Exhibit 10.25
IKON OFFICE SOLUTIONS, INC.
LONG TERM INCENTIVE COMPENSATION PLAN
(Amended and Restated as of October 20, 1999)
1. Purpose. The purpose of the Plan is to motivate, recognize and reward
-------
performance by key executives that enhances long-term shareholder value, and to
attract and retain qualified executives.
2. Eligibility. Participation in the Plan shall be limited to full-time
-----------
key employees of IKON Office Solutions, Inc. ("IKON") and its subsidiaries
(collectively, the "Company").
3. Administration and Interpretation. The Plan shall be administered by a
---------------------------------
committee (the "Committee") of the Board of Directors of IKON (the "Board"),
which shall consist of three or more directors, each of whom is a "Non-Employee
Director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934 and an "outside director" within the meaning of Section 162(m) of the
Internal Revenue Code and applicable regulations thereunder, or, in the Board's
discretion, the Plan shall be administered by the Board. In the event that the
Board exercises its authority to administer the Plan, any references to the
Committee in the Plan shall be deemed, as appropriate, to be references to the
Board. The Committee may make such rules and establish such procedures as it
deems appropriate for the administration of the Plan. In the event of any
disagreement as to the interpretation of the Plan or any rule or procedure
thereunder, the decision of the Committee, or Board, as the case may be, shall
be final and binding upon all persons in interest. The Committee may appoint a
plan administrator or administrators to conduct the day-to-day administration of
the Plan and to make such decisions consistent with the Plan and any applicable
Award, as may be necessary in order to carry out the provisions of the Plan.
4. Awards. Awards may be made in the form of cash, shares of IKON common
-------
stock ("Shares"), or such other form approved by the Board. No more than
4,605,645 Shares may be issued under the Plan. Shares subject to awards which
have been forfeited pursuant to the terms of the Plan may again be awarded
pursuant to the Plan. At the time an Award is made, the Committee shall specify
(i) the amount and form of the Award; (ii) the performance goals (if any)
applicable to the Award; (iii) the vesting requirements (if any) applicable to
the Award; and (iv) any other terms and conditions of the Award. The number of
Awards (if any) made each year, the persons to whom and the time or times at
which Awards are made, the amount or form of any Award, the performance goals
(if any) applicable to each Award, the vesting requirements (if any) applicable
to each Award, and the other terms and provisions of each Award shall be wholly
within the discretion of the Committee, subject to the limit on the number of
Shares described above.
The Committee shall have the authority to accelerate vesting of any Award
or to waive performance goal requirements in its sole discretion. In the event
the participant transfers to a position as a full-time active employee of
another business unit within IKON prior to the end of the specified time period
for the attainment of performance goals, the Committee, in its sole discretion,
may determine that an adjustment should be made in the performance goals
associated with the Award, and/or may determine that the Award should be
forfeited in part or in its entirety.
5. Adjustments. In the event of any stock dividend, stock split,
-----------
combination of shares, merger, consolidation, reorganization, spin-off, or
recapitalization affecting the Shares (the "Event"), the maximum number and kind
of Shares that may be issued under the Plan, and the number and kind of Shares
subject to then outstanding awards, shall be appropriately and equitably
adjusted as
necessary to maintain the same proportionate number of Shares as existed
immediately prior to the Event. No fractional shares will be issued under the
Plan on account of any such adjustments.
6. Forfeiture. Unless otherwise determined by the Committee, or otherwise
----------
provided in a separate contract approved by the Committee or the Board, an Award
will be forfeited if the participant is not a full-time employee of the Company
on the applicable vesting date, or if the applicable performance goals are not
met, subject to the provisions of Section 10 hereof.
7. Certificate. Each Award shall be evidenced by an Award Certificate,
-----------
which shall specify the amount and form of the Award, the performance goals (if
any), the vesting requirements (if any), and any other terms and conditions of
the Award.
8. Common Stock Subject to Award. Any Shares issued pursuant to an Award
-----------------------------
may be unissued shares or treasury shares, including shares bought on the open
market.
9. Rights of Participant in Shares. A participant shall not be deemed to
-------------------------------
be the holder of, or to have the rights of a holder with respect to, any Shares
subject to an Award unless and until a stock certificate representing such
Shares is issued to such participant.
10. Change in Control. Upon a Change in Control (as defined below), all
-----------------
outstanding Awards shall vest and be distributed to the participant. For
purposes of the Plan, the term "Change in Control" shall mean any of the
following events:
(A) any Person, together with its affiliates and associates (as such
terms are used in Rule 12b-2 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), is or becomes the beneficial owner (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of 15% or more of the
then outstanding Shares of IKON;
(B) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on October
20, 1999 constituted the Board, and any new director whose appointment or
election by the Board or nomination for election by IKON's shareholders was
approved by a vote of at least a majority of the directors then still in office
who either were directors of IKON on October 20, 1999 or whose appointment,
election or nomination for election was previously so approved; or
(C) IKON consolidates with, or merges with or into, any other Person
(other than a wholly owned subsidiary of IKON), or any other Person consolidates
with, or merges with or into, IKON, and, in connection therewith, all or part of
the outstanding Shares shall be changed in any way or converted into or
exchanged for stock or other securities or cash or any other property; or
(D) a transaction or series of transactions in which, directly or
indirectly, IKON shall sell or otherwise transfer (or one or more of its
subsidiaries shall sell or otherwise transfer) assets (i) aggregating more than
50% of the assets (measured by either book value or fair market value) or (ii)
generating more than 50% of the operating income or cash flow of IKON and its
subsidiaries (taken as a whole) to any other Person or group of Persons.
Notwithstanding the foregoing, no "Change in Control" shall be deemed
to have occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of Shares
immediately prior to such transaction or series of transactions own a majority
of the outstanding voting shares and in substantially the same proportion
2
in an entity which owns all or substantially all of the assets of IKON
immediately following such transaction or series of transactions.
The term "Person" in the foregoing definition shall have the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not include (i) IKON or any
of its affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act),
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of IKON or any of its affiliates, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the shareholders of IKON in substantially the
same proportions as their ownership of IKON stock.
In no event will the provisions of this Section 10 be subject to
amendment or modification after a Change in Control has occurred.
11. Tax Withholding. The Company's obligation to issue amounts earned
---------------
pursuant to an Award is subject to all applicable tax withholding requirements.
12. Nonassignment. Any Award and the rights and privileges conferred
-------------
hereby shall not be transferred, assigned, pledged or hypothecated in any way by
the participant (whether by operation of law or otherwise), and shall not be
subject to execution, attachment or similar process.
13. Plan and Award Not to Affect Employment. Neither this Plan nor any
----------------------------------------
Award shall confer upon any employee any right to continue in the employ of the
Company.
14. Amendment or Termination of Plan. The Board may terminate the Plan or
--------------------------------
make such amendments to the Plan or any Award as it deems necessary or
advisable, provided, however, that unless otherwise required by law, and except
as provided in Sections 4, 5 and 10 hereof, no such amendment or termination may
materially impair the rights of any participant under any Award previously
granted without such participant's consent.
15. Successors. The Plan shall be binding upon and inure to the benefit
----------
of any successor, successors or assigns of IKON.
16. Severability. If any part of the Plan shall be determined to be
------------
invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of the Plan which shall continue
in full force and effect.
17. Governing Law. The Plan and actions taken in connection herewith
-------------
shall be governed and construed in accordance with the laws of the Commonwealth
of Pennsylvania.
18. Construction. Wherever any words are used in the Plan in the
------------
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.
19. Other Benefits. Neither the receipt of an Award nor the delivery of
--------------
cash, Shares, or any other amounts pursuant to an Award shall be deemed
compensation for purposes of computing benefits under any retirement plan nor
affect any benefits under any other benefit plan now or hereafter in effect
under which the availability or amount of benefits is related to the level of
compensation.
3
20. Costs. Unless otherwise determined by the Board, the Company shall
-----
bear all expenses incurred in administering the Plan, including expenses of
issuing Shares pursuant to an Award.
21. Term of the Plan. No Award shall be made after September 30, 2004, or
----------------
such earlier date as the Board may determine. However, Awards made prior to such
date shall continue to be governed in accordance with the terms of the Plan and
participants shall be entitled to receive payment for such Awards under the
terms of the Plan.
4