Acco Brands Corporation Executive Severance Plan, Effective December 1, 2007

ACCO BRANDS CORPORATION

EXECUTIVE SEVERANCE PLAN



(Effective December 1, 2007)



This Plan is intended to provide severance benefits to certain executive employees of ACCO Brands Corporation, its subsidiaries and/or affiliates (collectively the "Company"), and is intended to comply with the requirements of Section 409A of the Internal Revenue Code. Severance benefits for Executive Officers terminated prior to December 1,2007, will be determined by any other applicable agreement or plan as in effect at the time their termination is announced. Except as provided herein, this Plan supersedes any other severance plan maintained by the Company for Executive Officers of the Company.



SEVERANCE PLAN BENEFITS :



Coverage



All Executive Officers of the Company who are terminated by the Company without "cause" or who, following a Change of Control of the Company, terminate employment for "good reason" are covered by this Plan. For the purposes of this Plan, the phrase " Executive Officer " shall mean (i) an employee who has been identified as such by the Board of Directors of the Company pursuant to Rule 16a-1 under the Securities Exchange Act of 1934 and any subsequent amendment thereto and who continues to be an " Executive Officer" at the time of his or her separation from service with the Company and all of its affiliates and/or (ii) any other key employee of the Company designated to be a participant under this Plan by the Company's CEO and as approved by the ACCO Brands Corporation Board of Directors through its then acting Compensation Committee or other designee authorized by the Board of Directors.



Eligibility



Executive Officers of the Company are eligible for the severance pay set forth in this Plan in the event of involuntary separation from service by the Company without "cause" at any time or, following a Change of Control of the Company, by Executive Officer for "good reason".



The term " cause " is defined as follows: termination of an Executive Officer's employment by the Company due to Executive Officer's:



(i) willful and continued failure to substantially perform Executive Officer's duties with the Company, including lawful and reasonable directions from the Board, or, for Executive Officers other than the CEO, the CEO (other than any such failure resulting from the Executive Officer's disability), after a written demand for substantial performance is delivered to Executive Officer by the Company that specifically identifies the manner in which the Company believes that Executive Officer has willfully and continuously failed to substantially perform Executive Officer's duties, and after Executive Officer has failed to resume substantial performance of Executive Officer's duties on a continuous basis within thirty (30) calendar days of receiving such demand;










(ii) conviction of, or plea of guilty or nolo contendere to, (A) a felony that, in the Board's sole discretion, substantially impairs Executive Officer's ability to perform Executive Officer ?s duties or responsibilities or (B) any other crime involving the personal enrichment of Executive Officer at the expense of the Company;



(iii) willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise;



(iv) willful and material breach of the Executive Officer's obligations, duties and responsibilities to the Company; provided, however, that Executive Officer's willful and material breach of Executive Officer's obligations to (A) perform Executive Officer's duties and responsibilities to the best of Executive Officer's ability, (B) devote Executive Officer's entire attention and time during reasonable business hours to the business and affairs of the Company and (C) discharge the responsibilities assigned to Executive Officer in his or her position shall not constitute "cause" unless Executive Officer has first been provided with written notice detailing such breach and a thirty (30) day period to cure such breach;



(v) willful and material breach of the Company's ethical code of conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, as determined by the Board; or



(vi) willful and material breach of Executive Officer's fiduciary duties to the Company.



For purposes of determining "cause," no act or omission by an Executive Officer shall be considered "willful" unless it is done or omitted in bad faith or without reasonable belief that Executive Officer ?s action or omission was in the best interests of the Company. Any act or failure to act based upon (A) authority given pursuant to a resolution duly adopted by the Board,(B) in accordance with established Company policies or upon the direction of the CEO (for Executive Officers other than the CEO), or (C) advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done by Executive Officer in good faith and in the best interests of the Company.



For purposes of this Plan, a termination of Executive Officer's employment due to his or her "disability" shall not be considered a termination of Executive Officer by the Company without "cause". For purposes of this Plan, " disability " shall mean Executive Officer's inability to substantially perform Executive Officer's essential duties and responsibilities, with or without reasonable accommodation, for a period of (i) six (6) consecutive months or (ii) one hundred-eighty (180) days in any twelve (12)-month period, as determined by a licensed physician mutually selected by the Company and Executive Officer. If the parties cannot so agree on a licensed physician, each party shall select a licensed physician and the two licensed physicians shall select a third licensed physician who shall make such determination for this purpose.



Amount of Severance Pay ? General



The amount of severance pay provided for terminations in the ordinary course (i.e., not upon, or within two (2) years after, a Change of Control) will be calculated based on the following schedule:







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Tier Amount of Severance
Tier I 24 months of base salary plus two years of bonus
Tier II 21 months of base salary plus one year of bonus
Tier III 18 months of base salary plus one year of bonus


For purposes of the above schedule, " base salary " shall be determined as of the date of the employee's termination of employment and " bonus " shall be based on target bonus for the year of the employee's termination. Severance shall be paid in accordance with the Company's regular payroll schedule and, except as provided below, shall commence on the first payroll date following the date on which the separation letter and release and waiver of claims described hereinafter becomes irrevocable. The amount of each severance payment shall be determined by adding the amount of base salary and bonus payable to the Participant as severance and then dividing that sum by the number of payroll dates during the applicable 18, 21 or 24 month severance period.



Six-Month Delay



To the extent amounts payable under this Plan (after giving full effect to any pro rata bonus payments and any amounts accrued under the Company's retirement plans relating to a post-Change of Control separation from service), together with any other payments or benefits that are considered "deferred compensation", are payable only on account of, and are in fact paid on account of, an " involuntary separation from service" (as defined in Treasury Regulation Section 1.409A-1(n)), (the "involuntary separation payments"), the Executive Officer shall receive, during the six (6)-month period immediately following the Executive Officer ?s date of termination, payments of only such amounts of involuntary separation payments as do not exceed lesser of (x) the total involuntary separation payments, or (y) two times the compensation limit in effect under Code Section 401(a)(17) for the calendar year in which the date of termination occurs (with any amounts that otherwise would have been payable under this Plan during such six (6)-month period being paid on the first regular payroll date following the six (6)-month anniversary of the date of termination). To the extent amounts payable hereunder are not payable only on an "involuntary separation from service" (as so defined) or if the Company reasonably determines that such termination is not an "involuntary separation from service" (as so defined), amounts that would otherwise have been paid during the six (6)-month period immediately following the date of termination shall be paid on the first regular payroll date immediately following the six (6)-month anniversary of the date of termination.







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Amount of Severance Pay ? Change of Control



If an Executive Officer's employment is terminated by the Company without "cause" (as defined above) or by Executive Officer for "good reason" (as defined below) within 24 months following a Change of Control of the Company, or if such termination precedes a Change of Control and the Executive reasonably demonstrates such termination (or event constituting "good reason") was either (i) at the request of a third party who was taking steps reasonably calculated to effect a Change of Control or (ii) otherwise in contemplation of a Change of Control, and a Change of Control actually occurs, the General schedule regarding severance pay (above) will not apply and severance pay will be determined under this Change of Control Section.



" Change of Control " shall have the meaning ascribed to such term as of December 1, 2007 in the Amended and Restated ACCO Brands Corporation 2005 Incentive Plan, as amended from time to time, or any successor plan thereto, except that for purposes of this Plan the percentage stated in Sec. 13(b)(i)(A) of said Plan shall be 30%.



" Good Reason " shall mean the occurrence of any of the following upon, or within two (2) years after, the occurrence of a Change of Control of the Company, without Executive Officer's prior written consent:



(i) (A)(I) any material reduction in the duties, responsibilities and/or authority assigned to Executive Officer, (II) the assignment to Executive Officer of any duties, responsibilities or authority inconsistent with the duties, responsibilities and authority assigned to Executive Officer prior to the Change of Control, or (III) a material change in Executive Officer' s reporting responsibilities, titles, offices or other positions, other than an insubstantial and inadvertent reduction that is remedied by the Company immediately after receipt of notice thereof given b ...