Performance Restricted Stock Plan For 2002

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 w ...