Exhibit 10.4
ALCO STANDARD CORPORATION
PARTNERS' STOCK PURCHASE PLAN
(As Amended and Restated)
1. Purpose. The purpose of this Partners' Stock Purchase Plan (the
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"Plan") of Alco Standard Corporation ("Alco"), is to secure for Alco and its
stockholders the benefits of the incentive which an interest in the ownership of
common stock of Alco will provide to directors and those employees and
consultants who will be responsible for Alco's future growth and continued
success.
2. Participation. Only "Eligible Persons" (as hereinafter defined) shall
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be entitled to participate in the Plan. An "Eligible Person" shall be a
director of Alco, or a full-time or part-time employee of Alco, or of a
subsidiary, or a consultant to Alco or a subsidiary, who shall have been
designated as a "Partner of Alco" by the Board of Directors of Alco. A
subsidiary whose employees or consultants may be considered for participation in
the Plan is any present or future corporation of which Alco or a subsidiary of
Alco owns stock representing fifty percent or more of the combined voting power
of all classes of stock of such corporation ("Eligible Subsidiary" or
"Subsidiary"). An Eligible Subsidiary, for this purpose, may be either a
domestic or foreign corporation.
An Eligible Person may become a participant in the Plan ("Participant") by
delivering to Alco or to a Subsidiary the prescribed election form. The first
election shall generally be effective on the first day of the calendar month
next succeeding the month in which the election form is delivered (the "Entry
Date"). Any election thereafter to increase, decrease, or discontinue
contributions to the Plan shall generally become effective as of the next
succeeding Entry Date. A succeeding Entry Date is the first day of the
succeeding month.
3. Contributions by Participants. All contributions by Participants shall
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be by pay deduction. The amount of such pay deduction shall be fixed in the
election form delivered by the Participant, but shall not be less than 2% and
shall not exceed 15% of the Participant's "Base Compensation," provided,
however, that a Participant shall also be entitled to contribute an amount which
is within the foregoing percentages of the Participant's cash bonus compensation
which may be payable on an annual basis to the Participant after September 30 of
each year as a percentage of Base Compensation. In the event a Participant also
participates in the Alco Standard Corporation Stock Participation Plan or any
other qualified savings plan (other than deferred compensation plans maintained
by Alco or any of its subsidiaries) to which employee pre-tax or after-tax
contributions are currently being made, the foregoing 15% contribution
limitation shall be reduced by the amount which is used as the basis for
calculation of matching company contributions under such other plan. "Base
Compensation" shall mean (a) monthly base salary, including amounts deferred
pursuant to the Alco Standard Corporation Stock Participation Plan, any other
qualified savings plan described or any other non-qualified deferred
compensation plan sponsored by Alco, but excluding any amounts or awards earned
pursuant to the Alco Standard Corporation Long Term Incentive Compensation Plan,
(b) annual director, committee and trustees fees, including fees deferred
pursuant to the 1989 Directors' Stock Option Plan or (c) consulting fees in the
case of consultants.
4. Contributions by Alco or a Subsidiary. Alco or a Subsidiary shall
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contribute into the Plan with respect to each Participant an amount equal to
66 2/3% of the Participant's contributions. In addition to the foregoing
amount, as
soon as administratively practicable after September 30 of each year, Alco or
a Subsidiary shall contribute to each Participant's account an amount equal to
33 l/3% of the Participant's contributions during the preceding 12-month period
from October 1 to September 30 (the "Previous Fiscal Year"), provided the
following conditions are met:
a) the Company (as hereinafter defined) employing such Participant
has achieved its Target Performance (as hereinafter defined) for the Previous
Fiscal Year; and
b) except as otherwise authorized by the Plan Committee appointed
pursuant to Paragraph 13, the Participant is an employee of the Company on
September 30 of the Previous Fiscal Year.
"Company" shall mean Alco, or each division, subsidiary or other grouping
within Alco or a Subsidiary, as the case may be. "Target Performance" shall, in
the case of groups and companies, have the meaning set forth in the Alco
Standard Corporation Incentive Bonus Plan, as from time to time in effect for
each group and each company, and in the case of corporate partners, including
non-employee directors, the performance which earns a bonus for corporate
officers equal to 100% of target as established from time to time by the Human
Resources Committee of the Board of Directors. The contribution of each
Participant, together with Alco's or a Subsidiary's contribution, will be
applied to the purchase of shares of Alco common stock as hereinafter described.
5. Trustee. The Board of Directors shall name and designate a Trustee or
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Trustees (hereinafter "Trustee"), who shall enter into a Trust Agreement with
Alco in a form approved by the Board of Directors. The Board shall have the
power to approve amendments to the Trust Agreement, remove any Trustee, and
designate a successor Trustee or Trustees. The assets of the Plan shall be
held in trust by the Trustee for use in accordance with the Plan in providing
for the benefits hereunder. Before the satisfaction of all liabilities under
the Plan in the event of termination of the Plan, none of the assets held by the
Trustee shall be used for or diverted to purposes other than for the exclusive
benefit of Participants and their beneficiaries except as expressly provided in
this Plan and in the Trust Agreement. No persons shall have any interest in, or
right to, any part of the assets or income held by the Trustee, except as and to
the extent expressly provided in this Plan and the Trust Agreement.
6. Purchases of Alco Common Stock. As soon as is practicable after the
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end of each month, the Trustee shall allocate to the account of each
Participant, out of shares of Alco common stock acquired by the Trustee for such
purpose, such number of full shares and such fractional interest in a share of
Alco common stock as may be purchased by funds in each Participant's account at
the end of such month representing contributions by the Participant and by Alco
or a Subsidiary. Such allocation of shares shall be at the average cost to the
Trustee of the shares allocated to all Participants' accounts at such time.
Shares purchased with funds contributed by the Participant shall be registered
in the name of the Participant or in such other name or names as the Participant
may have designated in the prescribed election form. Shares purchased with
funds contributed by Alco or a Subsidiary shall be registered in the name of the
Trustee. Any dividends shall be paid on all shares held in the Plan at the
close of business on the record date.
Shares of Alco common stock shall be purchased by the Trustee from time to
time out of funds received by the Trustee under the Plan, either (a) on the open
market, or (b) in private transactions, including, without limitation, from Alco
or a Subsidiary, any individual or any employee benefit plan maintained by Alco
or a Subsidiary; provided, however, that all such purchases shall be at not
more than the then current fair market value of Alco common stock. The Trustee
shall also hold for the purpose of allocation to the accounts of Participants as
above provided shares of Alco common stock forfeited under the provisions of
Paragraph 11 herein.
7. Stock Rights, Stock Splits and Stock Dividends. The Trustee, in its
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discretion, may exercise or sell any rights to purchase any securities
appertaining to shares of Alco common stock held by the Trustee, whether or not
allocated to individual accounts. The accounts of Participants shall be
appropriately credited. Securities received by the Trustee by reason of a stock
split, a stock dividend or other distribution shall also be appropriately
allocated to the accounts of Participants.
8. Voting of Alco Common Stock. The Trustee shall vote all shares of Alco
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common stock purchased with the contributions of Alco or a Subsidiary and held
by the Trustee in such manner as the Trustee shall, in the Trustee's discretion,
determine. In the event of a tender offer for Alco stock, the Trustee shall
tender or not tender shares held by the Plan in the Trustee's discretion.
9. Interest of the Participant in Shares. An account will be maintained
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for each Participant showing the number of shares of Alco common stock purchased
from funds contributed by the Participant and from funds contributed by Alco or
a Subsidiary for the benefit of the Participant. A Participant shall at all
times have a vested interest in the shares of Alco common stock in his account
purchased with his contributions. A Participant's interest in the shares
purchased with the contributions of Alco or a Subsidiary shall not be
immediately vested but shall vest in five equal annual installments, beginning
January 2 of the second full calendar year following the year of purchase of
such shares. The foregoing vesting schedule is subject to the provisions of
Paragraph 11 hereof regarding termination of participation in the Plan.
10. Share Certificates and Distribution of Dividends. After the end of
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each calendar month there shall be distributed to each Participant a stock
certificate registered in the name of the Participant, or in such other name or
names as he may have designated in the prescribed election form, representing
the number of whole shares of Alco common stock purchased during the preceding
calendar month from funds contributed by the Participant.
After the end of each calendar year, there shall be distributed to each
Participant a stock certificate registered in the name of the Participant, or in
such other name or names as he may have designated in the prescribed election
form, representing the number of whole shares of Alco common stock purchased
from funds contributed by Alco or a Subsidiary in which the Participant's
interest shall have vested. Concurrently, there shall be furnished to each
Participant an annual statement which shall reflect the amount of his
contributions to date, the corresponding contributions by Alco or a Subsidiary
to date, the aggregate cost of the shares represented by the certificate
distributed to the Participant, the fractional share, if any, to which the
Participant may be entitled, and the number of shares of Alco common stock in
the Participant's account in which his interest shall not have vested. A
similar statement will be furnished on termination of participation in the Plan.
Dividends on all shares of Alco common stock, whether or not such shares have
vested, will be distributed currently.
11. Termination of Participation. If a Participant ceases to be an
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Eligible Person because of death, retirement or termination of his employment by
reason of Alco's or a Subsidiary's termination of its business at a particular
geographic location or by reason of a decrease in Alco's direct or indirect
combined voting power of all classes of stock of a corporation to below 50%, his
participation in the Plan shall automatically terminate as of the end of the
calendar month of his death, retirement or termination of his employment. Upon
such termination, the
Participant's interest in all shares of Alco common stock in his account
purchased with contributions by Alco or a Subsidiary shall immediately vest and
there shall be delivered to the Participant, or to the estate of a decreased
Participant (a) a stock certificate registered in the name of the Participant,
or such other name or names as he may have designated in the prescribed election
form, representing any whole shares in the Participant's account purchased from
funds contributed by the Participant which have not been previously distributed
to him, (b) a stock certificate registered in the name of the Participant, or
such other name or names as he may have designated, representing the whole
shares in the Participant's account purchased from funds contributed by Alco or
a Subsidiary, and (c) cash representing the value of any fractional share to
which the Participant is entitled as of the effective date of termination of his
participation in the Plan. The term "retirement" as used above shall mean (a)
as to an employee, termination of employment with Alco or a Subsidiary at or
after the earlier of (i) the earliest age on which a Participant may retire
pursuant to the terms of the defined benefit pension plan sponsored by Alco or a
Subsidiary in which the Participant is then participating or (ii) a
Participant's attainment of age sixty (60), or (b) as to a director or
consultant, termination of such status at any time.
If a Participant ceases to be an Eligible Person because of any reason
other than death, retirement, termination of employment under the circumstances
set forth in the preceding paragraph, his participation in the Plan shall
automatically terminate as of the end of the calendar month of his cessation as
an Eligible Person. Upon such termination, the Participant will retain his
interest in all shares of Alco common stock in his account which have vested,
but the Participant's interest will terminate in all shares which have not yet
vested. The Participant shall receive a stock certificate representing any
vested shares,
together with cash representing the value of any fractional share to which the
Participant is entitled. The shares of Alco common stock in the Participant's
account which have not vested will thereafter be available to reduce the number
of shares otherwise required to be purchased with contributions by Alco or a
Subsidiary under the Plan.
If a Participant ceases to be an Eligible Person because his designation as
a "Partner of Alco" is terminated, the Committee referred to in Paragraph 13
may, in its discretion, determine that so long as such Participant shall
continue to be a director of Alco, or a full-time or part-time employee of Alco
or a Subsidiary, or a consultant to Alco or a subsidiary, he may no longer
contribute to the Plan but his interest in shares of Alco common stock
theretofore purchased with contributions of Alco or a Subsidiary shall continue
to vest in accordance with Paragraph 9 (subject to this Paragraph 11) as though
the Participant remained an Eligible Person.
12. Expenses. In addition to its contributions, Alco or its Subsidiary
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will pay all fees and expenses incurred in connection with the Plan, except that
brokerage fees or commissions incurred in the purchase of shares of Alco common
stock shall be considered part of the cost of the shares and shall be paid from
contributions under the Plan. No charge or deduction for any expenses will be
made to a Participant upon the termination of his participation under the Plan
or upon the distribution of certificates representing shares of Alco common
stock purchased with his contributions or the contributions of Alco or a
Subsidiary.
13. Administration. The Board of Directors shall appoint a Plan
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Committee, which Plan Committee shall consist of at least three persons to serve
at the pleasure of the Board. The Plan Committee shall appoint an
Administrator, who shall be responsible for the general administration of the
Plan
under the policy guidance of the Plan Committee. The Administrator shall be in
the employ of Alco and shall receive no special or additional compensation,
other than reimbursement of expenses, for his service as Administrator.
The Administrator and Plan Committee shall have all powers and duties necessary
to administer the Plan in accordance with its terms and applicable law. Any
construction, interpretation, or application of the Plan by the Administrator or
the Plan Committee shall be final, conclusive and binding on all persons.
14. Powers and Duties of Plan Committee. In addition to any duties and
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powers described elsewhere herein, the Plan Committee shall have the following
specific duties and powers:
(i) to retain such consultants, accountants and attorneys, as deemed
necessary or advisable, to render statements, reports and advice with
respect to the Plan and to assist the Plan Committee in complying with all
applicable rules and regulations affecting the Plan (such consultants,
accountants or attorneys may be the same as those retained by Alco);
(ii) to decide appeals from adverse determinations of the Administrator
with respect to eligibility for or amounts of benefits under the Plan; and
(iii) to supervise the duties of the Administrator.
15. Powers and Duties of Administrator. In addition to the duties and
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powers described elsewhere herein, the Administrator shall have the following
specific duties and powers:
(i) under the supervision of the Plan Committee, to establish rules,
regulations and procedures to carry out the provisions of the Plan;
(ii) to resolve questions or disputes relating to eligibility for
benefits or the amount of benefits under the Plan;
(iii) to conduct the day-to-day administration of the Plan subject to the
control and guidance of the Plan Committee;
(iv) to interpret the provisions of the Plan;
(vi) to evaluate administrative procedures;
(vii) to retain such consultants, accountants and attorneys, as deemed
necessary or advisable, to render statements, reports and advice with
respect to the Plan and to assist the Administrator in complying with all
applicable rules and regulations affecting the Plan (such consultants,
accountants or attorneys may be the same as those retained by Alco); and
(viii) to delegate such duties and powers as the Administrator shall
determine from time to time, to any person or persons.
16. Functioning of Administrator and Plan Committee. The Administrator
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and Plan Committee shall keep accurate records and minutes of meetings,
interpretations and decisions. The Plan Committee shall act by majority vote of
the members.
17. Adverse Determinations. If, at any time, the Administrator makes a
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determination adverse to a Participant or other claimant with respect to a
written claim for benefits or participation under the Plan, the Administrator
shall notify the claimant in writing of such determination.
18. Appeals from Adverse Determinations. A Participant or any other
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claimant who receives notice of an adverse determination by the Administrator
with respect to his claim may request in writing, within 60 days of receipt of
such notice, a review of the Administrator's determination by the Plan
Committee. The Plan Committee shall render a decision within 90 days of receipt
of a request for review.
19. Deemed Denials. If for any reason the written notice of denial
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described in Paragraph 17 is not furnished within 90 days of the Administrator's
receipt of a claim for benefits, the claim shall be deemed denied. Likewise, if
for any reason the written decision on review described in Paragraph 18 is not
furnished within the time prescribed, the claim shall be deemed to be denied on
review.
20. Indemnification. The Administrator, each member of the Plan Committee
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and each Trustee shall be indemnified by Alco against expenses (other than
amounts paid in settlement to which Alco does not consent) reasonably incurred
by him in connection with any action to which he may be a party by reason of his
performance of administrative functions and duties under the Plan, except in
relation to matters as to which he shall be adjudged in such action to be
personally guilty of willful misconduct or gross negligence in the performance
of his duties. The foregoing right to indemnification shall be in addition to
such other rights as the Administrator, Plan Committee member or Trustee may
enjoy as a matter of law or by reason of insurance coverage of any kind. Rights
granted hereunder shall also be in addition to and not in lieu of any rights to
indemnification to which the Administrator, the Plan Committee member or Trustee
may be entitled pursuant to the Code of Regulations of Alco.
21. Amendment and Termination. The Board of Directors of Alco may
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terminate the Plan at any time and may amend the Plan from time to time in any
respect; provided, however, that upon any termination of the Plan, all unvested
assets in the Participants' accounts shall become fully vested, and shall be
distributed to the Participants as soon as administratively practicable, and
provided further that no amendment to the Plan shall affect the right of a
Participant to receive his interest in the assets in his account, whether vested
or unvested, and no amendment to the Plan shall change the vesting schedule set
forth in Paragraph 9 hereof so as to increase the vesting period for any assets
in the Participant's account at the time of such amendment.
22. Government and Other Regulations. The obligation of Alco or a
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Subsidiary to make contributions under the Plan, and the obligation of Alco or a
Subsidiary to purchase shares of Alco common stock under the Plan, shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies as may be required.
23. Non-Alienation. No Participant shall be permitted to assign,
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alienate, sell, transfer, pledge, or otherwise encumber his interest under the
Plan prior to the distribution of stock certificates to him. Any attempt to
assign, alienate, sell, transfer, pledge, or otherwise encumber a Participant's
interest under the Plan prior to distribution of stock certificates shall be
void and of no effect.
ALCO STANDARD CORPORATION
By: /s/ Hugh G. Moulton
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Hugh G. Moulton
Executive Vice President &
Chief Administrative Officer