EXHIBIT 10o1
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(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 as referred to
in Sections 201(a)(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 and profit-sharing benefits notwithstanding
the limitations imposed by the Internal Revenue Code on retirement and
profit-sharing 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) "Allocation" means the Company contribution allocated to the
accounts of a Profit-Sharing Plan participant under the Profit-Sharing Plan
for a Plan Year.
(c) "Committee" means the Administrative Committee administering
the Retirement Plan.
(d) "Company" means ACCO World Corporation, a Delaware
corporation, and its successors and assigns, and ACCO USA, Inc., and its
successors and assigns.
(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(a)(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 and Profit-
Sharing Plan provisions adopted pursuant to Section 415 of the Internal
Revenue Code to limit (i) annual Retirement Plan benefits pursuant to
Section 415(b) thereof, (ii) annual additions to the Profit-Sharing Plan
pursuant to Section 415(c) thereof and (iii) the aggregate of annual
Retirement Plan benefits and additions to the Profit-Sharing Plan pursuant
to Section 415(e) thereof.
(h) "401(a)(17) Limitations" means the Retirement Plan and
Profit-Sharing 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 and Profit-Sharing Plan contributions to
$150,000, effective as of January 1, 1994 (or such greater amount permitted
for such year in accordance with regulations promulgated by the Secretary
of the Treasury or his delegate).
(i) "402(g) Limitations" means the Profit-Sharing Plan
provisions adopted pursuant to Section 402(g) of the Internal Revenue Code
to limit Employee Salary Reduction Contributions and Cash Option
Contributions (as such terms are defined in the Profit-Sharing Plan) to
$7,000 annually (or such greater amount permitted in accordance with
regulations promulgated by the Secretary of the Treasury or his delegate).
(j) "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.
(k) "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.
(l) "Highest Three-Year Average Earnings" means the total
compensation of an employee paid in the three consecutive Plan Years within
such employee's period of service considered for purposes of computing his
benefits hereunder that provide the highest aggregate of compensation
divided by three.
(m) "Normal Retirement Date" means the last day of the calendar
month in which a person's 65th birthday occurs.
(n) "Plan Year" means the calendar year.
(o) "Profit-Sharing Plan" means the ACCO World Corporation
Profit-Sharing Plan as amended from time to time.
(p) "Retirement Plan" means the ACCO World Corporation Pension
Plan for Salaried and Certain Hourly Paid Employees as amended from time to
time.
(q) "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.
(r) "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.
(s) "Tax Deferred Contributions" means salary reduction
contributions elected to be made to the Profit-Sharing Plan pursuant to
Section 401(k) of the Internal Revenue Code.
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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; provided, however, that the
aggregate annual retirement benefits payable under this Plan, the
Retirement Plan and the Affiliated Plans shall not exceed the lesser of
$225,000 or the Highly Compensated Employee's or Executive Participant's
Highest Three-Year Average Earnings. 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.
(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 and in the
same manner as the payment of the benefits payable 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 $3,500. In determining actuarial equivalency of
a single sum payment in cash, there shall be used 120% of the applicable
monthly immediate annuity purchase interest rate which would be used by the
Pension Benefit Guaranty Corporation for the purpose of determining the
present value of a single sum distribution on plan termination and the
mortality table used at the time under the Retirement Plan for funding
purposes.
Section 4. Supplemental Profit-Sharing Benefits.
(a) In the event that the Allocation under the Profit-Sharing
Plan is limited by the 401(a)(17) Limitations and the 415 Limitations for
1989 or any subsequent Plan Year for a Highly Compensated Employee or
Executive Participant, the Highly Compensated Employee or Executive
Participant shall receive a supplemental profit-sharing award under this
Plan for such Plan Year equal to the difference between (i) the Allocation
actually made to the Highly Compensated Employee or Executive Participant
and (ii) the Allocation that would have been made to the Profit-Sharing
Plan for such Plan Year if the 401(a)(17) Limitations and the 415
Limitations were not contained therein.
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(b) In the event that, in addition to the limitations specified
in (a) of this Section 4, all or any part of the Cash Option Contribution
(as such term is defined in the Profit-Sharing Plan) cannot be maintained
in the Profit-Sharing Plan for any Plan Year as a result of the 402(g)
Limitations for any eligible Executive Participant as described in the next
sentence, the Executive Participant shall receive a supplemental profit-
sharing award under this Plan equal to the Cash Option Contribution or part
thereof which would have been allocated to the respective Executive
Participant under the Profit-Sharing Plan for such Plan Year but for the
402(g) Limitation. In order to be eligible for the benefit described in
this paragraph (c) for any Plan Year, the Executive Participant must has a
base salary rate and target bonus salary rate and target bonus at the
beginning of such Plan Year projected to provide earnings of at least three
times the Social Security wage base for the Plan Year.
(c) Except as provided in Section 6, the award for any Plan Year
shall be made as of the first day of the following year and shall be deemed
to be thereafter 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 benefits under this Plan shall be
the aggregate amount of such awards together with any deemed investment
gain thereon and less any deemed investment loss.
(d) Supplemental profit-sharing awards and deemed investment
gain thereon shall be fully vested and nonforfeitable.
(e) Supplemental profit-sharing plan benefits shall be paid by a
single sum payment as soon as practicable following termination of
employment, subject to Section 6.
(f) 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 benefits 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 benefits 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 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
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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 interest rate which would be used by the
Pension Benefit Guaranty Corporation for the month preceding the month for
which the determination is required for the purpose of determining the
present value of a single sum distribution on plan termination and the UP-
1984 unisex mortality table.
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
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approximately equal to the present value of the after tax equivalent of the
Executive Participant's accrued benefits under Sections 3 and 4.
(e) Unless the Grantor Trust has previously been terminated as a
result of the Executive Participant's actual or deemed withdrawal of all
amounts in his Grantor Trust and Segregated Account, as provided in
paragraph (l) of this Section 6, 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, except for any balances which are attributable to amounts deemed
withdrawn previously and the income earned thereon, 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. If
prior to the Executive Participant's termination of employment his Grantor
Trust has previously been terminated as a result of the Executive
Participant's actual or deemed withdrawal of all amounts in his Grantor
Trust and Segregated Account, as promptly as practicable following such
termination of employment the Company may make a final payment to the
Executive Participant, or in the event of the death of the Executive
Participant his personal representative, in an amount 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) the amounts previously withdrawn or
deemed withdrawn by the Executive Participant from his Grantor Trust and
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 Chase Manhattan Fixed Income Fund to the extent
practicable and otherwise in the Chase Manhattan Personal Trust Market Rate
Account. Supplemental profit-sharing benefit amounts invested in a Grantor
Trust shall be invested in one or more of (i) the Vista U.S. Government
Income Fund, (ii) the Vista Balanced Fund, (iii) the Chase Manhattan
Personal Trust Market Rate Account or (iv) the Chase Manhattan Equity
Income Fund, 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 Chase Manhattan Personal Trust
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Market Rate Account. 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 benefit amounts invested in a Segregated Account shall be
invested solely in the Chase Manhattan Personal Trust Market Rate Account.
In lieu of the calculation of investment gain or loss on supplemental
profit-sharing awards prescribed by Section 4(c), an Executive
Participant's profit-sharing benefit under Section 4 shall include the
actual investment gain or loss on supplemental profit-sharing benefit
amounts invested in accordance with this paragraph (f) (and not deemed
withdrawn pursuant to paragraph (j) of this Section 6).
(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(f), 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 if
the Grantor Trust has been terminated prior to the Executive Participant's
termination of employment, 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. In the event of any such withdrawal,
subject to the last sentence of this paragraph (j), (i) for purposes of
paragraphs (e), (f), (h), (k) and (l) of this Section 6 the Executive
Participant shall be deemed to have made a complete withdrawal of the funds
in his Grantor Trust and Segregated Account at such time, (ii) no further
contributions shall be made thereafter by the Company to the Executive
Participant's Grantor Trust or Segregated Account until the time of the
Executive Participant's termination of employment, at which time the final
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contribution or payment described in paragraph (e) of this Section 6 may be
made by the Company, and (iii) no further payments pursuant to paragraph
(h) of this Section 6 shall be made with respect to income of the Grantor
Trust or Segregated Account. The Compensation and Stock Option Committee
of American Brands, Inc. in the case of an Executive Participant who is the
Chief Executive Officer of the Company, and the Corporate Employee Benefits
Committee of American Brands, Inc. in the case of all other Executive
Participants, may determine, however, that, on the basis of hardship, (A)
the Executive Participant shall not be deemed to have withdrawn any amounts
not actually withdrawn, and payments pursuant to paragraph (h) of this
Section 6 shall continue to be made with respect to income of the Executive
Participant's Grantor Trust or Segregated Account on amounts so determined
not deemed to have been withdrawn, and also may determine (independently of
any determination pursuant to clause (A) of this sentence) that (B)
notwithstanding such withdrawal, contributions by the Company to the
Executive Participant's Grantor Trust or Segregated Account shall continue
to be made thereafter, as provided in paragraph (e) of this Section 6,
until the time of the Executive Participant's termination of employment.
(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 (except for any amounts which are attributable to
amounts deemed withdrawn previously pursuant to paragraph (j) of this
Section 6 and the income earned thereon), 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 or deemed
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 l20% of the applicable monthly immediate annuity purchase
interest rate which would be used by the Pension Benefit Guaranty
Corporation from time to time during such periods for the purpose of
determining the present value of a single sum distribution on plan
termination.
(l) The Grantor Trust of an Executive Participant shall
terminate upon the actual or deemed withdrawal by the Executive Participant
of all amounts in the Grantor Trust and in his Segregated Account. The
Grantor Trust also 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
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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) A Highly Compensated Employee or Executive Participant who
is a participant in the Profit-Sharing Plan and whose Tax Deferred
Contributions are limited by the 40l(a)(17) Limitations may elect that the
Company reduce his compensation and credit him with a supplemental tax
deferred amount under this Plan for any Plan Year equal to the difference
between (i) an amount up to the maximum Tax Deferred Contribution that the
Highly Compensated Employee or Executive Participant could have elected to
be made to the Profit-Sharing Plan but for the 40l(a)(17) Limitations and
(ii) the maximum Tax Deferred Contribution that the Highly Compensated
Employee or Executive Participant could have elected to be made to the
Profit-Sharing Plan with his compensation subject to the 40l(a)(17)
Limitations; provided that the sum of the Tax Deferred Contributions to the
Profit-Sharing Plan and the supplemental tax deferred amount credited under
this Plan for a Highly Compensated Employee or Executive Participant for
any Plan Year shall not exceed the 402(g) Limitation for such Plan Year.
(b) A Highly Compensated Employee or Executive Participant who
is credited with a supplemental tax deferred amount under Section 7(a)
shall also be credited with a related Company matching award equal to his
supplemental tax deferred amount for any Plan Year.
(c) An election by a Highly Compensated Employee or Executive
Participant pursuant to paragraph (a) must be made by filing a form
approved by the Committee with the Committee no later than the beginning of
the Plan Year for which the election is to be effective specifying the
supplemental tax deferred amount elected; provided that if a Highly
Compensated Employee or Executive Participant does not become eligible to
elect Tax Deferred Contributions to the Profit-Sharing Plan until after the
first day of a Plan Year, the Highly Compensated Employee or Executive
Participant may file his election pursuant to paragraph (a) for such Plan
Year with the Committee no later than the effective date of the Highly
Compensated Employee's or Executive Participant's eligibility to make Tax
Deferred Contributions. An election pursuant to this paragraph will
continue in effect for subsequent Plan Years unless changed by the Highly
Compensated Employee or Executive Participant by filing a form approved by
the Committee with the Committee prior to the beginning of the Plan Year
for which such change is to be effective. The election shall be
irrevocable for any Plan Year.
(d) The supplemental tax deferred amounts and Company matching
awards pursuant to this Section 7 shall be deemed to have been made as of
the first day of the Plan Year for which the election made pursuant to
paragraph (c) is effective and shall be deemed to be thereafter 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 amounts and related Company matching award benefits under this
Plan shall be the aggregate amount of such awards together with any deemed
investment gain thereon and less any deemed investment loss.
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(e) Supplemental tax deferred amounts and related Company
matching awards under this Plan and deemed investment gain thereon shall be
fully vested and nonforfeitable.
(f) Benefits under this Section 7 shall be paid by a single sum
cash payment as soon as practicable following termination of employment.
(g) A Highly Compensated Employee or Executive Participant may
designate a beneficiary to receive the unpaid portion of his supplemental
tax deferred contribution amounts and related Company matching award
benefits 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.
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