Acco Brands Corporation Supplemental Retirement Plan

Exhibit 10.31


2008 AMENDED AND RESTATED

ACCO BRANDS CORPORATION SUPPLEMENTAL RETIREMENT PLAN


Section 1. Purpose; Effective Date .


(a) This ACCO Brands Corporation Supplemental Retirement Plan (the " Plan" ) is an unfunded excess benefit plan established by ACCO Brands Corporation pursuant to Section 4(b)(5) of ERISA as well as an unfunded benefit plan established for the purpose of providing deferred compensation for a select group of United States-based management or highly compensated employees of ACCO Brands Corporation and its subsidiaries as referred to in Sections 201(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 benefits notwithstanding the limitations imposed by the Internal Revenue Code on retirement benefits from tax qualified plans.


(b) The Plan is hereby amended and fully restated effective January 1, 2008 (" Effective Date" ) for the specific purpose of compliance with section 409A of the Code. This amendment and restatement shall govern the accrual and the commencement of the distribution of all benefits under the Plan on and after the Effective Date, and the modification on or after the Effective Date of any previous benefit payment election to the extent permitted hereunder.


Section 2. Definitions . As used in the Plan, the following words shall have the following meanings:


(a) " Affiliated Employment" means employment by any United States employer which, at the time of such employment, is or was a member of the controlled group of employers (within the meaning of section 414(b), 414(c) and 414(m) of the Code) that includes ACCO Brands Corporation, or thereafter becomes or became a member of such controlled group of employers. " Affiliated Plan" means a tax-qualified defined benefit pension plan by which an employee of the Company had been covered during Affiliated Employment (which, for the avoidance of doubt, on the Effective Date includes only the Retirement Plan). " Affiliated Employer" means an employer respecting Affiliated Employment.


(b) " Board" means the Board of Directors of ACCO Brands Corporation.


(c) " Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.


(d) " Committee" means the Administrative Committee administering the Retirement Plan.


(e) " Company" means ACCO Brands Corporation, ACCO Brands USA LLC, General Binding Corporation, Day-Timers, Inc., any other Affiliated Employer that is a participating employer under the Retirement Plan, and their respective successors and assigns.


(f) " Eligible Employee" means an individual who is a United States-based 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(2), 301(a)(3) and 401(a)(1) of ERISA and who in any Plan Year earns compensation in excess of the 401(a)(17) Limitations or, but for the 415 Limitations and 401(a)(17) Limitations, would be entitled to accrual of a benefit under the Retirement Plan in excess of the 415 Limitations.


(g) " ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.


(h) " 415 Limitations" means the Retirement Plan provisions adopted pursuant to Section 415 of the Internal Revenue Code to limit annual Retirement Plan benefits pursuant to Section 415(b) thereof.


(i) " 401(a)(17) Limitations" means the Retirement 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 to $230,000, effective as of January 1, 2008, or such greater amount permitted for such year in accordance with regulations promulgated by the Secretary of the Treasury or his delegate.


(j) " Normal Retirement Date" means the last day of the calendar month in which a Participant attains age 65.


(k) " Participant" means an Eligible Employee who is entitled to a benefit under Section 3 of the Plan.


(l) " Plan Year" means the calendar year.


(m) " Retirement Plan" means the ACCO Brands Corporation Pension Plan for Salaried and Certain Hourly Paid Employees as amended from time to time.


(n) " Separation from Service" shall have the meaning as defined under Treasury Regulation Section 1.409A-1(h) respecting ACCO Brands Corporation and all Affiliated Employers which, among other circumstances, is deemed to have occurred if the Participant and ACCO Brands Corporation and all Affiliated Employers reasonably anticipate that, upon the termination of the Participant' s employment, no further services would be performed by the Participant for ACCO Brands Corporation or any Affiliated Employer thereafter or that the level of bona fide services the Participant would perform thereafter (whether as an employee or as an independent contractor) would not at any time exceed 20% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36)-month period (or such lesser period constituting the entire period in which services were so provided).


(o) " Surviving Spouse" means the surviving husband or wife of a Participant; provided , that in the case of any pre-retirement survivor annuity benefit payable under Section 3, such surviving husband or wife had been married to the Participant throughout the one-year period ending on the date of death of such Participant.


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Section 3. Retirement Benefits .


(a) Each Eligible Employee to whom benefits become payable under the Retirement Plan (hereinafter referred to in this Section 3 as a " Participant" ) shall be paid a supplemental annual retirement benefit under the Plan equal in amount to the difference between (i) the aggregate benefit payable 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 and if the Participant did not make deferrals of compensation under the former ACCO World Corporation Executive Deferred Compensation Plan pursuant to which certain Participants were entitled to defer payment of salary and bonus (" Deferred Compensation Plan" ). If such Participant' s Surviving Spouse is entitled to a pre-retirement survivor annuity benefit under the Retirement Plan, the Surviving Spouse shall be paid a pre-retirement survivor annuity benefit under the Plan equal to the difference between (iii) the aggregate pre-retirement survivor annuity payable under the Retirement Plan and the Affiliated Plans and (iv) the pre-retirement survivor annuity that would be payable if the 401(a)(17) Limitations and the 415 Limitations were not contained therein and if the Participant did not make deferrals of compensation under the Deferred Compensation Plan. To the extent that the benefit payable to a Participant (or pre-retirement survivor annuity benefit payable to a Surviving Spouse) under the Plan commences on a different date (pursuant to Section 3(e) hereof) from the date of commencement of benefit payments to the Participant (or pre-retirement survivor annuity benefit payments to the Surviving Spouse) under the Retirement Plan and tax-qualified Affiliated Plans, the benefit payable to the Participant (or pre-retirement survivor annuity benefit payable to the Surviving Spouse) under the Plan shall be determined under this Section 3 prior to adjustment for any reduction for commencement prior to or any increase for commencement after the Participant' s Normal Retirement Date, (A) first, by determining the difference between the respective accrued benefits payable upon the Normal Retirement Date under each of (I) the Plan and (II) the Retirement Plan and Affiliated Plans and (B) then, applying any appropriate reduction for commencement of the benefit due under the Plan prior to or any increase for commencement of benefits after the Normal Retirement Date.


(b) The supplemental annual retirement benefit provided under this Section 3, prior to application of any reduction for commencement prior to, or any increase for commencement after, the Participant' s Normal Retirement Date, shall be determined as of the date of the Participant' s Separation from Service and payments shall commence on the first day of the calendar month that follows the date below, elected by the Participant in accordance with the procedure set forth in Section 3(e), but not before the date that is not more than 30 days following the earlier of (and without actuarial adjustment for such postponement) (i) the date that is six (6) months after the date of the Participant' s Separation from Service or (ii) the date of death of the Participant following such Separation from Service. Subject to the foregoing clauses (i) and (ii), the Participant may elect to commence payment of benefits on one of, respecting the Participant (A) the later of the attainment of age 55 and the date of Separation from Service, (B) the later of the Normal Retirement Date and the date of Separation from Service or (C) the latest of the attainment of age 55, the date of Separation from Service and a specific calendar date elected by the Participant. The amount of supplemental annual retirement benefits that are determined and postponed for six (6) months or such shorter period due to the death of the Participant, under clause (i) or (ii) above, shall be paid to the Participant (or, if applicable, the Participant' s Surviving Spouse or beneficiary) in a lump sum, together with


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interest accrued thereon (not compounded), at the rate of the applicable interest rate (within the meaning provided under the definition of Actuarial Equivalent as in effect at such time under the Retirement Plan) minus 200 basis points, on the date payment of the benefit under this Section 3 commences.


(c) Any pre-retirement survivor annuity payable to a Participant' s Surviving Spouse under this Section 3 shall be payable commencing on the date of the P ...