Exhibit 10.29
ALCO STANDARD CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
1. Purpose. The purpose of the Alco Standard Corporation Executive
Deferred Compensation Plan is to permit certain eligible employees of Alco
Standard Corporation to defer a portion of their compensation and to participate
in a program under which they are provided income at a specified time in the
future. 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) "Alco" shall mean Alco Standard Corporation, an Ohio corporation.
(c) "Compensation" shall mean all salaries and bonuses payable by Alco
and all shares of Alco common stock or cash payable pursuant to awards under the
LTIP, but shall not include company contributions under Alco's Partners' Stock
Purchase Plan or the Alco Retirement Savings Plan or any fringe benefits.
(d) "Effective Date" shall mean January 1, 1996.
(e) "Election Form" shall mean the election form executed by each
Participant and Alco setting forth certain information relating to the
Participant's participation in the Plan.
(f) "LTIP" shall mean Alco's Long Term Incentive Compensation Plan, as
amended from time to time.
(g) "Participant" shall mean any person employed by Alco who is
eligible, and who has elected, to participate in the Plan.
(h) "Plan" shall mean the Alco Standard Corporation Executive Deferred
Compensation Plan, as amended from time to time.
(i) "Plan Year" shall mean the period beginning on January 1 and ending
on December 31 of each year.
3. Participation. Any person who (a) is employed by Alco, (b) is holding
an unvested award under the LTIP and (c) is a United States taxpayer shall be
eligible to participate herein. A person eligible under this Paragraph 3 shall
become a Participant by executing an Election Form and such other forms as may
be required by the Administrator.
4. Deferral of Compensation. Prior to the Effective Date and prior to the
beginning of each Plan Year during the term of the Plan, an employee who meets
the eligibility requirements of Paragraph 3 may irrevocably elect to defer or
forgo a portion of his Compensation for the following Plan Year.
The amount of the deferral for each Plan Year may vary, but cash deferrals
may be no less than $5,000 for any Plan Year. The amount to be deferred for a
Plan Year will be deducted from the Participant's Compensation otherwise payable
by Alco. In the case of deferrals from salary, such deferrals will be made in
substantially equal installments.
A Participant may specify the length of time for which receipt of cash
and/or shares of Alco common stock may be deferred, provided that (i) the
deferral period must extend at least until the January following the end of the
calendar year in which the Compensation would otherwise have been paid (but for
the election to defer) and (ii) distributions must commence no later than the
January following the year in which the Participant attains age 60 or the
January following the year in which the Participant retires or otherwise
terminates employment with Alco, whichever is later. A Participant may elect to
defer the distribution of benefits to a later date by providing written notice
of such election to the Administrator by December 31 of the second year prior to
the date on which benefits would otherwise have been paid; provided, however,
that such election may be made only once with respect to the deferral pursuant
to any Election Form.
5. Investment Accounts. Amounts deferred by a Participant pursuant to
Paragraph 4 will be credited to a cash deferral account and/or a stock deferral
account established by Alco in the name of the Participant. A Participant's
cash deferral account will be denominated in dollars and 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's stock deferral account will be denominated in share units
(representing the right to receive an equivalent number of shares of Alco common
stock) and will be credited with additional share units to reflect cash
dividends paid by Alco in respect of its common stock.
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A Participant may request a change in the allocation of his cash deferral
account among the various alternatives once during any calendar month. Any such
change requested by the 25th day of a month will become effective as of the
first day of the next calendar month.
A Participant may request that amounts deferred into in his stock deferral
account prior to January 1, 1997 (valued as of the end of the calendar month in
which the request is made) be transferred into his cash deferral account. Any
such change will become effective as of the first day of the next calendar
month. Any portion of a Participant's stock deferral account that is
transferred to a cash deferral account may not thereafter be transferred back
into a stock deferral account. Amounts deferred into a Participant's stock
deferral account on or after January 1, 1997 must remain in his stock deferral
account and may not be transferred into his cash deferral account.
6. Rabbi Trust. Alco intends to contribute all Participant deferrals of
Alco common stock to a "rabbi trust" (the "Trust") to be established for this
purpose. Assets held in the Trust will be subject to the claims of creditors of
Alco.
The Trust shall be deemed to be the owner of all shares held in the
Trust for tax purposes. The trustee of the Trust (the "Trustee") shall retain
all incidents of ownership in any shares held in the Trust, including the right
to vote such shares and to receive dividends paid in respect of such shares. The
Trustee may, but is not obligated to, reinvest any cash dividends received in
respect of shares of Alco common stock held in the Trust to purchase additional
shares of Alco common stock.
7. Vesting. A Participant shall be immediately vested in all amounts
deferred hereunder.
8. Amount and Timing of Payments. Except as otherwise provided in
Paragraphs 9 and 10, amounts to which a Participant is entitled under the Plan
shall be paid to him in a lump sum in January of the year specified in his
Election Form, valued as of the end of the preceding Plan Year. Alternatively,
if the Participant so elects, distributions may be made in substantially equal
annual installments over a period not to exceed ten years, beginning in January
of the year specified in the Participant's Election Form. All distributions
from the Trust shall be made in shares of Alco common stock, unless the
Participant elects, subject to the approval of the Plan Administrator, to
receive such distribution(s) in cash.
9. Death. Notwithstanding any contrary election in a Participant's
Election Form, if a Participant dies before receiving full payment of all
amounts to which he is entitled under the Plan, the beneficiary or beneficiaries
designated by
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the Participant in his Election Form shall receive the balance in the
Participant's cash deferral account and stock deferral account (valued as of the
end of the calendar month in which the Participant dies), in a lump sum payment,
as soon as administratively practicable following the Participant's date of
death. Distributions from a Participant's stock deferral account will be made
in shares of Alco common stock (and cash in lieu of fractional shares) unless
the beneficiary elects, subject to the approval of the Administrator, to have
the distribution paid in cash.
10. Termination of Employment. Notwithstanding any contrary election in a
Participant's Election Form, if a Participant terminates employment with Alco,
he shall receive the balance in his cash deferral account and stock deferral
account (valued as of the end of the Plan Year in which the Participant's
employment terminates), in a lump sum payment, in January of the year following
his employment termination date. Distributions from a participant's stock
deferral account will be made in shares of Alco common stock (and cash in lieu
of fractional shares) unless the Participant elects, subject to the approval of
the Administrator, to have the distribution paid in cash. For purposes of this
Paragraph 10, a Participant will not be treated as having terminated employment
with Alco if he continues to be an employee of Unisource Worldwide, Inc.
11. Beneficiary Designation. A Participant shall designate in his
Election Form the beneficiary or beneficiaries, who shall, in the event of his
death, receive the payments to which the Participant would otherwise have been
entitled. 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 such amounts are payable, payment
shall be made 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.
12. 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;
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(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 12.
13. Responsibility for Payment. All amounts payable 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 amounts.
14. 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, 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 Alco 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.
15. Unsecured Obligation. Other than the assets contributed to the Trust
pursuant to Paragraph 6, 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 any specific asset in the Trust. To the extent that any person acquires any
right to receive payments under this Plan or an Election Form, 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.
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;
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(b) making calculations under the Plan;
(c) interpreting the provisions of the Plan; and
(d) otherwise administering the Plan in accordance with its terms.
17. Claims Procedures. At any time the Administrator makes a
determination adverse to a Participant or beneficiary with respect to a claim
for payment 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
Alco, 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.
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19. Amendment. The Board of Directors shall have the power to amend this
Plan at any time; provided, however, that, except as set forth in Paragraphs 20,
21 and 22, no amendment or termination of the Plan shall have a material adverse
effect upon a Participant unless he consents to such amendment or termination in
writing.
20. Termination. This Plan shall remain in effect until terminated by the
Board of Directors of Alco. The Board of Directors of Alco shall have the right
to terminate the Plan in whole or in part, for any reason, including pursuant to
a determination 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 Election Form (or any other document),
provided that Alco distributes to each Participant, in a lump sum payment, the
balance in his cash deferral account and stock deferral account, valued as of
the end of the month in which such termination occurs. Distributions from a
Participant's stock deferral account will be made in shares of Alco common stock
(and cash in lieu of fractional shares) unless the Participant elects, subject
to the approval of the Plan Administrator, to receive such distribution in cash.
21. Acceleration. Alco shall have the right at any time to 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 cash
deferral account and stock deferral account, valued as of the end of the month
following Alco's determination to accelerate payments. If Alco accelerates
payment to more than 70% of all Participants pursuant to this provision, it must
accelerate payment 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 balance in his cash deferral account and stock deferral account,
valued as of the end of the month in which such transaction or event occurs.
Distributions from a Participant's stock deferral account will be made in shares
of Alco common stock (and cash in lieu of fractional shares) unless the
Participant elects, subject to the approval of the Plan Administrator, to
receive such distribution in cash.
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23. Miscellaneous.
(a) The existence of this Plan and the Elections Forms hereunder, and
any actions undertaken pursuant hereto, shall not confer upon the Participant
any right to continued employment by Alco.
(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 Election Forms and other documents
executed in accordance herewith shall be binding upon Alco, its successors and
assigns, and each Participant, his heirs and legal representatives.
(d) Any taxes imposed on a Participant shall be the sole
responsibility of the Participant. Alco shall have the right to deduct from any
amounts payable under the Plan any federal, state or local taxes required to be
deducted or withheld from such payments.
(e) No expenses of administering the Plan shall be charged against the
Participants or any payments made hereunder, except that Alco may, in its
discretion, allocate certain taxes to the accounts of Participants.
(f) As used herein, the singular shall include the plural, the
masculine shall include the feminine, and vice versa.
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