-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TCJMoc6GCvSHGbebOqqcn4pyQooMbcP0vOOgHTh8eo0P7iE6vabG5pCDMdJFz56O Zj5H6nPagsftSohrNN9Vog== 0001038684-03-000001.txt : 20031104 0001038684-03-000001.hdr.sgml : 20031104 20031104151120 ACCESSION NUMBER: 0001038684-03-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20031104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND BUSINESS SERVICE INC CENTRAL INDEX KEY: 0000205700 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 042942374 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13268 FILM NUMBER: 03976033 BUSINESS ADDRESS: STREET 1: 500 MAIN ST CITY: GROTON STATE: MA ZIP: 01471 BUSINESS PHONE: 9784486111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MURRAY ROBERT J CENTRAL INDEX KEY: 0001038684 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O NEW ENGLAND BUSINESS SERVICE INC STREET 2: 500 MAIN STREET CITY: GROTON STATE: MA ZIP: 01471 BUSINESS PHONE: 9784486111 MAIL ADDRESS: STREET 1: C/O NEW ENGLAND BUSINESS SERVICE INC STREET 2: 500 MAIN STREET CITY: GROTON STATE: MA ZIP: 01471 SC 13D/A 1 sch13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* NEW ENGLAND BUSINESS SERVICE, INC. ------------------------------------------------------------ (Name of Issuer) Common Stock ($1.00 par value) ------------------------------------------------------------ (Title of Class and Securities) 643872104 ------------------------------------------------------------ (CUSIP Number) Robert J. Murray c/o New England Business Service, Inc. 500 Main Street Groton, Massachusetts, 01471 (978) 448-6111 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 4, 2003 ------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 643872104 ------------------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification nos. of above persons (entities only): Robert J. Murray ------------------------------------------------------------------- 2. Check the appropriate box if a member of a group*: (a) [ ] Not (b) [ ] Applicable ------------------------------------------------------------------- 3. SEC use only ------------------------------------------------------------------- 4. Source of funds*: PF/OO (See Item 3) ------------------------------------------------------------------- 5. Check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e): [ ] Not Applicable ------------------------------------------------------------------- 6. Citizenship or place of organization: United States of America ------------------------------------------------------------------- Number of 7. Sole voting power: 517,877 shares ----------------------------------------- beneficially 8. Shared voting power: 295,162 owned by ----------------------------------------- each 9. Sole dispositive power: 517,877 reporting ----------------------------------------- person with 10. Shared dispositive power: 295,162 ----------------------------------------- 11. Aggregate amount beneficially owned by each reporting person: 813,039 (See Item 5) ------------------------------------------------------------------- 12. Check box if the aggregate amount in row 11 excludes certain shares*: [ ] Not Applicable ------------------------------------------------------------------- 13. Percent of class represented by amount in row 11: 5.93% ------------------------------------------------------------------- 14. Type of reporting person*: IN ------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 (this "First Amendment") constitutes the first amendment to the statement on Schedule 13D (the "Statement") filed by Robert J. Murray on February 7, 2001 relating to the common stock, par value $1.00 per share (the "Common Stock"), of New England Business Service, Inc., a Delaware corporation (the "Company"). All capitalized terms used in this First Amendment without definition have the meanings ascribed to them in the Statement. The items of the Statement set forth below are amended by adding the following: Item 2. Identity and Background. Item 2(c) of the Statement is hereby amended by adding the following: "As previously announced, Mr. Murray will resign as Chief Executive Officer of the Company on December 31, 2003, at which time he will become non-executive Chairman of the Board." Item 4. Purpose of Transaction. Item 4 of the Statement is hereby amended by adding the following: "On November 3, 2003, Mr. Murray adopted a trading plan to permit the disposition of shares acquired through the exercise of stock options granted by the Company, from time to time, under the safe harbor provided by Rule 10b5-1 promulgated under the Securities Exchange Act of 1934." Item 5. Interest in Securities of the Issuer. Item 5 of the Statement is hereby amended to read as follows: (a) Mr. Murray may be deemed to be the beneficial owner of 813,039 shares of Common stock, representing approximately 5.93% of the total number of shares of Common Stock outstanding* as of such date. Such 813,039 shares of Common Stock consist of: 295,162 shares held jointly by Mr. and Mrs. Murray; 500,000 shares underlying options which may be exercised within 60 days of November 3, 2003; 10,648 restricted shares awarded under the Company's equity- based plans; and 7,229 equivalent shares allocated to Mr. Murray's account in the Company's 401(k) plan.** * The 500,000 shares underlying options which may be exercised within 60 days of November 3, 2003 are deemed to be outstanding for purposes of computing such percentage, as required by Rule 13d-3 under the Act. ** The Company's 401(k) plan includes a unitized stock fund consisting of Common Stock and cash, and the amount of securities listed in a plan participant's account is expressed in equivalent shares. The number of shares attributed to a plan participant and expressed as equivalent shares may change from time to time without volition of the plan participant and depends upon the amount of cash in the fund, the fair market value of the Common Stock, and the number of plan participants. (b) Mr. and Mrs. Murray share the power to vote and the power to dispose of the 295,162 shares of Common Stock held jointly by them. In the event of the exercise by Mr. Murray of his options to purchase 500,000 shares of Common Stock, Mr. Murray would hold the sole power to vote and the sole power to dispose of such 500,000 shares of Common Stock. Mr. Murray holds the sole power to vote, but no power to dispose of, the 10,648 restricted shares of Common Stock awarded under the Company's stock compensation plan. Under the terms of the Company's 401(k) plan, Mr. Murray may direct (i) the investment of his account balance among several investment options, including the unitized Company stock fund, and pursuant to this power he may direct the disposition of the equivalent shares allocated to his account, and (ii) the voting of equivalent shares allocated to his account in the unitized Company stock fund. (c) Mr. Murray did not effect any transactions in the Common Stock during the 60 days preceding the filing of this First Amendment. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 of the Statement is hereby amended by adding the following: "Mr. Murray has entered into a trading plan with respect to securities of the Company as described in Item 4 above." Item 7. Material to be Filed as Exhibits Item 7 of the Statement is hereby amended by adding the following: Exhibit 6 Restricted Stock Award Agreement dated August 6, 2002 between the Company and Robert J. Murray, relating to the FY 2002 Executive Bonus Plan; filed herewith. Exhibit 7 Restricted Stock Award Agreement dated August 6, 2002 between the Company and Robert J. Murray, relating to the FY 2002 NEBS Performance Restricted Stock Plan; filed herewith. Exhibit 8 Restricted Stock Award Agreement dated August 1, 2003 between the Company and Robert J. Murray, relating to the FY 2003 Executive Bonus Plan; filed herewith. Exhibit 9 Restricted Stock Award Agreement dated August 1, 2003 between the Company and Robert J. Murray, relating to the FY 2003 Special Performance Bonus Plan; filed herewith. Exhibit 10 NEBS 2002 Equity Incentive Plan (including amendment and and restatement of the NEBS 1990 Key Employee Stock Option and Stock Appreciation Rights Plan and the NEBS 1994 and 1997 Key Employee and Eligible Director Stock Option and Stock Appreciation Rights Plans). (Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2002.) Exhibit 11 Sales Plan dated November 3, 2003 between Robert J. Murray and Quick & Reilly, Inc.; filed herewith. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. November 4, 2003 - ------------------------ (Date) ROBERT J. MURRAY - ------------------------ (Signature) Robert J. Murray - ------------------------ (Name) INDEX TO EXHIBITS Exhibit 6 Restricted Stock Award Agreement dated August 6, 2002 between the Company and Robert J. Murray, relating to the FY 2002 Executive Bonus Plan; filed herewith. Exhibit 7 Restricted Stock Award Agreement dated August 6, 2002 between the Company and Robert J. Murray, relating to the FY 2002 NEBS Performance Restricted Stock Plan; filed herewith. Exhibit 8 Restricted Stock Award Agreement dated August 1, 2003 between the Company and Robert J. Murray, relating to the FY 2003 Executive Bonus Plan; filed herewith. Exhibit 9 Restricted Stock Award Agreement dated August 1, 2003 between the Company and Robert J. Murray, relating to the FY 2003 Special Performance Bonus Plan; filed herewith. Exhibit 10 NEBS 2002 Equity Incentive Plan (including amendment and and restatement of the NEBS 1990 Key Employee Stock Option and Stock Appreciation Rights Plan and the NEBS 1994 and 1997 Key Employee and Eligible Director Stock Option and Stock Appreciation Rights Plans). (Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2002.) Exhibit 11 Sales Plan dated November 3, 2003 between Robert J. Murray and Quick & Reilly, Inc.; filed herewith. EX-6 3 exhibit6.txt EXHIBIT 6 EXHIBIT 6 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 August 6, 2002 (the "Date of Grant") by New England Business Service, Inc. (the "Issuer") and Robert J. Murray (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 1,404 shares of its Stock (the "Awarded Shares"). The Awarded Shares are being issued to the Executive in lieu of twenty-five percent (25%) of the gross bonus awarded to the Executive for the fiscal year ended June 29, 2002 (the "Bonus") pursuant to the Executive Bonus Plan of the Company adopted by the Board for such fiscal year and are valued for purposes of this Agreement at $22.30 per share, 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) Unless vested earlier or forfeited as provided in (b) or (c) below, the Awarded Shares shall become vested in the Executive on the third anniversary of the Date of Grant, and shall thereon be released from escrow and delivered to the Executive, subject to the satisfaction of the condition set forth in Section 2.1 above. (b) The Awarded Shares shall remain unvested and subject to the restrictions of this Section 2.2 and Section 2.3 until the third anniversary of the Date of Grant (the "Vesting Period"). If the Executive's Service terminates during the Vesting Period, the following shall occur: (i) if the Executive ceases to perform Service by reason of death, Disability or Retirement, all Awarded Shares 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. (ii) If the Executive voluntarily terminates Service or his Service is involuntarily terminated for "cause", as determined in good faith by the 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 shall thereupon be forfeited in their entirety to the Issuer without any further action by the Issuer or the Executive and for no consideration. (iii) If the Executive's Service is involuntarily terminated without cause, the Awarded Shares 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 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. (c) 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 such unvested Awarded Shares that were 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, in form and substance satisfactory to the Committee, to be subject to all of the terms and conditions of this Agreement including, without limitation, the restrictions to which the Awarded Shares were subject prior to such transfer. (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 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 Common 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 Commonwealth of Massachusetts. 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. 8. Definitions. 8.1 "Agreement" has the meaning defined in the Preamble above. 8.2 "Awarded Shares" has the meaning defined in Section 1 above. 8.3 "Board" means the Board of Directors of the Issuer. 8.4 "Bonus" has the meaning set forth in Section 1 above. 8.5 "Change in Control" has the meaning set forth in Section 9 below. 8.6 "Code" means the Internal Revenue Code of 1986, as heretofore and hereafter amended, and the regulations promulgated thereunder. 8.7 "Committee" means the Organization and Compensation Committee of the Board of Directors of the Issuer. 8.8 "Common Stock" means the common stock, $1.00 par value, of the Issuer. 8.9 "Company" has the meaning defined in the preamble above. 8.10 "Date of Grant" has the meaning defined in the Preamble above. 8.11 "Disability" has the meaning defined in Code Section 22(e)(3). 8.12 "Executive" has the meaning defined in the Preamble above. 8.13 "Fair Market Value" means the last sales price per share of Common 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 Common Stock designated by the Committee (or if no such market maker is designated, by the Board in its good faith business judgment). 8.14 "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. 8.15 "Issuer" has the meaning defined in the Preamble above. 8.16 "Plan" has the meaning defined in Section 1 above. 8.17 "Restricted Stock Award" has the meaning defined in Section 1 above. 8.18 "Retirement" means the actual cessation of the Executive's Services on or after the date that he attains age 60. 8.19 "Service" means the performance of work for the Company as an employee. 8.20 "Subsidiary" has the meaning defined in Code Section 424(f). 8.21 "Vesting Period" has the meaning defined in Section 2.2 above. 9. Change in Control. For purposes of this Agreement a "Change in Control" shall have the same meaning as defined in Section 11 of the NEBS 1997 Key Employee and Eligible Director Stock Option and Stock Appreciation Rights Plan. 10. 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 ___/s/ Robert J. Murray________________ Signature Address of Executive: 81 Atlantic Avenue Cohasset, MA 02025 NEW ENGLAND BUSINESS SERVICE, INC. CORPORATE SEAL By:___/s/ Hedwig V. Whitney____________ Hedwig V. Whitney Sr. Vice President, Human Resources _______________________________ 1 Capitalized terms not otherwise defined herein are defined in Section 8 below. EX-7 4 exhibit7.txt EXHIBIT 7 EXHIBIT 7 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 August 6, 2002 (the "Date of Grant") by New England Business Service, Inc. (the "Issuer") and Robert J. Murray (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 6,726 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 $22.30 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"). (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 Cumulative Vesting Date Awarded Percentage of Shares Vesting Awarded Shares Vested Date of 1st annual 15% 15% meeting of stockholders following Date of Grant Date of 2nd annual 35% 50% meeting of stockholders following Date of Grant Date of 3rd annual 50% 100% meeting of 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. 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 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. 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 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. 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 ___/s/ Robert J.Murray________________ Signature Address of Executive: 81 Atlantic Avenue Cohasset, MA 02025 NEW ENGLAND BUSINESS SERVICE, INC. CORPORATE SEAL By:___/s/ Hedwig V.Whitney____________ Name: Hedwig V. Whitney Title: Sr. Vice President, Human Resources _______________________________ 1 Capitalized terms not otherwise defined herein are defined in Section 8 below. EX-8 5 exhibit8.txt EXHIBIT 8 EXHIBIT 8 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 August 1, 2003 (the "Date of Grant") by New England Business Service, Inc. (the "Issuer") and Robert J. Murray (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 1,068 shares of its Stock (the "Awarded Shares"). The Awarded Shares are being issued to the Executive in lieu of twenty-five percent (25%) of the gross bonus awarded to the Executive for the fiscal year ended June 28, 2003 (the "Bonus Award") pursuant to the Annual Executive Bonus Plan of the Issuer adopted by the Organization and Compensation Committee of the Board for such fiscal year and are valued for purposes of this Agreement at $29.35 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) Unless vested earlier or forfeited as provided in (b) or (c) below, the Awarded Shares shall become vested in the Executive on the third anniversary of the Date of Grant, and shall thereon be released from escrow and delivered to the Executive, subject to the satisfaction of the condition set forth in Section 2.1 above. (b) The Awarded Shares shall remain unvested and subject to the restrictions of this Section 2.2 and Section 2.3 until the third anniversary of the Date of Grant (the "Vesting Period"). If the Executive's Service terminates during the Vesting Period, the following shall occur: (i) if the Executive ceases to perform Service by reason of death, Disability or Retirement, all Awarded Shares 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. (ii) 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 shall thereupon be forfeited in their entirety to the Issuer without any further action by the Issuer or the Executive and for no consideration. (iii) If the Executive's Service is involuntarily terminated without cause, the Awarded Shares 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 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. (c) 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 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. 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 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 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. 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 ___/s/ Robert J.Murray________________ Signature Address of Executive: 81 Atlantic Avenue Cohasset, MA 02025 NEW ENGLAND BUSINESS SERVICE, INC. CORPORATE SEAL By:___/s/Hedwig V. Whitney____________ Name: Hedwig V. Whitney Title: Senior Vice President, Human Resources _______________________________ 1 Capitalized terms not otherwise defined herein are defined in Section 8 below. EX-9 6 exhibit9.txt EXHIBIT 9 EXHIBIT 9 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 August 1, 2003 (the "Date of Grant") by New England Business Service, Inc. (the "Issuer") and Robert J. Murray (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 5,366 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 Special Performance Bonus Plan adopted by the Organization and Compensation Committee of the Board for such fiscal year and are valued for purposes of this Agreement at $29.35 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"). (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 Cumulative Vesting Date Awarded Percentage of Shares Vesting Awarded Shares Vested Date of 1st annual 15% 15% meeting of stockholders following Date of Grant Date of 2nd annual 35% 50% meeting of stockholders following Date of Grant Date of 3rd annual 50% 100% meeting of 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. 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 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. 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 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. 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 ___/s/ Robert J. Murray_______________ Signature Address of Executive: 81 Atlantic Avenue Cohasset, MA 02025 New England Business Service, Inc. CORPORATE SEAL By:___/s/Hedwig V. Whitney___________ Name: Hedwig V. Whitney Title: Senior Vice President, Human Resources _______________________________ 1 Capitalized terms not otherwise defined herein are defined in Section 8 below. EX-11 7 exhibit11.txt EXHIBIT 11 EXHIBIT 11 Sales Plan Sales Plan dated November 3, 2003 (this "Sales Plan") between Robert J. Murray ("Seller") and Quick & Reilly, Inc. ("Q&R"), acting as agent for Seller. A. Recitals 1. This Sales plan is entered into between Seller and Q&R for the purpose of establishing a trading plan that complies with the requirements of Rule 10b5-1c(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller's holdings of the common stock, par value $1.00 per share (the "Stock"), of New England Business Service, Inc. (the "Issuer") that Seller has the right to acquire under the outstanding stock options issued by the Issuer listed on Schedule A hereto (the "Options"). B. Seller's Representations, Warranties and Covenants 1.As of the date hereof, Seller is not aware of any material nonpublic information concerning the Issuer or its securities. Seller is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. 2.The securities to be sold under this Sales Plan are owned free and clear by Seller (subject, in the case of shares underlying Options, only to the compliance by Seller with the exercise provisions of such Options) and are not subject to any agreement granting any pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or any other limitation on disposition, other than those which may have been entered into between Seller and Q&R or imposed by Rules 144 or 145 under the Securities Act of 1933, as amended (the "Securities Act"). 3.While this Sales Plan is in effect, Seller agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Sales Plan and agrees not to alter or deviate from the terms of this Sales Plan. 4.Seller agrees that Seller shall not, directly or indirectly, communicate any information relating to the Stock or the Issuer to any employee of Q&R or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while this Sales Plan is in effect. 5.Seller agrees to provide Q&R with a certificate dated as of the date hereof and signed by the Issuer substantially in the form of Exhibit A hereto prior to commencement of the Plan Sales Period (as defined below). 6.Seller agrees to notify Q&R by calling the Q&R officer designated in paragraph G.5 below, at the telephone number set forth therein as soon as practicable if Seller becomes aware of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A hereto. Such notice shall indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability to Seller and shall not in any way communicate any material nonpublic information about the Issuer or its securities to Q&R. Such notice shall be in addition to the notice required to be given to Q&R by the Issuer pursuant to the certificate set forth as Exhibit A hereto. 7.The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any of Seller's affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller or Seller's affiliates. 8.Seller has consulted with Seller's own advisors as to the legal, tax, business, financial and related aspects of and has not relied upon Q&R or any person affiliated with Q&R in connection with Seller's adoption and implementation of this Sales Plan. Seller acknowledges that Q&R is not acting as a fiduciary or an advisor for Seller. 9.Seller agrees that until this Sales Plan has been terminated, Seller shall not, without providing prior written notice to Q&R, (i) enter into a binding contract with respect to the purchase or sale of Stock with another broker, dealer or financial institution (each, a "Financial Institution"), (ii) instruct another Financial Institution to purchase or sell Stock or (iii) adopt a plan for trading with respect to Stock other than this Sales Plan. 10. (a)Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller. To ensure that Seller is able to comply with the foregoing requirements, Q&R agrees to use its best efforts to notify the Issuer of all sales of Stock pursuant to this Sales Plan by the close of business on the day any such sale occurs, but in no event later than 10:00 a.m. on the business day immediately following the day of such sale. Such notice shall include the date of sale, the number of shares sold, and the sales price(s), and shall be directed to the General Counsel of the Issuer, or such other person as Issuer may designate from time to time. (b)Seller agrees that Seller shall at all times during the Plan Sales Period (as defined below), in connection with the Performance of this Sales Plan, comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 11. (a)Seller represents and warrants that the Stock to be sold pursuant to thisSales Plan is currently eligible for sale under Rule 144 or145, subject to the volume, manner of sale and notice provisions contained therein. (b)Seller agrees not to take, and agrees to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144. (c)Seller agrees to complete, execute and deliver to Q&R Forms 144 for the sales to be effected under this Sales Plan at such times and in such numbers as Q&R shall request and Q&R agrees to file such Forms 144 on behalf of Seller as required by applicable law. Seller understands and agrees that Q&R shall make one Form 144 filing at the beginning of each three-month period commencing upon the first Sales Day under this Sales Plan. (d)Seller hereby grants Q&R a power of attorney to complete and/or file on behalf of Seller any required Forms 144. Notwithstanding such power of attorney, Seller acknowledges that Q&R shall have no obligation to complete or file Forms 144 on behalf of Seller except as set forth in subparagraph c. (e)Q&R agrees to conduct all sales pursuant to this Sales Plan in accordance with the manner of sales requirement of Rule 144 of the Securities Act and in no event shall Q&R effect any sale if such sale would exceed the then-applicable amount limitation under Rule 144, assuming Q&R's sales pursuant to this Sales Plan and sales of which Q&R has been given notice pursuant to paragraph B.9 above are the only sales subject to that limitation. 12. Seller acknowledges and agrees that Seller does not have, and shall not attempt to exercise, any influence over how, when or whether to effect sales of Stock pursuant to this Sales Plan. C. Implementation of the Plan 1. Seller hereby appoints Q&R to sell shares of Stock pursuant to the terms and conditions set forth below. Subject to such terms and conditions, Q&R hereby accepts such appointment. 2. Q&R is authorized to begin selling Stock pursuant to this Sales Plan on December 3, 2003 and shall cease selling Stock on the earliest to occur of (i) the date on which Q&R receives notice of the death of Seller, (ii) the date on which the Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer as a result of which the Stock is to be exchanged or converted into shares of another company, (iii) the date on which Q&R receives notice of the commencement or impending commencement of any proceedings in respect of or triggered by Seller's bankruptcy or insolvency, (iv) the effective date of any termination notice from Seller pursuant to paragraph D.1 below, and (v) the date that the aggregate number of shares of Stock sold pursuant to this Sales Plan reaches 309,338 shares. 3. (a) Q&R shall attempt to sell the Weekly Sale Amount (as defined below) for the account of Seller on each Sale Day commencing on December 3, 2003 and running for 101 weeks. (b) A "Sale Day" is each Wednesday during the Plan Sales Period, provided that if any Sale Day is not a Trading Day, such Sale Day shall be deemed to fall on the next succeeding Trading Day. A "Trading Day" is any day during the Plan Sales Period that the New York Stock Exchange is open for business. (c) Subject to the restrictions set forth in paragraphs C.3(a) above C.3(d) below, Q&R shall sell the Weekly Sale Amount on each Sale Day under ordinary principles of best execution at the then- prevailing market price. The shares are to be sold only if: Limit of $33/share is available (d) The "Weekly Sale Amount" for any Sale Day shall be the amount set forth by the algorithm below: Weekly Sale Amount = 12,000 if (Price NEB prior night close) divided by (Price NEB one week prior) is 5% greater than (Price SPY prior night close) divided by (Price SPY one week prior)] OR Weekly Sale Amount = 6,000 if (Price NEB prior night close) divided by (Price of NEB 2 weeks prior) is 5% greater than (Price SPY prior night close) divided by (Price SPY weeks prior) OR Weekly Sale Amount = 12,000 if (Price NEB prior night close) divided by (Price of NEB 4 weeks prior) is 10% greater than (Price SPY prior night close) divided by (Price SPY 4 weeks prior) OR Weekly Sale Amount = 12,000 if (Number of trading weeks since Dec. 3, 2003 times 3,062) minus (Number shares sold in plan thus far) is greater then 32,000. Any Weekly Sale Amount cannot be greater then 12,000 shares. If consistent with ordinary principles of best execution or for any other reason, Q&R cannot sell the Weekly Sale Amount on any Sale Day, then the amount of such shortfall will be sold as soon as practicable on the immediately succeeding Trading Day under ordinary principles of best execution; provided that in no event may the amount of the shortfall for any such Sale Day be sold later than the fourth business day after such Sale Day. Nevertheless, if any such shortfall exists after the close of trading on the last Trading Day of the Plan Sales Period, Q&R's authority to sell such shares for the account of Seller under this Sales Plan shall terminate. (e) The Weekly Sale Amount shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the Plan Sales Period. 4. Q&R shall not sell Stock hereunder at any time when: (i) Q&R, in its sole discretion, has determined that a market disruption, banking moratorium, outbreak or escalation of hostilities or other crisis or calamity has made sales of the Stock impracticable; or (ii) Q&R, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to Seller or Seller's affiliates (other than any such restriction relating to Seller's possession or alleged possession of material nonpublic information about the Issuer or the Stock); or (iii) Q&R has received notice from the Issuer or Seller of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A hereto; or (iv) Q&R has received notice from Seller to terminate the Sale Plan in accordance with paragraph D.1 below. 5. (a) Seller agrees to deliver the Stock to be sold pursuant to this Sales Plan, with the amount to be estimated by Seller in good faith, if the Daily Sale Amount is designated as an aggregate dollar amount (the "Plan Shares"), to the extent such Plan Shares are currently owned by Seller, into an account at Q&R in the name of and for the benefit of Seller (the "Plan Account") prior to the commencement of sales under this Sales Plan. (b) Seller agrees to make appropriate arrangements with the Issuer and its transfer agent and stock plan administrator to permit Q&R to furnish notice to the Issuer of the exercise of the Options and to have underlying shares delivered to Q&R as necessary to effect sales under this Sales Plan. Seller hereby authorizes Q&R to serve as Seller's agent and attorney- in-fact and, in accordance with the terms of this Sales Plan, to exercise the Options. Seller agrees to complete, execute and deliver to Q&R Stock Option Cashless Exercise Forms, in the form attached hereto as Exhibit B, for the exercise of options pursuant to this Sales Plan at such times and in such numbers as Q&R shall request. Stock received upon exercise of Options shall be delivered to the Plan Account. (c) Q&R shall exercise a sufficient number of Options to effect such sales in the manner specified below: Exercise first those Options with the lowest exercise price. (d) Q&R shall, in connection with the exercise of Options, remit to the Issuer the exercise price thereof along with such amounts as may be necessary to satisfy withholding obligations. These amounts shall be deducted from the proceeds of sale of the Stock, together with interest thereon computed in accordance with Q&R's customary practices. (e) To the extent that any Stock remains in the Plan Account after the end of the Plan Sales Period or upon termination of this Sales Plan, Q&R agrees to return such Stock promptly to the Issuer's transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of the Seller. 6. Q&R shall in no event effect any sale under this Sales Plan if the Stock to be sold is not underlying an Option that is exercised in accordance with the terms of this Sales Plan on the day of such sale. 7. Q&R may sell Stock on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Seller agrees that if Q&R is a market maker in the Stock at the time that any sale is to be made under this Sales Plan, Q&R may, at its sole discretion, purchase the Stock from Seller in its capacity as market maker. D. Termination 1.(a) This Sales Plan may be terminated by Seller at any time upon three days prior written notice sent to Q&R by overnight mail and by facsimile at the address and fax number set forth in paragraph G.5 below. Seller agrees that Seller shall not terminate this Sales Plan except upon consultation with Seller's own legal advisors. (b) This Sales Plan shall be suspended or, at Q&R's option, terminated, if Q&R receives notice from the Issuer of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A hereto. 2. Seller agrees that Q&R will execute this Sales Plan in accordance with its terms and will not be required to terminate any sales of the Stock unless Q&R has received notice from Seller or the Issuer in accordance with paragraph D.1 above at least three Trading Days prior to the date on which this Sales Plan is to be terminated. E. Indemnification: Limitation of Liability 1.(a) Seller agrees to indemnify and hold harmless Q&R and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action of claim, loss, damage or liability) arising out of or attributable to Q&R's actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller's representations and warranties hereunder) or any violation by Seller of applicable laws or regulations, unless Q&R has been finally determined by an arbitration panel or court to have been negligent in connection with services provided hereunder. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, Q&R shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as "acts of God". 2.Seller acknowledges and agrees that in performing Seller's obligations hereunder neither Q&R nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller's assets, or exercising any authority or control respecting management or disposition of Seller's assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller's assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither Q&R nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any "investment advice" within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller's assets. F. Agreement to Arbitrate 1.(a)any dispute between Seller and Q&R arising out of, relating to or in connection with this Sales Plan or any transaction relating to this Sales Plan shall be determined by arbitration only before the New York Stock Exchange, Inc.; the National Association of Securities Dealers, Inc., or the Municipal Securities Rulemaking Board, as Seller may elect. If Seller makes no written election addressed to Q&R by registered mail within five days after receiving a written demand for arbitration from Q&R, Seller authorizes Q&R to elect one of the above listed forums for Seller. (b)Unless rules of the arbitral forum dictate otherwise, any arbitration proceeding between Seller and Q&R shall be held at a location at which the selected forum regularly conducts such proceedings nearest to the Q&R office carrying Seller's accounts at the time the claim arose; this venue shall apply even if Seller has related disputes with other parties which cannot be resolved in the sale locale. Except for simplified proceedings (small claims), any arbitration proceeding between Seller and Q&R shall be heard and decided by a panel of not fewer than three arbitrators. (c)The law of the Commonwealth of Massachusetts shall apply in all respects, including but not limited to determination of applicable statutes of limitation and available remedies. The award of the arbitrator or a majority of arbitrators shall be final, and judgement on the award may be entered in any state or federal court having jurisdiction. 2. Seller represents that Seller understands the terms of the above arbitration clause as follows: (i) Arbitration is final and binding on the parties. (ii) The parties are waiving their right to seek remedies in court, including the right to jury trial. (iii) Pre-arbitration discovery is generally more limited than and different from court proceedings. (iv) The arbitrators' award is not required to include factual findings or legal reasoning, and any party's right to appeal or seek modification of rulings by the arbitrators is strictly limited. (v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (vi) No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative call action until: (A) the class certification is denied; (B) the class is decertified; or (C) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Sales Plan except to the extent stated herein. G. General 1.Proceeds from each sale of Stock effected under the Sales Plan will be delivered to Seller's account at Q&R on a normal three-day settlement basis less any commission, commission equivalent, mark-up or differential and other expenses of sale to be paid to Q&R, provided that any commission hereunder shall not exceed $.05 per share. 2.Seller and Q&R acknowledge and agree that this Sales Plan is a "securities contract" as such term is defined in Section 741(7) of Title 11 of the United States Code (the "Bankruptcy Code"), entitled to all of the protections given such contracts under the Bankruptcy code. 3.This Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supersedes any prior agreements or understandings with regard to the Sales Plan. 4.This Sales Plan may be amended by Seller only upon the written consent of Q&R which consent may be withheld at Q&R's sole discretion, and receipt by Q&R of the following documents, each dated as of the date of such amendment: (i) a representation signed by the Issuer substantially in the form of Exhibit A hereto; and (ii) a certificate signed by Seller certifying that the representations and warrants of Seller contained in this Sales Plan are true at and as of the date of such certificate. 5.All notices to Q&R under this Sales Plan shall be given in the manner specified by this Sales Plan to: Jason Nigro Vice President Quick & Reilly, Inc. 110 Williams Street New York, NY 10038 Tel.: Fax: 6.Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Q&R. 7.This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 8.If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Sales Plan will continue and remain in full force and effect. 9.This Sales Plan shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts and may be modified or amended only by a writing signed by the parties hereto. NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS F.1 AND F.2. [The rest of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above. /s/ Robert J. Murray_____ Robert J. Murray Quick & Reilly, Inc. /s/ Jason Nigro_________ Name: Jason Nigro Title: Business Manager Corporate Executive Services SCHEDULE A STOCK OPTIONS TO BE EXERCISED UNDER SALES PLAN Stock Option Plan Grant Date Option Price Outstanding Options Exercisable 2/2/1996 18.25 250,000 5/1/1997 26.375 52,417 5/1/1997 26.375 6,921 EXHIBIT A Issuer Representation 1.New England Business Service, Inc. (the "Issuer") represents that it has approved the Sales Plan dated November 3, 2003 (the "Sales Plan") between ("Seller") and Quick & Reilly, Inc. ("Q&R") relating to the common stock, par value $1.00 per share of the Issuer (the "Stock"). 2.The sales to be made by Q&R for the account of Seller pursuant to the Sales Plan will not violate the Issuer's insider trading policies, and to the best of the Issuer's knowledge there are no legal, contractual or regulatory restrictions applicable to Seller or Seller's affiliates as of the date of this representation that would prohibit either Seller from entering into the Sales Plan or any sale pursuant to the Sales Plan. 3.If, at any time during the Plan Sales Period, a legal, contractual or regulatory restriction that is applicable to Seller or Seller's affiliates would prohibit any sale pursuant to the Sales Plan (other than any such restriction relating to Seller's possession or alleged possession of material nonpublic information about the Issuer or its securities), the Issuer agrees to give Q&R notice of such restriction by telephone or facsimile as soon as practicable at the numbers indicated in the Sales Plan, and shall indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability to Seller. In any event, the Issuer shall not communicate any material nonpublic information about the Issuer or its securities to Q&R. 4.To avoid delays in connection with transfers of stock certificates and settlement of transactions under the Sales Plan, and in acknowledgement of Q&R's agreement in paragraph B.11 of the Sales Plan that sales of Stock under the Sales Plan will be effected in compliance with Rule 144 of the Securities Act of 1933, as amended, and Q&R's agreement in paragraph C.5 of the Sales Plan to return any unsold shares to the Issuer's transfer agent for relegending to the extent such shares would then be subject to transfer restrictions in the hands of the Seller, the Issuer agrees that it will, immediately upon Seller's directing delivery of Stock into an account at Q&R in the name of and for the benefit of Seller, instruct its transfer agent to process the transfer of shares and issue a new certificate to Seller that does not bear any legend or statement restricting its transferability to a buyer. 5.The Issuer acknowledges that Seller has authorized Q&R to serve as Seller's agent and attorney-in-fact to exercise certain options to purchase the Stock from time to time pursuant to the Sales Plan. The Issuer agrees to accept, acknowledge and effect the exercise of such options by Q&R and the delivery of the underlying Stock to Q&R (free of any legend or statement restricting its transferability to a buyer) upon receipt of a completed Stock Option Cashless Exercise Form in the form attached to the Sales Plan as Exhibit B. Dated: _______________, 200__ New England Business Service, Inc. By: _______________________ Name: Daniel M. Junius Title: Executive Vice President, CFO and Treasurer EXHIBIT B STOCK OPTION CASHLESS EXERCISE FORM 1.Instructions to New England Business Service, Inc. A.This constitutes notice under the stock option plan of New England Business Service, Inc. (the "Issuer") that I elect to exercise my option to Purchase________________ shares of company stock (the "Stock") at an exercise price of $ _____________ per share. B. This is a (check one): _____qualified stock option plan X____ non-qualified stock option plan C.I hereby irrevocably authorize the Issuer to (check one): ___ (1)register the certificate(s) representing the Stock in the name of Quick & Reilly, Inc.("Q&R"); and (2)deliver the certificate(s) to Q&R for deposit into my Plan Account; Account #:_____________________ OR - ____deliver share to Q&R through the Depository Trust Company (DTC). Q&R Bank DTC #:______________ Account #:_____________________ ] ] _____________________ ______________ (Employee Signature) (Date) II.Issuer's Acknowledgement of Option Exercise A.The Issuer acknowledges that it is in receipt of a valid option exercise Certificate from _____________________ ("Employee") covering the exercise of __________ shares of the Issuer's common stock. B.In consideration of Q&R making a payment of $_____________ to cover the cost of exercise (including taxes, if any) of the Employee's option to purchase the shares from the Issuer, the Issuer agrees to promptly issue and deliver the shares registered in the name of Q&R for the Employee's account. C.Funds should be delivered (check one): _____ via check to: __________________(company name) ___X__ via wire to:____Fleet____________(bank name) ABA # _______________ (nine digits) Account # __00032326701__________ (company name) D.The Issuer represents that the shares will be issued pursuant to an effective registration statement and that the shares will be free of any restrictive legend. New England Business Service, Inc. Signature: _____________________ Print Name/Title: Date: _____________________ -----END PRIVACY-ENHANCED MESSAGE-----