November 1, 1995
ALCO STANDARD CORPORATION
1994 DEFERRED COMPENSATION PLAN
THE PLAN
Alco Standard Corporation ("Alco") is offering to certain employees of its
divisions and subsidiaries ("Employer(s)") the opportunity to participate in the
Alco Standard Corporation 1994 Deferred Compensation Plan (the "Plan"), pursuant
to which participants may defer a portion of their compensation and receive
certain benefits upon retirement or other termination of employment. The Plan
initially became effective for certain employees on May 1, 1994. It was amended
and restated as of January 1, 1995 and was further amended and restated as of
July 1, 1995 for all current and new participants.
The full text of the amended and restated Plan is set forth beginning on
page 8 of this document. This document sets forth information about the Plan,
but should be read in conjunction with the text of the Plan itself.
Alco's principal office is located at Wayne, Pennsylvania 19087. Its
telephone number is (610) 296-8000. Alco's federal tax identification number is
23-0334400.
ELIGIBILITY
You are eligible to participate in the Plan if you are:
--A full-time employee of Alco or an Employer;
--A "highly compensated" employee (employees who have had compensation
from Alco or an Employer in excess of $100,000 in calendar year 1992
or 1993 will be considered "highly compensated" for purposes of the
Plan) or a "Partner" or have been selected for participation by the
President of Alco; and
--A U.S. taxpayer.
ELECTION TO PARTICIPATE
If you were a "Partner" on July 1, 1995 and did not already participate in
the Plan, you were permitted to begin participation as of July 1, 1995 by
signing an agreement ("Participation Agreement") which expressed your commitment
to participate in the Plan through December 31, 1999 (or until your employment
terminates, if earlier) and set forth your deferral
election for the period from July 1, 1995 through December 31, 1995. You may
also be required to sign any other forms required by the Plan Administrator.
If you were a "Partner" on July 1, 1995 and were already participating in
the Plan, you were permitted to increase your previous deferral election by up
to $5,000 for the period July 1, 1995 through December 31, 1995 by signing the
form provided for such purpose by the Plan Administrator.
DEFERRALS
You may elect to defer from your compensation an amount between $3,000 and
$30,000 for each of five plan years. (If you began participation as of July 1,
1995, you were permitted to elect to defer an amount between $1,500 and $5,000
for the period from July 1, 1995 through December 31, 1995 and an amount between
$3,000 and $30,000 for each of the next four plan years.) The amounts you defer
may vary from year to year, subject to these minimum and maximum limits. A
participant who does not elect a specific amount for any year will be deemed to
have elected to defer $3,000 for such year. If you terminate employment during
the deferral period, your deferral of income will immediately cease.
Generally, your Employer will deduct from your compensation, through
payroll deduction in substantially equal installments, the amounts you elect to
defer.
INVESTMENT ACCOUNTS
Amounts that you defer under the Plan will be credited to an account
established by Alco in your name. Your account will be "indexed", or credited
with earnings based on the performance of various investment alternatives
selected by you. In other words, Alco will measure the performance of these
funds, and will credit your account accordingly.
You may allocate your account balance among one or more of the following
alternatives (or such other alternatives as Alco may designate from time to
time), in any combination of whole percentages adding up to 100%:
. Growth Alternative - pursues capital growth through investment in
common stocks of financially sound companies believed to have above
average earnings or otherwise provide above average potential for
capital appreciation.
. Value Equity Alternative - pursues capital growth through a
conservative investment approach designed to
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increase capital with reasonable risk through investment in common
stocks of established companies.
. Balanced Alternative - pursues long-term capital growth and reasonable
current income without undue risk to principal through investment in
both common stocks and bonds.
. Limited Maturity Bond Alternative - seeks to achieve the highest
current income consistent with low risk to principal and liquidity
through investment in a diversified group of short to intermediate term
debt securities. Average maturity will not exceed 5 years.
. Government Income Alternative - seeks a high level of current income
and total return consistent with safety of principal through investment
in debt securities issued or guaranteed by the U.S. Government,
including Government Mortgage-backed securities.
. Short-Term Investment Alternative - pursues maximum current income
consistent with liquidity and preservation of capital through
investment in money market securities.
. Quality Equity Alternative - seeks to attain the highest total
investment return consistent with prudent risk through a fully managed
investment policy utilizing equity securities, primarily common stocks
of large-capitalization companies, as well as investment grade debt and
convertible securities.
. Equity Growth Alternative - seeks to attain long-term growth of capital
by investing primarily in common stocks of relatively small companies
believed to have special investment value and emerging growth companies
regardless of size.
. International Equity Focus Alternative - seeks to obtain capital
appreciation through investments in securities, principally equities,
of issuers in countries other than the United States.
Nueberger & Berman Management, Inc. serves as the investment adviser to the
Growth, Value Equity, Balanced, Limited Maturity Bond, Government Income and
Short-Term Investment Alternatives. Merrill Lynch Asset Management L.P. manages
the Quality Equity, Equity Growth and International Equity Focus Alternatives.
You will receive additional information for each of the above Alternatives from
the Plan Administrator. The above descriptions are qualified in their entirety
by reference to such information.
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You may change your allocation among the various alternatives once during
any calendar quarter. Any change you request will become effective as of the
first day of the next calendar quarter.
THE VALUE OF THE BENEFIT YOU ULTIMATELY RECEIVE UNDER THE PLAN DEPENDS ON
THE RETURNS CREDITED TO YOUR ACCOUNT, BASED ON YOUR SELECTION OF ALTERNATIVES.
THERE IS NO GUARANTEED RATE OF RETURN ON YOUR ACCOUNT UNDER THE PLAN.
VESTING
You will become vested in your account if you remain a full-time employee
of Alco or an Employer for a period of five years after you begin participating
in the Plan (or, in the case of employees who began participating in the Plan as
of July 1, 1995, until December 31, 1999) or until you reach age 65, whichever
occurs first. If you leave employment (for any reason other than death or total
disability) before you are vested in your account, you will not receive any
retirement benefits, but you will receive a lump sum payment equal to the lesser
of the balance in your account or the total amount of your deferrals.
DISABILITY BENEFITS
If your employment with Alco or an Employer terminates because of total
disability before your benefits have vested, you will automatically become
vested as of such date. Your retirement benefits will not begin until the
January after you reach age 60, except that you may, in the case of financial
hardship, apply to the Committee for an earlier commencement of benefits.
DEATH BENEFITS
If you die before you begin to receive your retirement benefits, your
beneficiary will be entitled to receive, in a lump sum, the balance in your
account as of the last day of the month following your date of death.
RETIREMENT BENEFITS
Your retirement benefits will be paid to you in ten annual payments,
beginning in January of the year after you reach age 60 or retire from the
employ of Alco or an Employer, whichever is later. Your retirement benefits will
be paid to you as follows:
. 1/10 of your account balance in year 1,
. 1/9 of your account balance in year 2,
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. 1/8 of your account balance in year 3,
. 1/7 of your account balance in year 4,
. 1/6 of your account balance in year 5,
. 1/5 of your account balance in year 6,
. 1/4 of your account balance in year 7,
. 1/3 of your account balance in year 8,
. 1/2 of your account balance in year 9, and
. the balance in year 10.
You may elect to defer receipt of your benefits to a later date by providing
written notice to the Administrator at least 12 months prior to the date on
which your benefits would otherwise commence.
If you die after your retirement benefit payments have commenced, your
beneficiary will be entitled to receive, for the duration of the ten-year
period, the retirement benefits to which you would have been entitled if you had
lived.
USE OF PARTICIPANT PAYMENTS
Alco currently intends (but is not obligated) to use participant deferrals
to purchase life insurance on the lives of participating employees. The
obligations of Alco and/or the Employers under the Plan will not be secured in
any manner, however, nor will specific assets or funds be set aside for the
payment of benefits. A Participant's interest in the Plan or a Participation
Agreement may not be assigned, transferred, pledged, encumbered, alienated or
charged.
OTHER EMPLOYEE BENEFIT PLANS
Participation in this Plan does not in any way affect your right to
participate in any pension, profit-sharing, incentive, thrift, group health
insurance, stock option, termination pay, or similar plan of Alco or an
Employer, except that the deferrals shall not be included in determining your
benefits under any retirement plans qualified under section 401(a) of the
Internal Revenue Code. Deferrals under this Plan will be included as
compensation for purposes of calculating the level of contributions under Alco's
Partners' Stock Purchase Plan.
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EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974
The Plan is a "pension plan" as defined in the Employee Retirement Income
Security Act of 1974 ("ERISA") and is subject to certain provisions of ERISA,
including certain requirements relating to reporting, disclosure, enforcement
and claims. The Plan is unfunded for purposes of ERISA. The Plan is not subject
to eligibility, participation, vesting, benefit accrual, or plan termination
insurance provisions of ERISA.
ADMINISTRATION
The Plan provides that authority for the administration and interpretation
of the Plan will be vested in a Committee selected by the Board of Directors of
Alco (the "Committee"). The Board of Directors may at any time change the
membership of the Committee.
The Committee will from time to time appoint a Plan Administrator who will
be responsible for the general administration of the Plan under the policy
guidance of the Committee. William M. Bauer, Director of Risk Management of
Alco, P.O. Box 834, Valley Forge, PA 19482 has been selected as the Plan
Administrator, and the agent for service of process under the Plan. A new
Administrator may be appointed by the Committee at any time.
The Plan's fiscal year is January 1 - December 31. Its Plan number is 301.
All expenses incurred in administering the Plan will be paid by Alco and
none will be paid by the Plan participants.
CLAIMS PROCEDURE
If at any time the Plan Administrator denies your written claim for any
benefit to which your believe you are entitled under the Plan, the Plan
Administrator will send you written notice within 90 days (or 180 days under
special circumstances) of the date on which you filed your claim. This notice
will (a) explain the specific reason or reasons for the denial of your claim,
(b) refer to the specific Plan provision on which the denial is based, (c)
describe any additional information required in order to obtain a favorable
determination of your claim and explain why this information is necessary, and
(d) explain the steps to be taken in you wish to submit your claim for review.
If you wish to appeal a denied claim, you must, within 60 days of receiving
your notice of denial, petition the Committee for a review. All petitions for
review must be made in writing on forms supplied by Alco. The Committee will
render a written
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decision with 60 days (or 120 days under special circumstances) after receiving
your petition.
You must follow the claims procedure described above before you can
consider legal action against Alco. Naturally, both you and Alco will want to
avoid legal action. Should you feel legal action is necessary, however, any
summons or other legal process should be served on the agent named on page 6.
TAX CONSEQUENCES
The following discussion is intended to provide general information under
current federal law concerning the tax consequences of the Plan to the Plan
participants and to Alco and its Employers. It does not provide information
about the tax consequences under any state or local law which may be applicable
to the transactions described herein. Because the consequences under federal,
state and local law may vary with each employee and may materially affect an
employee's decisions with respect to the Plan, you should seek competent advice
from legal or other counsel. There may also be changes in the law subsequent to
the date hereof which affect the tax consequences of the Plan or which cause
Alco to terminate the Plan in accordance with its terms.
The Plan is not a qualified Plan under section 401(a) of the Internal
Revenue Code of 1986, as amended.
1. YEARS OF DEFERRAL
An effective election to defer compensation otherwise payable in a taxable
year will remove the amount so deferred from the taxable income of the
participant for such year for federal income tax purposes. Neither Alco nor an
Employer will be permitted a current federal income tax deduction for any
amounts deferred under the Plan.
Amounts deferred will generally be subject to taxes imposed under the
Federal Insurance Contributions Act ("FICA") or the Federal Unemployment Tax Act
("FUTA") in the year of deferral.
2. YEARS OF PAYMENT
Retirement benefits (or lump sum payments) will be taxable income to the
participants or a beneficiary in the year in which such benefits (or lump sum
payments) are received. Such benefits will generally not be subject to taxes
imposed under FICA or FUTA, but are subject to federal income tax withholding
requirements. Alco or an Employer will generally be permitted a federal income
tax deduction for the year in which such benefits are paid.
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ALCO STANDARD CORPORATION
1994 DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JULY 1, 1995)
1. PURPOSE. The purpose of the Alco Standard Corporation 1994 Deferred
Compensation Plan is to permit certain eligible employees of Alco Standard
Corporation and its affiliated companies to defer a portion of their
compensation and to participate in a program under which they are provided
supplemental income after their retirement. The program is intended to
constitute an unfunded deferred compensation arrangement for a select group of
management or highly compensated employees.
2. DEFINITION. Unless the context otherwise requires, the following words
as used herein shall have the following meanings:
(a) "Administrator" shall mean the person or persons so designated and
acting under Paragraph 16 hereof.
(b) "Affiliated Employer" shall mean any domestic corporation of which Alco
(directly or through any subsidiary) owns 80% or more of the outstanding voting
stock.
(c) "Alco" shall mean Alco Standard Corporation, an Ohio corporation.
(d) "Compensation" shall mean all salaries, commissions and incentive
compensation from an Employer, but shall not include company contributions under
Alco's Partners' Stock Purchase Plan or the Alco Retirement Savings Plan or any
fringe benefits.
(e) "Effective Date" shall mean July 1, 1995, the effective date of this
amended and restated Plan. The rights of a Participant whose participation in
the Plan commenced prior to the Effective Date and who remains a Participant on
the Effective Date shall be governed by the terms of the amended and restated
Plan as set forth herein.
(f) "Employer" shall mean Alco or an Affiliated Employer.
(g) "Participant" shall mean any person employed by an Employer on the
Effective Date who is eligible, and who has elected, to participate in the Plan.
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(h) "Participation Agreement" shall mean the agreement executed by each
Participant and the Employer setting forth certain information relating to the
Participant's participation in the Plan.
(i) "Plan" shall mean the Alco Standard Corporation 1994 Deferred
Compensation Plan, as amended from time to time.
(j) "Plan Year" shall mean the period beginning on January 1 and ending on
December 31 of each year.
(k) "Total Disability" shall mean a total disability as defined in the long
term disability plan adopted by the Participant's Employer (or, if the
Participant's Employer does not have such a plan, the long term disability plan
of Alco).
3. PARTICIPATION. Any person who (a) is employed by an Employer on a
full-time basis as of the Effective Date, (b) is "highly compensated" (employees
who received Compensation from an Employer in the 1992 or 1993 calendar year in
excess of $100,000 are considered "highly compensated" for purposes of the Plan)
or has been designated by Alco as a "Partner" and (c) is a United States
taxpayer as of the Effective Date, shall be eligible to participate herein. In
addition, other persons who satisfy conditions (a) and (c) of the foregoing
sentence shall be eligible to participate in the Plan if selected by the
President of Alco prior to the Effective Date. A person eligible under this
Paragraph 3 shall become a Participant by executing a Participation Agreement
and such other forms as may be required by the Administrator.
4. DEFERRAL OF COMPENSATION. Prior to the Effective Date, a "Partner" who
is not already a Participant may irrevocably elect to defer or forgo a portion
of his Compensation for the period from July 1, 1995 through December 31, 1995
and for each of the next four Plan Years (or, if less, for each of the Plan
Years while he is an active employee of an Employer). The amount to be deferred
for the period from July 1, 1995 through December 31, 1995 shall be designated
on the Participant's Participation Agreement, which amount shall be no less than
$1,500 and no more than $5,000.
Prior to the Effective Date, a "Partner" who is already a Participant may
elect to defer or forgo up to an additional $5,000 of Compensation for the
period from July 1, 1995 through December 31, 1995.
The amount of the deferral for each subsequent Plan Year may vary, but may
be no less than $3,000 and no more than $30,000. For each of the next four Plan
Years after a Participant's initial deferral election (or, if less, for each
Plan Year while
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he is an active employee of an Employer), the Participant will be given the
opportunity, prior to the beginning of each Plan Year, to elect the amount to be
deferred (subject to the minimum and maximum limitations set forth above). In
the event that a Participant fails to specify the amount to be deferred in any
Plan Year, he shall be deemed to have elected to defer $3,000 for such Plan
Year. The Administrator shall have the right to waive the future deferral
obligation for a Participant who has suffered an unforseeable emergency.
The amount to be deferred for a Plan Year will be deducted from the
Participant's Compensation otherwise payable by an Employer, in substantially
equal installments.
5. INVESTMENT ACCOUNTS. Amounts deferred by a Participant pursuant to
Paragraph 4 will be credited to an account established by Alco in the name of
the Participant. A Participant's account will be credited with earnings based
on the performance of various investment alternatives selected by the
Participant from among those made available by Alco from time to time.
A Participant may request a change in his allocation among the various
investment alternatives once during any calendar quarter. Any such changes will
become effective as of the first day of the next calendar quarter.
6. VESTING. A Participant shall vest in the benefits to be provided
hereunder on the fifth anniversary of the date of his initial participation in
the Plan (or, in the case of Participants whose participation in the Plan began
as of July 1, 1995, on December 31, 1999) or when he attains age 65, whichever
shall first occur, provided the Participant has been a full-time employee of an
Employer for the entire period.
A Participant who incurs a Total Disability while still employed by an
Employer shall become immediately vested in the benefits to be provided
hereunder (as described in Paragraph 8, below).
Each other Participant whose employment terminates prior to vesting (other
than on account of death, as described in Paragraph 7, below) shall be entitled
to receive, in a lump sum payment, an amount equal to the lesser of (i) the
Participant's deferrals to the date of termination, without interest or (ii) the
value of the Participant's account as of the last day of the calendar month
coincident with or next following the date of termination. No other benefits
shall be payable under the Plan to such Participant.
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7. DEATH BENEFITS. If a Participant dies while employed by an Employer
(whether or not vested) or if a vested Participant dies while no longer employed
by an Employer but before benefit payments commence, his beneficiary shall be
entitled to receive, in a lump sum payment, the value of the Participant's
account as of the last day of the calendar month coincident with or next
following the Participant's date of death.
8. DISABILITY BENEFITS. If a Participant incurs a Total Disability while
still employed by an Employer, he shall be entitled to receive the benefits
described in Paragraph 9, which shall commence in the January following the year
in which he attains age 60. A Participant who has incurred a Total Disability
may begin to receive benefits before reaching age 60 if the Committee (as
defined in Paragraph 16) determines, upon application by the Participant, that
the Participant has a financial hardship that cannot reasonably be relieved by
use of other resources available to him.
9. AMOUNT AND TIMING OF BENEFIT PAYMENTS. Except as otherwise provided in
Paragraphs 6, 7 and 8, payment of benefits under the Plan shall commence in the
January following the later of the Participant's attaining age 60 or the
Participant's retirement from the employ of an Employer, unless the Participant
has notified the Administrator, in writing, at least 12 months prior to such
date, of his election to defer receipt of such benefits until a later date. The
Participant's benefits shall be paid to him in ten annual payments, as follows:
(a) 1/10 of the value of his account as of the preceding December 31 in the
first year.
(b) 1/9 of the value of his account as of the preceding December 31 in the
second year.
(c) 1/8 of the value of his account as of the preceding December 31 in the
third year.
(d) 1/7 of the value of his account as of the preceding December 31 in the
fourth year.
(e) 1/6 of the value of his account as of the preceding December 31 in the
fifth year.
(f) 1/5 of the value of his account as of the preceding December 31 in the
sixth year.
(g) 1/4 of the value of his account as of the preceding December 31 in the
seventh year.
(h) 1/3 of the value of his account as of the preceding December 31 in the
eighth year.
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(i) 1/2 of the value of his account as of the preceding December 31 in the
ninth year.
(j) All amounts remaining in his account in the tenth year.
10. BENEFICIARY DESIGNATION - CONTINUATION OF BENEFITS. Upon the death of
a Participant who is receiving benefits under the Plan, any benefits to which he
would otherwise have been entitled shall continue to be paid after his death to
the beneficiary or beneficiaries designated by the Participant in his
Participation Agreement. This designation may be amended in writing and filed
with the Administrator from time to time by the Participant. In the event that
there is no effective beneficiary designation when benefits are payable, such
benefits shall be paid to the members of the first surviving class of the
Participant in the following priority:
(a) spouse;
(b) the living children (including adopted children) in equal amounts;
(c) estate.
11. INCAPACITY OF RECIPIENT. Any payment required to be made under the
Plan to a person who is under a legal disability may be made to or for the
benefit of such person in such of the following ways as the Administrator shall
determine:
(a) to such person;
(b) to the legal representatives of such person;
(c) to a near relative of such person to be used for his benefit; or
(d) to pay the expenses of support, maintenance or education of such
person.
The Administrator shall not be required to see to the application by any
third party of payments made pursuant to this Paragraph 11.
12. RESPONSIBILITY FOR PAYMENT. All benefits under the Plan shall be paid
by Alco. Alco may, in its sole discretion, determine the manner in which it
shall finance its obligation to pay such benefits.
13. NON-ASSIGNMENT. Except as hereinafter provided with respect to
marital or family support disputes, no amount payable under the Plan shall be
subject to assignment, transfer, sale,
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pledge, encumbrance, alienation or charge by the Participant or any beneficiary.
Any attempt to assign, transfer, sell, pledge, encumber, alienate or charge any
amount hereunder shall be without effect. In cases of marital or family support
disputes, the Administrator will observe the terms of the Plan unless and until
ordered to do otherwise by a state or federal court. As a condition of
participation in the Plan, the Participant shall agree to hold the Employer
harmless from any claim that arises out of obeying an order of any state or
federal court with respect to marital or family support disputes, whether such
order effects a judgment of such court or is issued to enforce a judgment or
order of another court.
14. NO FUNDING. Alco shall not segregate or physically set aside any
funds or assets as a result of this Plan. Neither a Participant, nor his
beneficiary, nor any other person shall be deemed to have, pursuant to this
Plan, any property interest, legal or equitable, in any specific asset of Alco
or an Employer. To the extent that any person acquires any right to receive
benefits under this Plan or a Participation Agreement, such right shall be no
greater than, nor shall it have any preference or priority over, the rights of
any unsecured general creditor of Alco or an Employer.
15. OWNERSHIP OF LIFE INSURANCE POLICIES. Alco may, but is not obligated
to, purchase life insurance policies to assist it in meeting its obligation to
pay benefits under the Plan. Alco will retain all incidents of ownership in
such policies.
As a condition of participation in the Plan, the Participant shall agree
that Alco or an Employer may, at their expense, purchase life insurance on the
life of the Participant.
16. ADMINISTRATION. The Plan shall be administered by a Committee
selected from time to time by the Board of Directors of Alco (the "Committee").
The Committee shall select an Administrator from time to time to administer the
Plan under the general policy guidance of the Committee. The Administrator
shall be one or more persons who shall be responsible for:
(a) maintaining any records necessary in connection with the Plan;
(b) making calculations under the Plan;
(c) interpreting the provisions of the Plan; and
(d) otherwise administering the Plan in accordance with its terms.
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17. CLAIMS PROCEDURES. At any time the Administrator makes a
determination adverse to a Participant or beneficiary with respect to a claim
for benefits or participation under the Plan, the Administrator shall notify the
claimant in writing of such determination, setting forth:
(a) the specific reason for such determination;
(b) a reference to the specific provision or provisions of the Plan on
which such determination is based;
(c) a description of any additional material or information necessary to
perfect the claim, and an explanation of the reason that such material is
required; and
(d) an explanation of the rights and procedures set forth in this
Paragraph 17.
A person who receives notice of an adverse determination by the
Administrator with respect to a claim may request, within 60 days of receipt of
such notice, that the Committee review the Administrator's determination. This
request may be made on behalf of a claimant by a duly authorized representative.
The claimant or representative may review pertinent documents and submit issues
and comments with respect to the controversy to the Committee. The Committee
shall render a decision within 60 days of a request for review (or within 120
days under special circumstances), which decision shall be in writing and shall
set forth the specific reasons for the decision reached and the specific
provisions of the Plan on which the decision is based. A copy of the ruling
shall be forwarded to the claimant.
18. EMPLOYEE BENEFIT PLANS. This Plan shall not in any way affect a
Participant's right to participate in any pension, profit-sharing, incentive,
thrift, group health insurance, stock option, termination pay or similar plan of
an Employer, which is now in effect or may hereafter be adopted, to the extent
that the Participant is entitled to participate under the applicable terms and
provisions of such plan, except that the amounts deferred herein shall not be
included in determining a Participant's benefits under any retirement plans
qualified under section 401(a) of the Internal Revenue Code. Deferrals under
this Plan will be included as compensation for purposes of calculating the level
of contributions under Alco's Partners' Stock Purchase Plan.
19. AMENDMENT. This Plan shall remain in effect until termination by the
Board of Directors of Alco. The Board of Directors shall have the power to
amend this Plan at any time; provided, however, that, except as set forth in
Paragraph 20 and/or Paragraph 21, no amendment or termination of the Plan
14
shall have a material adverse effect upon a Participant unless he consents to
such amendment or termination in writing.
20. TERMINATION. The Board of Directors of Alco shall have the right to
terminate the Plan in its entirety, and not in part, at any time it determines
that proposed or pending tax law changes or other events cause, or are likely in
the future to cause, the Plan to have an adverse financial impact upon Alco. In
such event, Alco shall have no liability or obligation under the Plan or the
Participant's Participation Agreement (or any other document), provided that
Alco distributes to each Participant, in a lump sum payment, the value of his
account, valued as of the end of the month in which such termination occurs.
21. ACCELERATION. Alco shall have the right at any time to (a) accelerate
the vesting of benefits to be provided under the Plan or (b) cause the payment
of all amounts thereafter due to a Participant to be paid in a single lump sum
or in such other accelerated manner as Alco shall deem appropriate. The amount
of any lump sum payment shall be the value of a Participant's account, valued as
of the end of the month following Alco's determination to accelerate benefits.
If Alco accelerates the payment of benefits to more than 70% of all Participants
pursuant to this provision, it must accelerate the payment of benefits to all
Participants under the Plan in a comparable manner.
22. CHANGE IN CONTROL. In the event that a Flip-in Transaction or Event
or a Flip-over Transaction or Event occurs (as defined in the Alco Standard
Corporation Preferred Share Purchase Rights Plan, as amended from time to time),
the Plan shall terminate, and the Participant shall receive, in a lump sum
payment, the value of his account, valued as of the end of the month in which
such transaction or event occurs.
23. MISCELLANEOUS.
(a) The existence of this Plan and the Participation Agreements hereunder,
and any actions undertaken pursuant hereto, shall not confer upon the
Participant any right to continued employment by any Employer.
(b) This Plan shall be administered under and in accordance with the laws
of the Commonwealth of Pennsylvania, in which Alco's principal place of business
is located.
(c) The terms of this Plan and the Participation Agreements and other
documents executed in accordance herewith shall be binding upon Alco, its
successors and assigns, and each Participant, his heirs and legal
representatives.
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(d) Any taxes imposed on a Participant shall be the sole responsibility of
the Participant. Employers shall have the right to deduct from any benefits
payable under the Plan any federal, state or local taxes required to be deducted
or withheld from such benefits.
(e) No expenses of administering the Plan shall be charged against the
Participants or their benefits hereunder.
(f) As used herein, the singular shall include the plural, the masculine
shall include the feminine, and vice versa.
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