EX-10 6 ex109.htm SUPPLEMENTAL DEFERRED COMPENSATION PLAN NO.2 GENERAL BINDING CORPORATION
Exhibit 10.9






                           GENERAL BINDING CORPORATION
                  SUPPLEMENTAL DEFERRED COMPENSATION PLAN NO. 2




















                                                                JANUARY 25, 2001
                                                         REVISED AUGUST 13, 2001
 
                           GENERAL BINDING CORPORATION
                  SUPPLEMENTAL DEFERRED COMPENSATION PLAN NO. 2
                  ---------------------------------------------
                                   SECTION 1
     1.1  Purpose. General Binding Corporation ("the Company") is establishing
this Supplemental Deferred Compensation Plan ("Plan") effective January 25, 2001
for the purpose of (a) providing a select group of highly compensated or
management employees with the opportunity to defer a portion of their individual
compensation to a future date including the date of retirement at the election
of the covered employee ("Participant") and (b) restoring to a Participant the
equivalent of the amount by which the Participant's benefits under the General
Binding Corporation 401(k) Retirement Savings Plan (the "401(k) Plan") are
reduced by reason of the operation of the Code Limitations (described in Section
1.5 below).
     1.2  The Plan. The Plan shall consist of two parts: an optional deferral of
salary reduction amounts and a restoration of reduced 401(k) Plan benefits.
     1.3  Effective Date. The effective date of this Plan is January 25, 2001.
     1.4  Participant Selection. The Participants in the Plan shall be those
highly compensated or management employees of the Company who are from time to
time designated as eligible by the Chief Executive Officer of the Company.
     1.5  Code Limitations. The term "Code Limitations" as used in this Plan
shall mean the limitations imposed on a participant's 401(k) Plan benefit under
Internal Revenue Code ("Code") Sections 415 (limitations on annual benefits),
401(k) and 401(m) (limitations resulting from discrimination in favor of highly
compensated employees), 402(g) (the dollar limit on the amount of 401(k)
contributions a participant may elect to make to the 401(k) Plan), and
401(a)(17) (the dollar limit on the amount of compensation that may be taken
into account under the 401(k) Plan). For purposes of applying the provisions of
this Plan, Participants' Compensation shall be determined by the Company under
an Executive Salary Grade or other salary scale as established by the Company
from time to time. Except for Participants in Executive Salary Grades 1, 2 or 3,
notwithstanding any other provision of this Plan, the Code Section 401(a)(17)
compensation limit shall be disregarded only to the extent of the first $250,000
of a participant's compensation (such amount to be adjusted annually for changes
in the cost of living as provided in Section 415(d) of the Code).
     1.6  Participation by Affiliates. Effective January 25, 2001, the Plan is
extended to employees of certain affiliates of the Company (within the meaning
of Code Section 414(b), (c) or (m)) ("Affiliate"). All references in the Plan to
"Company" (other than Section 5.4) shall be deemed to include a reference to any
participating Affiliate and all references to the "401(k) Plan" shall be deemed
to include a reference to any 401(k) plan maintained by a participating
Affiliate. Notwithstanding the foregoing, the Company and each Affiliate shall
have no obligation to credit deferrals or otherwise provide benefits to any
Participants other than its own employees.
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                                   SECTION 2
     2.1  Participant Elections. Each Participant shall have the option to make
the following elections each year:
          (a) If the Participant is making 401(k) Contributions under the 401(k)
Plan, to defer receipt of the difference between (i) the amount of the 401(k)
Contributions the Participant would have made under the 401(k) Plan if there
were no Code Limitations, and (ii) the amount of 401(k) Contributions actually
made on behalf of the Participant under the 401(k) Plan for such year (a "Basic
Deferral") until separation from the service of the Company, disability, death
or retirement;
          (b) To defer receipt of any part or all of his or her total
compensation (a "Voluntary Deferral") until separation from the service of the
Company, disability, death or retirement.
     2.2  Method of Election.
          (a) Not later than thirty (30) days after the effective date of this
Plan and not later than December 31 of each year thereafter, each Participant
shall have the right to elect in advance to make the deferrals described in
Section 2.1 with respect to any portion of the Participant's total compensation,
if any, earned in the year the Plan becomes effective or on the following year
as the case may be by executing an election form designating whether he or she
wishes to make a Basic Deferral and the amount of any Voluntary Deferral either
in a dollar amount or in a percentage amount. A Participant first becoming
eligible under the Plan must make the deferral elections within 30 days after
initial eligibility.
          (b) The Participant shall have the right to make a new and different
election each year with respect to compensation for the succeeding year or,
alternatively, may designate on the election form that the election shall
continue to be effective with respect to succeeding years unless and until a
changed election is made by the Participant in a timely manner with respect to
one or more succeeding years.
     2.3  Withholding of Deferrals. The amount of the Basic Deferral and the
Voluntary Deferral, if any, shall be deducted in uniform amounts from each
salary or incentive compensation check of the Participant throughout the year,
or, if the Participant so elects, from his or her bonus.
                                   SECTION 3
     3.1  Allocation to Deferral Accounts. As of the date a Participant would
have received compensation but for his or her deferral election (or as soon as
practicable thereafter), the Participant's deferral shall be credited to the
Participant's Basic or Voluntary Deferral Account as may be applicable.
     3.2  Company Matching Contributions. An Employer Deferral Account shall be
established for each Participant who makes a Basic Deferral. On the last day of
each year in which a Participant makes compensation deferrals under Section 2
above, the Company will 
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credit to each Employer Basic Deferral Account an amount equal to the matching
contribution that the Company would have made to the Participant's account under
the Company's 401(k) plan if the Participant's compensation deferral had been
made to the 401(k) plan instead of being credited under this Plan.
     3.3  Discretionary Employer Contribution. The Company may (but is not
required to) contribute additional amounts to the Participant's Basic Deferral
Account.
     3.4  Vesting. A Participant shall fully and immediately vest in his or her
Basic Deferral Account and Voluntary Deferral Account. A Participant's Employer
Deferral account will be subject to the same vesting schedule as found in the
Company's 401(k) plan.
                                   SECTION 4
     4.1  Investment Direction of Deferral Accounts. A Participant may direct
the Plan Administrator as to how to invest the amounts deferred by the
Participant and any Employer Contribution. Each Participant may select one or
any combination of the investment funds available to Participants under this
Plan from time to time. A schedule listing the available funds, and their
investment objectives, will be given to the Participants prior to making their
Deferral elections.
     4.2  Changes of Investment Funds. Any Participant who has made an initial
election of Investment Funds for future deferrals may subsequently change or
cancel that election daily by providing a notice of such change or cancellation
to the Plan Administrator. Reallocation of amounts presently credited to one or
more Investment Funds may be done once per quarter. The change or reallocation
must be provided within a reasonable amount of time prior to the time the change
is to be effective.
     4.3  Crediting of Earnings, Gains and Losses to Deferral Accounts. The
Participant's Deferral Accounts shall be credited or debited with the net
Earnings thereon on a daily basis. The Participant shall receive a quarterly
statement of the balance standing to his or her credit in the Deferral Accounts.
     4.4  Time of Payment.
          (a) All other amounts credited to a Participant's Accounts, to the
extent then vested shall be payable to a Participant only upon the Participant's
separation from the service of the Company, by early, normal or deferred
retirement, the Participant's disability as defined in the 401(k) Plan or to the
Participant's beneficiary in the event of the Participant's death.
          (b) Benefits shall be payable either in a lump sum or in installments
to the Participant and a beneficiary over a period not longer than five (5)
years. The method of payment shall be made as specified in writing by the
Participant at the time of the deferral and as made or changed by the
Participant in writing not later than one year prior to the date of expected
payment or commencement of payments. Exception to the one year advance election
requirement may be made only with the approval of the Plan Committee upon
application of the Participant for good cause shown.
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                                   SECTION 5
     5.1  Administration by Board Committee. The Executive Compensation
Committee of the Board of Directors, whose members shall be appointed from time
to time by the Company's Board of Directors shall be the Plan Administrator with
final and binding discretionary authority to control and manage the operation
and administration of the Plan, including all rights and powers necessary or
convenient to the carrying out of its functions hereunder. In executing its
responsibilities hereunder, the Committee may manage and administer the Plan
through the use of agents who may include employees of the Company. Without
limiting the generality of the foregoing, and in addition to the other powers
set forth in this Plan, the Committee shall have the powers of the Plan
Committee under the 401(k) Plan and the following discretionary authorities:
          (a) to construe and interpret the Plan, decide all questions of
eligibility and determine the amount, manner and time of payment of any benefits
hereunder;
          (b) to prescribe procedures to be followed by Participants or
beneficiaries filing applications for benefits;
          (c) to prepare and distribute, in such manner as the Committee
determines to be appropriate, information explaining the Plan;
          (d) to request and receive from the Company and from Participants such
information as shall be necessary for the proper administration of the Plan;
          (e) to furnish the Company upon request such annual and other reports
with respect to the administration of the Plan as are reasonable and
appropriate; and
          (f) to receive, review and maintain on file reports of the financial
condition and of the receipts and disbursements of the Trust Fund from the Plan
Administrator or Trustee as the case may be.
     5.2  Compliance. The Committee shall take all such action as it deems
necessary or appropriate to comply with governmental laws and regulations
relating to the maintenance of records, notifications to Participants,
registrations with the Internal Revenue Service, reports to the U.S. Department
of Labor and all other requirements applicable to the Plan.
     5.3  Claims Procedure. The procedures for making of elections, application
for benefits, filing of claims and for claim review as set forth in the 401(k)
Plan or its successor, and as amended from time to time, are hereby incorporated
in this Plan and shall be applicable hereunder except that any reference therein
to a Plan Committee shall mean the Committee established under the Plan.
     5.4  Amendment and Termination. The Company reserves the right by
resolution of its Board of Directors to amend this Plan retroactively or
otherwise in any manner which it deems desirable including, but not by way of
limitation, the right to increase or reduce benefits to be provided hereunder or
to change any provision relating to the payment of benefits and to terminate
this Plan at any time upon giving notice to Participants and beneficiaries.
Except to
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the extent necessary to conform to the laws or regulations or the extent
permitted by any applicable law and regulation, neither the termination nor any
suspension or amendment of the Plan shall operate either directly or indirectly
to deprive any Participant or beneficiary of a non-forfeitable accrued benefit
as constituted at the time of termination, suspension or amendment.
     5.5  Governing Law. Except to the extent preempted by the law of the United
States, the plan shall be construed and administered in accordance with the laws
of the State of Illinois.
     5.6  No Contract of Employment. The Plan does not constitute a contract of
employment and nothing in this Plan shall give any employee or Participant the
right to be retained in the employ of the Company or the right to any award or
benefit except to the extent specifically provided in the Plan.
     5.7  Non-alienation. Benefits payable to, or on the account of, any
Participant or beneficiary under the Plan may not be voluntarily or
involuntarily assigned or alienated.
     5.8  Withholding. Participants and beneficiaries shall make appropriate
arrangements for the satisfaction of any applicable federal, state or local
taxes. The Committee shall be authorized to take such action as may be
appropriate, including withholding from amounts due to Participants or
beneficiaries under the Plan, compensation to Participants from the Company or
otherwise in order to assure tax compliance.
     5.9  No Requirement to Fund. No provision in this plan shall be construed
to require, either directly or indirectly, the Company to reserve, or otherwise
set aside, funds for the payment of benefits hereunder.
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                                 FIRST AMENDMENT
                                     TO THE
                           GENERAL BINDING CORPORATION
                  SUPPLEMENTAL DEFERRED COMPENSATION PLAN NO. 2
     WHEREAS, the Company maintains the General Binding Corporation Supplemental
Deferred Compensation Plan No. 2 (the "Plan"), and 
     WHEREAS, the Company has reserved the right to amend the Plan in Section
5.4, and
     WHEREAS, the Company desires to allow the eligible employees of its
affiliates to participate in the Plan;
     NOW THEREFORE, pursuant to the authority granted by the Board of Directors,
the Plan is amended to add a new Section 1.6 to read as follows: 
          "1.6 Participation by Affiliates.
               Effective ________, 2001, the Plan is extended to employees of
          certain affiliates of the Company (within the meaning of Code Section
          414(b), (c) or (m)) ("Affiliate"). All references in the Plan to
          "Company" (other than Section 5.4) shall be deemed to include a
          reference to any participating Affiliate and all references to the
          "401(k) Plan" shall be deemed to include a reference to any 401(k)
          plan maintained by a participating Affiliate. Notwithstanding the
          foregoing, the Company and each Affiliate shall have no obligation to
          credit deferrals or otherwise provide benefits to any Participants
          other than its own employees."
     IN WITNESS WHEREOF, the Company has caused this First Amendment to be
signed by a duly authorized officer this ______ day of _________, 2001.
                                                     GENERAL BINDING CORPORATION
                                                     By:
                                                        ------------------------
                                                        Its:
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