Exhibit 10.16
FY2003 NEBS SPECIAL PERFORMANCE BONUS PLAN
(EFFECTIVE JULY 1, 2002)
This Special Performance Bonus 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, 2002 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 2003 fiscal year of the
Company (the "Year") and their respective target bonus amounts shall be as
follows:
Chairman and Chief Executive Officer $300,000
President and Chief Operating Officer $300,000
Executive Vice President, Chief Financial Officer and Treasurer $200,000
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, Manufacturing & Technical Operations $200,000
Senior Vice President, Information Systems $200,000
Senior Vice President, Human Resources $200,000
Vice President, Business Management and Development $200,000
Vice President, Corporate Controller $200,000
Vice President, General Counsel & Secretary $200,000
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 and Chief Executive Officer; President and Chief Operating
Officer.
______________________________________________________________________
The actual bonus of these participants shall be calculated as follows:
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$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.
B. Executive Vice President, Chief Financial Officer and Treasurer;
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, Manufacturing & Technical Operations; Senior
Vice President, Information Systems; Senior Vice President, Human
Resources; Vice President, Business Management & Development; Vice
President, Corporate Controller; Vice President, General Counsel &
Secretary.
______________________________________________________________________
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. 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 Massachusetts or any other state or states of sales
taxes on services, materials or supplies purchased by the Company or
any subsidiary of the
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Company the effect of which is not allowed for in the Company's annual
budget for the 2003 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/she or his/her 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/her 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 final and binding on the Company and all participants.
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
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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, 2002.
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
result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to
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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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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 ______________, 2003 (the "Date of Grant") by New England
Business Service, Inc. (the "Issuer") and _____________________ (the
"Executive"), a key employee of the Issuer or a Subsidiary/1/ 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 28, 2003 (the "Bonus Award") pursuant to the FY2003 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.
(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 of
Vesting Date 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 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.
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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.
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
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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 by the Executive at any time, except as otherwise permitted by Section
2.3(a) hereof, without the prior written permission of the Issuer.
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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 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
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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.
8.21 "Service" means the performance of work for the Company or a
Subsidiary as an employee.
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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:
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NEW ENGLAND BUSINESS SERVICE, INC.
CORPORATE SEAL By:_________________________________
Name:
Title:
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