EXHIBIT 10.13
FY2002 NEBS PERFORMANCE RESTRICTED STOCK PLAN
(EFFECTIVE JULY 1, 2001)
This Performance Restricted Stock Plan (the "Plan") was adopted by the
Organization and Compensation Committee of the Board of Directors of New England
Business Service, Inc. (the "Company") on August 2, 2001 for the purpose of
providing incentive compensation for senior executives of the Company in lieu of
an annual grant of stock options. This Plan shall be governed by the following
definitions and calculations.
I. Participants. The participants in the Plan for the 2002 fiscal year of the
Company (the "Year") and their respective target bonus amounts shall be as
follows:
Chairman, President & Chief Executive Officer $300,000
Senior Vice President & President, Diversified Operations $200,000
Senior Vice President & President, Chiswick $200,000
Senior Vice President & President, PremiumWear $200,000
Senior Vice President & President, NEBS Direct Marketing $200,000
Senior Vice President & President, International $200,000
Senior Vice President, Chief Financial Officer & Treasurer $200,000
Senior Vice President, Manufacturing & Technical Operations $200,000
Senior Vice President, Information Systems $100,000
Senior Vice President, Human Resources $100,000
Vice President, Corporate Controller $100,000
Vice President, General Counsel & Secretary $100,000
Calculation of Actual Bonus. The actual bonus of each participant shall be
calculated based on the actual earnings per share of the Company's common
stock for the Year ("EPS") vs. the targeted objective established by the
Organization and Compensation Committee. No bonus shall be paid if the
Company's EPS is more than $.20 below targeted EPS.
A. Chairman, President & Chief Executive Officer.
The actual bonus of this participant shall be calculated as follows:
$300,000 will be earned for the achievement of targeted EPS. Each
$.01 per share increase in EPS above target equals $15,000
additional bonus pay-out with a maximum payment equal to $450,000.
Each $.01 decrease in EPS below target equals a reduction in payment
of $7,500. No bonus shall be paid if earnings per share is more than
$.20 below targeted EPS.
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B. Senior Vice President & President, Diversified Operations; Senior
Vice President & President, Chiswick; Senior Vice President &
President, PremiumWear; Senior Vice President & President, NEBS
Direct Marketing; Senior Vice President & President, International;
Senior Vice President, Chief Financial Officer & Treasurer; Senior
Vice President, Manufacturing & Technical Operations
The actual bonuses of these participants shall be calculated as
follows:
$200,000 will be earned for the achievement of targeted EPS. Each
$.01 per share increase in EPS above target equals $10,000
additional bonus pay-out with a maximum payment equal to $300,000.
Each $.01 decrease in EPS below target equals a reduction in payment
of $5,000. No bonus shall be paid if earnings per share is more than
$.20 below targeted EPS.
C. Senior Vice President, Information Systems; Senior Vice President,
Human Resources; Vice President, Corporate Controller; Vice
President, General Counsel & Secretary
The actual bonuses of these participants shall be calculated as
follows:
$100,000 will be earned for the achievement of targeted EPS. Each
$.01 per share increase in EPS above target equals $5,000 additional
bonus pay-out with a maximum payment equal to $150,000. Each $.01
decrease in EPS below target equals a reduction in payment of
$2,500. No bonus shall be paid if earnings per share is more than
$.20 below targeted EPS.
D. Bonus Payments. Bonus payments will be in the form of NEBS Stock
with a share price which is established at the close of trading on
the New York Stock Exchange on the third business day following the
issuance of the press release disclosing the Company's financial
results for the fourth fiscal quarter of the Year. Stock awarded
under the Plan will be in the form of restricted stock issued
pursuant to the New England Business Service Inc. Stock Compensation
Plan, with terms and conditions detailed in the form of a Restricted
Stock Award Agreement attached hereto as Schedule A.
II. Certain Definitions and Other Provisions.
A. For purposes of calculating the actual bonuses, EPS shall mean basic
earnings per share, determined in accordance with all of the
accounting policies employed in the preparation of the Company's
audited financial statements for the Year.
B. Actual or targeted EPS may, at the discretion of the Organization
and Compensation Committee, be adjusted to eliminate the effect of
(i) either the acquisition or the divestiture by the Company of any
subsidiary or division during the Year, and/or (b) the imposition
during the Year by
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Massachusetts or any other state or states of sales taxes on
services, materials or supplies purchased by the Company or any
subsidiary of the Company the effect of which is not allowed for in
the Company's annual budget for the 2002 fiscal year or (c) any
abatement of taxes or material increase or decrease in Federal or
State corporate tax rates. It is the intention of the Organization
and Compensation Committee that any such discretionary adjustment
shall be made by it, and shall be announced to the affected
participants, promptly after the occurrence of a motivating event,
but the failure to act promptly shall not deprive the Committee of
its power to make such an adjustment at a later date.
C. Should a participant die, retire, or become totally disabled during
the Year, he or his estate shall be entitled to receive a bonus
pro-rated based on the number of days from the beginning of the Year
to the date of death, retirement or disability, divided by 365.
Should a participant's employment by the Company or any subsidiary
business unit be terminated for any other reason, payment of any
bonus hereunder for the Year in which such termination occurs is at
the sole discretion of the Organization and Compensation Committee.
D. If a participant assumes a new position during the Year, the
Organization and Compensation Committee may make an appropriate
adjustment to his target bonus and/or the means of calculating his
actual bonus, effective from and after that event.
E. If a Change in Control event (as defined in Paragraph J below)
occurs, the Company will within sixty (60) days following such event
pay each participant a prorated bonus through the date thereof as
hereinafter provided, whereupon this Plan will terminate. The bonus
payment hereunder will be the greater of (i) 50% of the targeted
bonus or (ii) the target bonus amount multiplied by a fraction, the
numerator of which is the number of days from the beginning of the
Year to the date of the Change in Control, and the denominator of
which is 365. Anything contained in this Plan to the contrary
notwithstanding, any payments under this Plan following the
occurrence of a Change in Control event shall be made solely in
cash.
F. In the event of any material, unusual and non-recurring charge to
income, purchase or sale of any material business unit by the
Company, or other material event affecting the ability of the
Company to achieve the targeted EPS established under this Plan, the
Organization and Compensation Committee shall review such EPS target
and make such adjustments with respect thereto as it deems
reasonable and equitable in light of the purposes of this Plan. Any
and all adjustments made by the Organization and Compensation
Committee under this paragraph shall be finding and binding on the
Company and all participants.
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G. The Organization and Compensation Committee may in its discretion
terminate the Plan as of the end of any fiscal quarter. If the Plan
is so terminated, the Company shall pay out bonuses to the
participants in such amounts as are appropriate and equitable in
light of the Company's performance through the end of such quarter
and the targets established hereunder. The determination of the
amount of any bonuses payable under this paragraph shall be made by
the Organization and Compensation Committee, which determination
shall be final and binding on the Company and all participants.
H. Nothing contained in this Plan shall confer, and no grant of a bonus
hereunder shall be construed as conferring, upon any employee any
right to continue in the employment of the Company or any subsidiary
of the Company or to interfere in any way with the right of the
Company or any subsidiary to terminate the employee's employment at
any time or increase or decrease his compensation from the rate in
existence as of the effective date of this Plan or the granting of
any bonus hereunder.
I. This Plan shall be effective commencing July 1, 2001.
J. A "Change in Control" shall be deemed to have occurred if any of the
events set forth in any of the following subparagraphs shall have
occurred:
(1) any Person (as defined below) is or becomes the Beneficial
Owner (as defined below), directly or indirectly, of
securities of the Company representing 35% or more of either
the then outstanding shares of common stock of the Company or
the combined voting power of the Company's then outstanding
securities, excluding any Person who becomes such a Beneficial
Owner in connection with a transaction described in
subparagraph (3)(a) below;
(2) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals
who, on the date this Plan was adopted, constitute the Board
and any new director (other than a director whose initial
assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board of
Directors or nomination for election by the Company's
stockholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then in office who either
were directors on the date this Plan was adopted or whose
appointment, election or nomination for election was
previously so approved or recommended;
(3) there is consummated a merger or consolidation of the Company
or any direct or indirect subsidiary of the Company with
another corporation, other than (a) a merger or consolidation
which would
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result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing
to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or
any parent thereof) at least 60% of the combined voting power
of the securities of the Company or such surviving entity or
any parent thereof outstanding immediately after such merger
or consolidation, or (b) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such
Person any securities acquired directly from the Company of
its Affiliates (as defined below)) representing 35% or more of
the combined voting power of the Company's then outstanding
securities; or
(4) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at
least 60% of the combined voting power of the voting
securities of which are owned by stockholders of the Company
in substantially the same proportions as their ownership of
the Company immediately prior to such sale.
For purposes of the foregoing definition of a Change in Control
event, the following terms have the meanings indicated below:
(i) "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Securities Exchange Act of
1934 (the "Exchange Act");
(ii) "Beneficial Owner" shall have the meaning set forth in Rule
13d-3 under the Exchange Act; and
(iii) "Person" shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (A) the
Company or any of its subsidiaries, (B) a trustee or other
fiduciary holding securities under an employee benefit plan of
the Company or any of its Affiliates, (C) an underwriter
temporarily holding securities pursuant to an offering of such
securities and (D) a corporation owned, directly or
indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock
of the Company.
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SCHEDULE A
NEW ENGLAND BUSINESS SERVICE, INC.
RESTRICTED STOCK AWARD AGREEMENT
(NEW ENGLAND BUSINESS SERVICE, INC. STOCK COMPENSATION PLAN)
PREAMBLE
--------
This restricted stock award agreement (the "Agreement") is made and entered
into as of ______________, 2002 (the "Date of Grant") by New England Business
Service, Inc. (the "Issuer") and _____________________ (the "Executive"), a key
employee of the Issuer or a Subsidiary1 of the Issuer (hereunder individually
and collectively referred to as the "Company").
1. SHARES SUBJECT TO THE RESTRICTED STOCK AWARD.
Pursuant to the provisions of the New England Business Service, Inc. Stock
Compensation Plan (the "Plan"), as in effect on the Date of Grant, the Issuer
hereby grants to the Executive a restricted stock award ("Restricted Stock
Award") of _____________ shares of its Stock (the "Awarded Shares"). The
Awarded Shares are being issued to the Executive in lieu of one hundred percent
(100%) of the gross bonus awarded to the Executive for the fiscal year ended
June 29, 2002 (the "Bonus Award") pursuant to the FY2002 NEBS Performance
Restricted Stock Plan adopted by the Organization and Compensation Committee of
the Board for such fiscal year and are valued for purposes of this Agreement at
$________ per share, the Fair Market Value of a share of Stock on the Date of
Grant, in accordance with and subject to all the terms and conditions of the
Plan and subject to the terms and conditions hereinafter set forth. The Plan
and any amendments are hereby incorporated by reference and made a part hereof.
2. TERMS AND CONDITIONS OF THE RESTRICTED STOCK AWARD.
The issuance of Awarded Shares pursuant to the Restricted Stock Award shall
be subject to the following terms and conditions.
2.1 Withholding Taxes. Notwithstanding anything to the contrary in
Section 2.3(b), the Issuer's obligation to deliver vested Awarded Shares
pursuant to this Restricted Stock Award shall be subject to the Executive's
satisfaction of all applicable federal, state and local income and employment
tax withholding obligations. Without limiting the generality of the foregoing,
the Company shall have the right to deduct from payments of any kind otherwise
due to the Executive any federal, state or local taxes of any kind required by
law to be withheld with respect to any Awarded Shares issued pursuant to this
Restricted Stock Award. The Executive may satisfy such withholding obligations
by having the Company withhold vested and unrestricted Awarded Shares, or by
delivering to the Company already owned unrestricted shares of Stock, having a
Fair Market Value as of the date of delivery of such unrestricted shares equal
to the amount required to be withheld.
2.2 Vesting, Forfeiture or Early Vesting of Unvested Awarded Shares.
(a) Except as provided in this Section 2.2, the Awarded Shares shall
remain unvested and subject to the restrictions of this Section 2.2 and Section
2.3 until the third annual meeting of stockholders of the Issuer that follows
the Date of Grant of the Awarded Shares (the "Vesting Period").
- ------------------------
/1/ Capitalized terms not otherwise defined herein are defined in Section 8
below.
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(i) So long as the Executive's Service continues, the Awarded Shares
shall vest in the Executive (and shall no longer be subject to the restrictions
of this Section 2.2 and Section 2.3 hereof) in accordance with the following
vesting schedule(rounded up to the nearest whole share):
Vesting Schedule
- ---------------------------------------------------------------------------------------------------------------------
Percentage of Awarded Cumulative Percentage
Vesting Date --------------------- of
Shares Vesting Awarded Shares
-------------- Vested
- ---------------------------------------------------------------------------------------------------------------------
Date of 1st annual meeting of 15% 15%
stockholders following Date of
Grant
- ---------------------------------------------------------------------------------------------------------------------
Date of 2nd annual meeting of 35% 50%
stockholders following Date of
Grant
- ---------------------------------------------------------------------------------------------------------------------
Date of 3rd annual meeting of 50% 100%
stockholders following Date of
Grant
- ---------------------------------------------------------------------------------------------------------------------
(ii) If the Executive ceases to perform Service by reason of death,
Disability or Retirement, all Awarded Shares not previously vested pursuant to
this Section 2.2 shall thereupon immediately vest in the Executive (or in the
case of death, in the person or persons to whom the Awarded Shares pass by will
or by the laws of descent and distribution) or his permitted transferees
pursuant to Section 2.3(a) and shall no longer be subject to the restrictions of
this Section 2.2 and Section 2.3 hereof.
(iii) If the Executive voluntarily terminates Service or his Service
is involuntarily terminated for "cause", as determined in good faith by the
Board or Committee (which determination shall be binding on both the Company and
the Executive and/or his permitted transferee(s) pursuant to Section 2.3(a)),
the Awarded Shares not previously vested pursuant to this Section 2.2 shall
thereupon be forfeited in their entirety to the Issuer without any further
action by the Issuer or the Executive and for no consideration.
(iv) If the Executive's Service is involuntarily terminated without
cause, the Awarded Shares not previously vested pursuant to this Section 2.2
shall thereupon be forfeited in their entirety to the Issuer without any further
action by the Issuer or the Executive and for no consideration; provided,
however, that the Committee may, in its sole discretion, waive the forfeiture of
all or any portion of the unvested Awarded Shares and such shares shall
thereupon immediately vest in the Executive and no longer be subject to the
restrictions of this Section 2.2 and Section 2.3 hereof.
(b) Notwithstanding any of the foregoing, if a Change in Control occurs
during the Vesting Period and prior to any forfeiture of all or any portion
of the Awarded Shares pursuant to this Section 2.2, all Awarded Shares that
were not previously
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vested pursuant to this Section 2.2 and not forfeited by termination of the
Executive's Service prior to the occurrence of the Change in Control shall
thereupon immediately vest in the Executive and the restrictions of this
Section 2.2 and Section 2.3 shall terminate.
2.3 Restrictions on Transfer and Escrow of Unvested Awarded Shares;
Delivery of Vested Shares; Stockholder Rights. The Executive hereby agrees to
the following conditions:
(a) Awarded Shares which are not yet vested may not be sold, hypothecated
or otherwise disposed of by the Executive or anyone claiming through him;
provided, however, that Awarded Shares may be transferred by the Executive,
either directly or in trust, to one or more members of Executive's Family, or to
a family partnership or other entity for the exclusive benefit of one or more
members of Executive's Family if and only to the extent that (i) the Executive
notifies the Committee in writing of his desire to transfer Awarded Shares and
the Committee does not within thirty (30) days of such notification advise the
Executive in writing that such transfer will not be allowed and (ii) such Family
member or trust or family partnership for the benefit thereof executes an
agreement to be subject to all of the terms and conditions of this Agreement.
(b) Awarded Shares which are not yet vested shall be held in escrow by the
Issuer. Upon the vesting of any Awarded Shares pursuant to Section 2.2 and
the satisfaction of all obligations imposed by Section 2.1, the Issuer
shall promptly cause a certificate to be issued for the Awarded Shares (or
portion thereof which has vested) and shall deliver such certificate to the
Executive or his permitted transferee(s) pursuant to Section 2.3(a).
(c) Subject to the terms hereof, the Executive shall have all the rights of
a stockholder with respect to the Awarded Shares while they are held in
escrow, and prior to their forfeiture pursuant to Section 2.2, including
without limitation, the right to vote the Awarded Shares, except as
provided in (d) below.
(d) Any dividends declared and paid with respect to the Awarded Shares
while they are held in escrow, and prior to their forfeiture pursuant to
Section 2.2, shall not be paid to the Executive but shall instead be
automatically reinvested in shares of Stock at the Fair Market Value of a
share of Stock on the date of such dividend payment, and such additional
shares of Stock shall be deemed additional Awarded Shares (granted, for
purposes of Section 2.2 only, on the Date of Grant) and shall be subject to
the forfeiture and other provisions of Section 2.2 and this Section 2.3.
2.4 Investment Representation. The Executive shall hold the Awarded
Shares for investment and not with a view to, or for resale in connection with,
any public distribution of such Shares, and if requested, shall deliver to the
Issuer an appropriate certification to that effect. This restriction shall
terminate upon the registration of such Shares under federal securities laws or
if, in the opinion of counsel for the Issuer, such Shares may be resold without
registration.
2.5 Provision of Information. The Issuer will furnish upon request of the
Executive copies of the certificate of incorporation of the Issuer, as amended,
and by-laws of the Issuer, as amended, and such publicly available financial and
other information concerning the Issuer and its business and prospects as may be
reasonably requested by the Executive in connection with the issuance or
purchase of Awarded Shares pursuant to this Agreement.
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2.6 Compliance with the Plan. The Executive shall comply with all terms
and conditions of the Plan (a copy of which is attached hereto) and of this
Agreement. All decisions under, and interpretations of, the provisions of the
Plan and of this Agreement by the Board or by the Committee shall be final,
binding and conclusive upon the Company and its successors and assigns and upon
the Executive and anyone claiming through the Executive.
3. RIGHT TO TERMINATE.
Nothing contained in the Plan or in this Agreement shall restrict the right
of the Company to terminate the employment of the Executive at any time and
for any reason, with or without notice, or shall otherwise affect the terms
and conditions of the Executive's employment except as specifically
provided in either the Plan or in this Agreement.
4. ADJUSTMENT IN SHARES.
Appropriate adjustment shall be made by the Board or by the Committee in
the number and kind of the Awarded Shares issued pursuant to this
Restricted Stock Award to give effect to any stock dividends, stock splits,
stock combinations, recapitalizations and other similar changes in the
capital structure of the Issuer after the Date of Grant. In the event of a
change of the Stock resulting from a merger or similar reorganization as to
which the Issuer is the surviving corporation, or sale of all or
substantially all of the assets of Issuer to a corporation that does not
result in a Change in Control, the number and kind of the Awarded Shares
issued pursuant to this Agreement shall be appropriately adjusted in such a
manner as the Board or the Committee shall deem equitable to prevent
dilution or enlargement of the rights granted hereunder.
5. RESTRICTIONS ON TRANSFER OF STOCK.
The Awarded Shares shall be subject to any restrictions then in effect
pursuant to the certificate of incorporation or by-laws of the Issuer and
to any other restrictions or provisions attached hereto and made a part
hereof or set forth in any other contract or agreement binding on the
Executive.
6. NOTICE CONCERNING TAX MATTERS.
The Company makes no representation about the tax treatment to the
Executive with respect to the receipt of the Restricted Stock Award or the
acquisition, holding or disposition of the Awarded Shares. THE EXECUTIVE IS
URGED TO CONSULT A PROFESSIONAL TAX ADVISER OF HIS OR HER OWN CHOOSING FOR
ADVICE AS TO THE TAX CONSEQUENCES (INCLUDING THE APPLICATION OF SECTION 83 OF
THE CODE) OF RECEIVING A RESTRICTED STOCK AWARD OR OF HOLDING OR SELLING AWARDED
SHARES ISSUED PURSUANT TO THIS AGREEMENT.
7. GOVERNING LAW; ETC.
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without giving effect
to principles of conflicts of law, and applicable federal law. This
Agreement shall be binding upon and inure to the benefit of the heirs and
legal representatives of the Executive and the successors and assigns of
the Issuer, but shall not be assigned
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by the Executive at any time, except as otherwise permitted by Section
2.3(a) hereof, without the prior written permission of the Issuer.
8. DEFINITIONS.
8.1 "Affiliate" has the meaning set forth in Rule 12b-2 promulgated under
Section 12 of the Exchange Act.
8.2 "Agreement" has the meaning defined in the Preamble above.
8.3 "Awarded Shares" has the meaning defined in Section 1 above.
8.4 "Beneficial Owner" has the meaning set forth in Rule 13d-3 under the
Exchange Act.
8.5 "Board" means the Board of Directors of the Issuer.
8.6 "Bonus Award" has the meaning set forth in Section 1 above.
8.7 "Change in Control" means the occurrence of any of the following
events:
(a) any Person is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Issuer representing 35% or more of either the then
outstanding shares of common stock of the Issuer or the combined voting power of
the Issuer's then outstanding securities, excluding any Person who becomes such
a Beneficial Owner in connection with a transaction described in subparagraph
(c)(i) below;
(b) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on the date
hereof, constitute the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Issuer) whose appointment or election by the
Board of Directors or nomination for election by the Issuer's stockholders was
approved or recommended by a vote of at least two-thirds (2/3) of the directors
then in office who either were directors on the date hereof or whose
appointment, election or nomination for election was previously so approved or
recommended;
(c) there is consummated a merger or consolidation of the Issuer or any
direct or indirect Subsidiary of the Issuer with another corporation, other than
(i) a merger or consolidation which would result in the voting securities of the
Issuer outstanding immediately prior to such merger or consolidation continuing
to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) at least 60% of the
combined voting power of the securities of the Issuer or such surviving entity
or any parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of the Issuer (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of securities of the
Issuer (not including in the securities Beneficially Owned by such Person any
securities acquired directly from the
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Issuer of its Affiliates) representing 35% or more of the combined voting power
of the Issuer's then outstanding securities; or
(d) the stockholders of the Issuer approve a plan of complete liquidation
or dissolution of the Issuer or there is consummated an agreement for the sale
or disposition by the Issuer of all or substantially all of the Issuer's assets,
other than a sale or disposition by the Issuer of all or substantially all of
the Issuer's assets to an entity, at least 60% of the combined voting power of
the voting securities of which are owned by stockholders of the Issuer in
substantially the same proportions as their ownership of the Issuer immediately
prior to such sale.
8.8 "Code" means the Internal Revenue Code of 1986, as heretofore and
hereafter amended, and the regulations promulgated thereunder.
8.9 "Committee" has the meaning defined in the Plan.
8.10 "Company" has the meaning defined in the Preamble above.
8.11 "Date of Grant" has the meaning defined in the Preamble above.
8.12 "Disability" has the meaning defined in Code Section 22(e)(3).
8.13 "Exchange Act" means the Securities Exchange Act of 1934, as
heretofore and hereafter amended.
8.14 "Executive" has the meaning defined in the Preamble above.
8.15 "Fair Market Value" means the last sales price per share of Stock as
reported on the New York Stock Exchange prior to the Date of Grant (or other
date on which such valuation is made) or if no price has been so reported within
one week prior to the Date of Grant (or other date on which such valuation is
made), fair market value shall be determined by a principal market maker for the
Stock designated by the Committee (or if no such market maker is designated, by
the Board in its good faith business judgment).
8.16 "Family" means the Participant's: (i) spouse and lineal descendants
of such spouse; (ii) lineal descendants and the spouses of such lineal
descendants: (iii) lineal ancestors and the spouses of such lineal ancestors;
and (iv) siblings and the spouses and children of such siblings.
8.16 "Issuer" has the meaning defined in the Preamble above.
8.17 "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (a) the Issuer or any of its Subsidiaries, (b)
a trustee or other fiduciary holding securities under an employee benefit plan
of the Issuer or any of its Affiliates, (c) an underwriter temporarily holding
securities pursuant to an offering of such securities and (d) a corporation
owned, directly or indirectly, by the stockholders of the Issuer in
substantially the same proportions as their ownership of stock of the Issuer.
8.18 "Plan" has the meaning defined in Section 1 above.
8.19 "Restricted Stock Award" has the meaning defined in Section 1 above.
8.20 "Retirement" means the actual cessation of the Executive's Services
on or after the date that he attains age 62.
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8.21 "Service" means the performance of work for the Company or a
Subsidiary as an employee.
8.22 "Stock" has the meaning defined in the Plan.
8.23 "Subsidiary" has the meaning defined in Code Section 424(f).
8.24 "Vesting Period" has the meaning defined in Section 2.2 above.
9. Amendments.
Any amendment to this Agreement, or waiver of any terms hereof, may be made
only pursuant to a writing executed by the Issuer and the Executive.
IN WITNESS WHEREOF, the undersigned have executed this Agreement under seal
as of the date first appearing above.
EXECUTIVE
___________________________________
Signature
Address of Executive:
___________________________________
___________________________________
NEW ENGLAND BUSINESS SERVICE, INC.
CORPORATE SEAL By:
________________________________
Name:
Title: