EXHIBIT 11
Sales Plan
Sales Plan dated November 3, 2003 (this "Sales Plan")
between Xxxxxx X. Xxxxxx ("Seller") and Quick & Xxxxxx, 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
0.Xx 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, xxxx-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:
Xxxxx Xxxxx
Vice President
Quick & Xxxxxx, Inc.
000 Xxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
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/ Xxxxxx X. Murray_____
Xxxxxx X. Xxxxxx
Quick & Xxxxxx, Inc.
/s/ Xxxxx Nigro_________
Name: Xxxxx Xxxxx
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
0.Xxx 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 & Xxxxxx, 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
xxxxxxx xxxxxxx 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.
0.Xx 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: Xxxxxx X. Xxxxxx
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 & Xxxxxx, 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.
X.Xx 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: _____________________
