confidential Information. Competing Activities are understood to exclude: activities on behalf of an independently operated subsidiary, division, or unit of a diversified corporation or similar business that has common ownership with a competitor so long as the independently operated business unit does not involve a Conflicting Product or Service; and, a passive and non-controlling ownership interest in a competitor through ownership of less than 2% of the stock in a publicly traded company.

5.3           “Confidential Information” includes but is not limited to any technical or business information, know-how or trade secrets, patentable or not, in any form, including but not limited to data; diagrams; business, marketing or sales plans; notes; drawings; models; prototypes; specifications; manuals; memoranda; reports; customer or vendor information; pricing or cost information; and computer programs, which are furnished to Grantee by the Company or which Grantee procures or prepares, alone or with others, in the course of his employment with the Company.

5.4           “Conflicting Product or Service” is a product or service that is the same or similar in function or purpose to a Company product or service, such that it would replace or compete with:  (a) a product or service the Company provides to its customers; or (b) a product or service that is under development or planning by the Company but not yet provided to customers and regarding which Grantee was provided Confidential Information in the course of employment.  Conflicting Products or Services do not include a product or service of the Company if the Company is no longer in the business of providing such product or service to its customers at the relevant time of enforcement.

5.5           “Covered Customer” is a Company customer (natural person or entity) that Grantee had business-related contact or dealings with, or received Confidential Information about, in the two (2) year period preceding the end of Grantee’s employment

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with the Company.  References to the end of Grantee’s employment in this Attachment A refer to the end, whether by resignation or termination, and without regard for the reason employment ended.

5.6           “Competitor” is any person or entity engaged in the business of providing a Conflicting Product or Service.

5.7           Section references in this Attachment A are to sections of this Attachment A.

SECTION 6  Notices.  While employed by the Company, and for two (2) years thereafter, Grantee shall:  (a) give the Company written notice at least thirty (30) days prior to going to work for a Competitor; (b) provide the Company with sufficient information about his new position to enable the Company to determine if Grantee’s services in the new position would likely lead to a violation of this Attachment A; and (c) within thirty (30) days of any request made by the Company to do so, participate in a mediation or in-person conference to discuss and/or resolve any issues raised by Grantee’s new position.  Grantee shall be responsible for all consequential damages caused by failure to give the Company notice as provided in this SECTION 6.

SECTION 7  Remedies.  If Grantee breaches or threatens to breach this Attachment A, the Company may recover:  (a) an order of specific performance or declaratory relief; (b) injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction; (c) damages; (d) attorney's fees and costs incurred in obtaining relief; and (e) any other legal or equitable relief or remedy allowed by law.  One Thousand Dollars ($1,000.00) is the agreed amount for the bond to be posted if an injunction is sought by the Company to enforce the restrictions in this Attachment A on Grantee.

SECTION 8  Return of Consideration.  Grantee specifically recognizes and agrees that the covenants set forth in this Attachment A are material and important terms of this Agreement, and Grantee further agrees that should all or any part or application of SECTION 4.2 be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Grantee and the Company (despite, and after application of, any applicable rights to reformation that could add or renew enforceability), the Company shall be entitled to receive from Grantee the cash equivalent of the Market Value of all Shares paid to Grantee pursuant to the terms of this Agreement, which Market Value shall be determined as of the date of payment to Grantee pursuant to Section 4(a) of this Agreement. The return of consideration provided for in this SECTION 8 is in addition to the remedies for breach provided for in SECTION 7.

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