ACCO Supplemental Retirement Plan

EX-10.10 6 c94804exv10w10.htm ACCO SUPPLEMENTAL RETIREMENT PLAN exv10w10

Exhibit 10.10

WORKING COPY
SEPTEMBER 2004

ACCO WORLD CORPORATION
SUPPLEMENTAL RETIREMENT PLAN

Section 1. Purpose. This ACCO World Corporation Supplemental Retirement Plan is an unfunded excess benefit plan established by ACCO World Corporation pursuant to Section 4(b)(5) of ERISA as well as an unfunded plan established for the purpose of providing deferred compensation for a select group of management or highly compensated employees of ACCO World Corporation and its subsidiaries as referred to in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA in order to induce employees of outstanding ability to join or continue in the employ of the Company and to increase their efforts for its welfare by providing them with supplemental retirement benefits notwithstanding the limitations imposed by the Internal Revenue Code on retirement benefits from tax qualified plans.

Section 2. Definitions. As used in this Plan, the following words shall have the following meanings:

(a) “Affiliated Employment” means employment by any corporation which, at the time of such employment, is or was an affiliate of the Company, or thereafter becomes or became an affiliate of the Company. “Affiliated Plan” means a defined benefit pension plan by which an employee of the Company had been covered during Affiliated Employment.

(b) “Committee” means the Administrative Committee administering the Retirement Plan.

(c) “Company” means ACCO World Corporation, ACCO Brands, Inc., Day-Timers, Inc. and their respective successors and assigns.

(d) “Deferred Compensation Plan” means the ACCO World Corporation Executive Deferred Compensation Plan pursuant to which Highly Compensated Employees or Executive Participants may defer payment of salary and bonus.

(e) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(f) “Executive Participant” means an employee of the Company who is within the category of a select group of management or highly compensated employees as referred to in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and who either holds or held the office of a Vice President of the Company or any office senior thereto or, during the current Plan Year or the prior Plan Year, was covered under the Management Incentive Plan covering executives of the Company.

(g) “415 Limitations” means the Retirement Plan provisions adopted pursuant to Section 415 of the Internal Revenue Code to limit annual Retirement Plan benefits pursuant to Section 415(b) thereof.

(h) “401(a)(17) Limitations” means the Retirement Plan provisions adopted pursuant to Section 401(a)(17) of the Internal Revenue Code to limit compensation considered for purposes of computing Retirement Plan benefits to $200,000, effective as of January 1, 2002 (or such greater amount permitted for such year in accordance with regulations promulgated by the Secretary of the Treasury or his delegate).

(i) “Grantor Trust” means a trust for the benefit of an Executive Participant established pursuant to Section 6 to provide for the payment of benefits under this Plan.

(j) “Highly Compensated Employee” means an employee or former employee of the Company who comes within the definition of a highly compensated employee set forth in Section 414(q) of the Internal Revenue Code (or any successor provision) for any Plan Year.

(k) “Normal Retirement Date” means the last day of the calendar month in which a person’s 65th birthday occurs.

(l) “Plan Year” means the calendar year.

(m) “Retirement Plan” means the ACCO World Corporation Pension Plan for Salaried and Certain Hourly Paid Employees as amended from time to time.

(n) “Surviving Spouse” means the surviving husband or wife of an employee of the Company who has been married to the employee throughout the one-year period ending on the date of the death of such employee.

(o) “Segregated Account” means an account established with a bank or other financial institution approved by the Company, or other form of segregated account approved by the Company, established pursuant to Section 6 by or for the benefit of an Executive Participant to provide for the payment of benefits under this Plan.

Section 3. Retirement Benefits.

(a) Each person who is a Highly Compensated Employee or Executive Participant at the date of termination of employment or during the prior Plan Year and to whom benefits become payable under the Retirement Plan shall be paid a supplemental annual retirement benefit under this Plan equal in amount to the difference between (i) the benefit paid under the Retirement Plan and the Affiliated Plans and (ii) the benefit that would be payable if the 401(a)(17) Limitations and the 415 Limitations were not contained therein and if the Highly Compensated Employee or Executive Participant did not make deferrals of compensation under the Deferred Compensation Plan. If such a Highly Compensated Employee’s or Executive Participant’s Surviving Spouse is entitled to a pre-retirement spouse’s benefit under the Retirement Plan, subject to Section 6, the Surviving Spouse shall be paid a benefit hereunder equal to the difference between (i) the spouse’s benefit payable under the Retirement Plan and the Affiliated Plans and (ii) the spouse’s benefit that would be payable if the 401(a)(17) Limitations and the 415 Limitations were not contained therein and if the Highly Compensated Employee or Executive Participant did not make deferrals of compensation under the Deferred Compensation Plan.

(b) Subject to Section 6, the supplemental retirement benefits provided by this Plan shall be paid to the Executive Participant or Highly Compensated Employee (or to any beneficiary designated by him in accordance with the Retirement Plan, or to his Surviving Spouse if eligible for a spouse’s benefit under the Retirement Plan) concurrently with the payment of the benefits payable under the Retirement Plan, provided that a Participant or Highly Compensated Employee may elect that the supplemental retirement benefits shall be paid in a form permitted by the Retirement Plan other than a single sum payment even though a different form of payment is elected under the Retirement Plan. In the event the

supplemental retirement benefit commences prior to Normal Retirement Date or is payable in a form other than an annuity for the life of the former employee only, the supplemental retirement benefit shall be adjusted to the same extent as under the Retirement Plan. The Committee shall, however, direct that the supplemental retirement benefit payable with respect to a former employee be paid as an actuarially equivalent single sum payment if such supplemental retirement benefit has a present value of less than $5,000. In determining actuarial equivalency of a single sum payment in cash, the interest rate used shall be the “applicable interest rate” and the mortality table used shall be the “applicable mortality table.” The term “applicable mortality table” means the mortality table prescribed in Revenue Ruling 2001-62. The term “applicable interest rate” for any month is the annual interest rate on 30-year Treasury securities as specified by the Commissioner of Internal Revenue for that month in Revenue Rulings, Notices or other guidance, published in the Internal Revenue Bulletin. The “applicable interest rate” shall be determined only once with respect to each Plan Year with respect to which a distribution is to be made, using the rate for the month of August preceding the Plan Year.

Section 4. Supplemental Profit-Sharing Balances.

(a) Supplemental profit-sharing awards were credited under the Plan for periods prior to January 1, 2002. Except as provided in Section 6, supplemental profit-sharing balances are deemed to be invested in an interest bearing investment selected by the Committee. The amount of a Highly Compensated Employee’s or Executive Participant’s supplemental profit-sharing balances under this Plan shall be the aggregate amount of such awards together with any deemed investment gain thereon and less any deemed investment loss.

(b) Supplemental profit-sharing balances and deemed investment gain thereon shall be fully vested and nonforfeitable.

(c) Supplemental profit-sharing plan balances shall be paid by a single sum payment as soon as practicable following termination of employment, subject to Section 6.

(d) Subject to Section 6, a Highly Compensated Employee or Executive Participant may designate a beneficiary to receive the unpaid portion of his supplemental profit-sharing balances in the event of his death. The designation shall be made in a writing filed with the Committee on a form approved by it signed by the Highly Compensated Employee or Executive Participant. If no effective designation of beneficiary shall be on file with the Committee when supplemental profit-sharing balances would otherwise be distributable to a beneficiary, then such balances shall be distributed to the spouse of the Highly Compensated Employee or Executive Participant or, if there is no spouse, to the executor of the will or the administrator of his estate or, if no such executor or administrator shall be appointed within six months after his death, the Committee shall direct that distribution be made, in such shares as the Committee shall determine, to the child, parent or other blood relative of such Highly Compensated Employee or Executive Participant or to such other person or persons as the Committee may determine.

Section 5. Funding. Benefits under this Plan shall not initially be funded in order that the Plan may be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. The Company may, however, segregate assets which are intended to be a source for payment of benefits hereunder for Executive Participants. In the event benefits hereafter determined to be taxable for Executive Participants prior to actual receipt thereof and subject to Section 6, a

payment shall be made to such Executive Participants in an amount sufficient to pay such taxes notwithstanding that an Executive Participant may not then have terminated service or that the payment is being made prior to the date that benefits would otherwise be paid under the Retirement Plan. Amounts so paid shall then be used as an offset to the supplemental retirement benefits, if any, thereafter payable which shall also be paid in an actuarially equivalent lump sum promptly upon the later of termination of service or attainment of age 55. In determining actuarial equivalence of a single sum payment in cash, there shall be used the “applicable interest rate” and “applicable mortality table” referred to in Section 3(b).

Section 6. Grantor Trusts and Segregated Accounts. Notwithstanding Section 5 of this Plan, the Company may provide for the establishment of Grantor Trusts and Segregated Accounts by or for the benefit of individual Executive Participants to provide for the payment of benefits (other than supplemental tax deferred amounts and related Company matching awards pursuant to Section 7) under this Plan, consistent with the following provisions:

(a) The Trustee of the Grantor Trusts shall be a bank or trust company approved by the Company and established under the laws of the United States or a state within the United States and having either total assets of at least $15 billion or trust assets of at least $25 billion. Each Grantor Trust shall be established pursuant to a trust agreement having terms and provisions approved by the Company and consistent with this Section. The Grantor Trust shall be solely for the purpose of providing benefits under the Plan with respect to the Executive Participant, and neither the Company nor any creditors of the Company shall have any interest in the assets of the Grantor Trust. The Company shall be the administrator of the Grantor Trust, and shall have such powers as are granted by the trust agreement.

(b) The Company shall pay the fees and expenses of the Trustee and all the expenses for the management and administration of each Grantor Trust and Segregated Account for all periods prior to the Executive Participant’s termination of employment, and for a period of sixty (60) days thereafter and for any further period as may be authorized by the Company, and shall indemnify the Executive Participant against any liability or cost in respect thereof, including any tax liabilities or costs.

(c) Each Segregated Account shall be a savings or other type of account approved by the Company established with a bank or trust company approved by the Company and established under the laws of the United States or a state within the United States and having either total assets of at least $15 billion or trust assets of at least $25 billion, or other form of segregated account with such a bank or trust company or other financial institution approved by the Company, in each case with such terms and provisions as are approved by the Company and consistent with this Section.

(d) The Company may from time to time make contributions to either the Grantor Trust, or Segregated Account if directed by an Executive Participant, in amounts which when added to the existing balances in the Executive Participant’s Grantor Trust and Segregated Account will be approximately equal to the present value of the after tax equivalent of the Executive Participant’s accrued benefits under Sections 3 and 4.

(e) As promptly as practicable after the Executive Participant’s termination of employment, whether by retirement, death or otherwise, the Company may make a final contribution to the Executive Participant’s Grantor Trust, or Segregated Account if directed by the Executive Participant, in an amount which when added to the existing balances in the

Executive Participant’s Grantor Trust and Segregated Account, will be equal to (i) the sum of the present value of the after tax equivalent of (A) if the termination of employment is not by reason of the death of the Executive Participant, the Executive Participant’s benefit under Section 3, or if the termination of employment is by reason of the death of the Executive Participant, the Executive Participant’s benefit under Section 3 immediately prior to his death and (B) the Executive Participant’s supplemental profit-sharing benefit under Section 4, offset by (ii) any amounts previously actually withdrawn by the Executive Participant from his Grantor Trust or Segregated Account and income which would have been earned thereon, calculated as provided in paragraph (k) of this Section 6.

(f) Amounts in a Grantor Trust or Segregated Account shall be invested separately as to amounts representing the Executive Participant’s supplemental retirement benefit under Section 3 and the Executive Participant’s supplemental profit-sharing benefit under Section 4. Supplemental retirement benefit amounts invested in a Grantor Trust shall be invested solely in the Northern Trust Institutional Funds Intermediate Bond Portfolio to the extent practicable and otherwise in the Northern Trust Institutional Funds Diversified Assets Portfolio. As soon as practicable after the Executive Participant’s 60th birthday, one-half of the amounts held in the Northern Trust International Funds Intermediate Bond Portfolio attributable to supplemental retirement benefits, and as soon as practicable after the Executive Participant’s 63rd birthday, the remainder of the amounts held in the Northern Trust Institutional Funds Intermediate Bond Portfolio attributable to supplemental retirement benefits, shall be invested solely in the Northern Trust Institutional Funds Diversified Assets Portfolio, provided that supplemental retirement benefit amounts shall not be transferred from the Northern Trust Institutional Funds Intermediate Bond Portfolio to the Northern Trust Institutional Funds Diversified Assets Portfolio after the Executive Participant’s 60th birthday or the Executive Participant’s 63rd birthday if the amount held in the Northern Trust Institutional Funds Intermediate Bond Portfolio attributable to supplemental retirement benefits is in a “loss position.” The amount held in the Northern Trust Institutional Funds Intermediate Bond Portfolio attributable to supplemental retirement benefits shall be in a “loss position” on the Executive Participant’s 60th birthday if the current market value thereof at the Executive Participant’s 60th birthday is less than 95% of the actuarial present value of the Executive Participant’s supplemental retirement benefit calculated as of the end of the prior calendar year. The amount held in the Northern Trust Institutional Funds Intermediate Bond Portfolio attributable to supplemental retirement benefits shall be in a “loss position” on the Executive Participant’s 63rd birthday if the current market value thereof at the Executive Participant’s 63rd birthday is less than 50% of 95% of the actuarial present value of the Executive Participant’s supplemental retirement benefit calculated as of the end of the prior calendar year. The Company shall notify the Trustee promptly after the end of each calendar year of the actuarial present value of the Executive Participant’s supplemental retirement benefit. In the event that transfers cannot be made as soon as practicable after the Executive Participant’s 60th or 63rd birthday because the amount of the Northern Trust Institutional Funds Intermediate Bond Portfolio attributable to supplemental retirement benefits is then in a “loss position,” the amounts attributable to supplemental retirement benefits shall be transferred as soon as practicable after the amount of the Northern Trust Institutional Funds Intermediate Bond Portfolio attributable to supplemental retirement benefits is no longer in a “loss position.” Supplemental profit-sharing balances invested in a Grantor Trust shall be invested in one or more of (i) the Northern Trust Institutional Funds Diversified Asset Portfolio, (ii) MFS Institutional Emerging Equities Fund, (iii) PIMCO Total Return Fund, (iv) Fidelity Value Fund, (v) Fidelity International Growth and Income Fund, (vi) Fidelity Equity Income Fund, (vii) Fidelity Blue Chip Growth Fund, (viii) Spartan Total Market Index Fund or (ix) Vanguard Index 500, in such portions as are elected by the Executive Participant on a

written election form approved by and filed with the Committee, all to the extent practicable and otherwise in the Northern Trust Institutional Funds Diversified Asset Portfolio. The Executive Participant may change such election at any time by filing a new written election form with the Committee. The Committee shall promptly notify the Trustee as to any such elections or changes therein. Supplemental retirement benefit amounts and supplemental profit-sharing balances invested in a Segregated Account shall be invested solely in the Northern Trust Institutional Funds Diversified Asset Portfolio. In lieu of the calculation of investment gain or loss on supplemental profit-sharing balances prescribed by Section 4(a), an Executive Participant’s profit-sharing balance under Section 4 shall include the actual investment gain or loss on supplemental profit-sharing balances invested in accordance with this paragraph (f).

(g) The Executive Participant may designate a beneficiary to receive amounts held in his Grantor Trust in the event of his death. The designation shall be made in a writing filed with the Committee on a form approved by it and signed by the Executive Participant. The Committee shall notify the Trustee as to any such designation or changes therein. The provisions of Section 3(a) and (b) and Section 4(d), providing for the payment of benefits to the Surviving Spouse of the Executive Participant, or other person designated by the Executive Participant or the Committee, in the event of the death of the Executive Participant, shall not apply to amounts in the Executive Participant’s Grantor Trust or Segregated Account.

(h) The Company shall make payments to the Executive Participant (or his beneficiary) from time to time in the approximate amounts required to compensate the Executive Participant (or his beneficiary) for additional federal, state and local taxes on income resulting from the inclusion in the Executive Participant’s or beneficiary’s taxable income of contributions to the Executive Participant’s Grantor Trust and Segregated Account, the final payment pursuant to paragraph (e) of this Section 6, and the income of the Grantor Trust and Segregated Account for periods prior to termination of employment (including amounts paid by the Company pursuant to paragraphs (b) and (e) of this Section 6).

(i) An Executive Participant may elect to transfer all or any portion of the funds in his Grantor Trust to his Segregated Account, or to transfer all or any portion of the funds in his Segregated Account to his Grantor Trust, upon written notice of not less than sixty (60) days to the Company and the Trustee and the financial institution with which the Segregated Account is established.

(j) An Executive Participant may withdraw all or any portion of the funds in his Grantor Trust or Segregated Account at any time upon not less than sixty (60) days written notice to the Company and to the Trustee, or the financial institution with which the Segregated Account is established, as the case may be.

(k) Benefits payable to an Executive Participant or Surviving Spouse or other beneficiary under Sections 3 and 4 shall be offset by the pre-tax equivalent of amounts in the Executive Participant’s Grantor Trust and Segregated Account at the time of the Executive Participant’s termination of employment, including any final contribution or payment pursuant to paragraph (e) of this Section 6, and by the present value of the pre-tax equivalent of any amounts withdrawn by the Executive Participant from his Grantor Trust or Segregated Account, plus the amounts of income which would have been earned on such withdrawn amounts from the time of withdrawal until the time of termination of employment, calculated by applying an earnings rate equal to the after-tax equivalent of an interest rate equal to the

average monthly yield on ten year coupon U.S. Treasury bonds (as published by the Federal Reserve) for the month of determination and the prior five months.

(l) The Grantor Trust shall terminate upon the expiration of sixty (60) days following the termination of employment of the Executive Participant, unless continued by agreement between the Executive Participant and the Trustee.

(m) Upon the making of the final contribution or other payment pursuant to paragraph (e) of this Section 6, and the payment pursuant to paragraph (h) of this Section 6 in respect of additional taxes resulting from such final contribution or payment, the Company shall have no further liability for benefits otherwise payable under Sections 3 and 4 to the Executive Participant or his Surviving Spouse, estate or other beneficiaries.

(n) The provisions of this Section 6 shall supersede the provisions of any other Section of this Plan to the extent such other provisions might be considered to conflict with the provisions of this Section 6.

Section 7. Supplemental Tax Deferred Amounts And Related Company Matching Awards.

(a) Supplemental tax deferred amounts and related Company matching awards were credited under the Plan for periods prior to January 1, 2002. Supplemental tax deferred amounts and related Company matching awards are deemed to be invested in an interest bearing investment selected by the Committee. The amount of a Highly Compensated Employee’s or Executive Participant’s supplemental tax deferred balances and related Company matching award balances under this Plan shall be the aggregate amount of such awards together with any deemed investment gain thereon and less any deemed investment loss.

(b) Supplemental tax deferred balances and related Company matching awards under this Plan and deemed investment gain thereon shall be fully vested and nonforfeitable.

(c) Balances under this Section 7 shall be paid by a single sum cash payment as soon as practicable following termination of employment.

(d) A Highly Compensated Employee or Executive Participant may designate a beneficiary to receive the unpaid portion of his supplemental tax deferred contribution balances and related Company matching award balances in the event of his death. The designation shall be made in a writing filed with the Committee on a form approved by it and signed by the Highly Compensated Employee or Executive Participant. If no effective designation of beneficiary shall be on file with the Committee when benefits under this Section 7 would otherwise be distributable to a beneficiary, then such benefits shall be distributed to the spouse of the Highly Compensated Employee or Executive Participant or if there is no spouse, to the executor of the will or the administrator of his estate or, if no such executor or administrator shall be appointed within six months after his death, the Committee shall direct that distribution be made, in such shares as the Committee shall determine, to the child, parent or other blood relative of such Highly Compensated Employee or Executive Participant or to such other person or persons as the Committee may determine.

Section 8. Administration. This Plan shall be administered by the Committee. All decisions and interpretations of the Committee shall be conclusive and binding on the

Company and Highly Compensated Employees and Executive Participants. The Plan may be amended or terminated by the Board of Directors of ACCO World Corporation at any time; provided, however, that no such amendment or termination shall deprive any Highly Compensated Employee or Executive Participant of supplemental retirement benefits accrued to the date of such amendment or termination or modify the last three sentences of Section 5 in a manner adverse to any Executive Participant. The Committee shall maintain records of supplemental profit-sharing awards and supplemental tax deferred amounts and related Company matching awards pursuant to Section 7 and the assumed investment thereof and records for the calculation of supplemental retirement benefits.

Section 9. Nonassignability. No Highly Compensated Employee or Executive Participant or Surviving Spouse or beneficiary shall have the right to assign, pledge or otherwise dispose of any benefits payable to him hereunder nor shall any benefit hereunder be subject to garnishment, attachment, transfer by operation of law, or any legal process.