Exhibit 10.42
IKON OFFICE SOLUTIONS, INC.
1994 DEFERRED COMPENSATION PLAN
(as amended and restated effective January 1, 2001)
1. Purpose. The purpose of the IKON Office Solutions, Inc. 1994 Deferred
Compensation Plan is to permit certain eligible employees of IKON Office
Solutions, Inc. 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. Definitions. 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 17 hereof.
(b) "Affiliated Employer" shall mean any domestic corporation of
which IKON (directly or through any subsidiary) owns 80% or more of the
outstanding voting stock.
(c) "Compensation" shall mean all salaries, bonuses, commissions and
incentive compensation from IKON or an Affiliated Employer, but shall not
include company contributions under the IKON Retirement Savings Plan or any
fringe benefits.
(d) "Effective Date" shall mean January 1, 2001, 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.
(e) "Employer" shall mean IKON or an Affiliated Employer or Unisource
Worldwide, Inc.
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(f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
(g) "IKON" shall mean IKON Office Solutions, Inc., an Ohio
corporation, formerly known as Alco Standard Corporation.
(h) "Participant" shall mean any person employed by an Employer who
is eligible, and who has elected, to participate in the Plan.
(i) "Participation Agreement" shall mean the agreement executed by
each Participant and IKON or an Affiliated Employer, as the case may be,
setting forth certain information relating to the Participant's
participation in the Plan.
(j) "Plan" shall mean the IKON Office Solutions, Inc. 1994 Deferred
Compensation Plan, as amended from time to time.
(k) "Plan Year" shall mean the period beginning on January 1 and
ending on December 31 of each year.
(l) "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 IKON).
(m) "Unforeseeable Emergency" shall mean, as determined by the
Administrator in its discretion, a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of
the Participant or of a dependent of the Participant, loss of the
Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the
control of the Participant.
3. Participation. Any person who (a) is employed by IKON or an
Affiliated Employer on a full-time basis, (b) is "highly compensated" (employees
who received, or who reasonably expect to receive, Compensation from IKON or an
Affiliated Employer in excess of $110,000 in the calendar year immediately
preceding the date on which the Participant begins to participate in the Plan
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are considered "highly compensated" for purposes of the Plan) and (c) is a
United States taxpayer, 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 Chief Executive
Officer or Chief Financial Officer of IKON. 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 and prior to
the beginning of each Plan Year during the term of the Plan, an employee of IKON
or an Affiliated Employer who meets the eligibility requirements of Paragraph 3
may irrevocably elect to defer or forgo a portion of his Compensation for each
of the next five Plan Years (or, if less, for each of the Plan Years while he is
an active employee of IKON or an Affiliated Employer). The amount of the
deferral for each Plan Year may vary, subject to the minimum and maximum
limitations set forth below. After the Participant has participated in the Plan
for five years, he will be given the opportunity, prior to the beginning of each
Plan Year thereafter, to elect to defer or forgo a portion of his Compensation
for the next Plan Year (or, if less, until he ceases to be an active employee of
IKON or an Affiliated Employer). If he chooses to participate in the Plan for
any Plan Year, the amount of the deferral will be subject to the minimum and
maximum limitations set forth below.
The amount of salary and/or annual bonus (stated as a dollar amount or
as a percentage in the case of deferrals from a Participant's annual bonus) to
be deferred for the first Plan Year shall be designated on the Participant's
Participation Agreement, subject to the minimum and maximum limitations set
forth below. For each of the next four Plan Years after a Participant's initial
deferral election (or, if less, for each Plan Year while he is an active
employee of IKON or an Affiliated Employer), the Participant will be given the
opportunity, prior to the beginning of each Plan Year, to elect the amount of
Compensation to be deferred, subject to the minimum and maximum limitations set
forth below. For each Plan Year, the amount of a Participant's deferrals from
salary may be no less than $3,000 and the aggregate amount of a Participant's
deferrals from salary and annual bonus may be no more than $200,000. In the
event that a Participant is participating in the Plan but fails to specify the
amount to be deferred in any Plan Year, he shall be deemed to
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have elected to defer $3,000 of salary for such Plan Year. The Administrator
shall have the right to waive the future deferral obligation for a Participant
who has suffered an Unforeseeable Emergency.
The amount to be deferred for a Plan Year will be deducted from the
Participant's Compensation otherwise payable by IKON or an Affiliated Employer,
in substantially equal installments during the applicable deferral period in the
case of deferrals from salary, and in a lump sum in the case of deferrals from
annual bonuses. If a Participant's employment with IKON or an Affiliated
Employer terminates during the deferral period, all deferrals will immediately
cease.
5. Investment Accounts. Amounts deferred by a Participant pursuant to
Paragraph 4 will be credited to an account established by IKON 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 IKON from time to time.
A Participant may request a change in his allocation among the various
investment alternatives once during any calendar month. Any such changes
requested by the 25th day of the month will become effective as of the first day
of the next calendar month.
6. Vesting. A Participant shall vest in the benefits to be provided
hereunder (i) 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), (ii) on the date of his
retirement from an Employer at or after age 60, or (iii) on the date that 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 with an Employer terminates prior
to vesting (other than on account of death, as
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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.
7. Death Benefits. If a Participant dies (whether before or after he
begins to receive benefit payments), 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 17) 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 be paid in
ten annual payments and 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, by December 31 of the second year prior to such date, of his election
to defer commencement of such benefits until a later date or his election to
receive benefits in five or fifteen annual payments.
A. Ten Payments. If the Participant's benefits are to be paid to
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him in ten annual payments, such payments shall be made as follows:
(a) 1/10 of the value of his account as of the preceding December 31
in the first year.
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(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.
(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.
B. Five Payments. If the Participant elects (in accordance with the
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procedure specified herein) to have his benefits paid in five annual payments,
such payments shall be made as follows:
(a) 1/5 of the value of his account as of the preceding December 31
in the first year.
(b) 1/4 of the value of his account as of the preceding December 31
in the second year.
(c) 1/3 of the value of his account as of the preceding December 31
in the third year.
(d) 1/2 of the value of his account as of the preceding December 31
in the fourth year.
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(e) All amounts remaining in his account in the fifth year.
C. Fifteen Payments. If the Participant elects (in accordance with
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the procedure specified herein) to have his benefits paid in fifteen annual
payments, such payments shall be made as follows:
(a) 1/15 of the value of his account as of the preceding December 31
in the first year.
(b) 1/14 of the value of his account as of the preceding December 31
in the second year.
(c) 1/13 of the value of his account as of the preceding December 31
in the third year.
(d) 1/12 of the value of his account as of the preceding December 31
in the fourth year.
(e) 1/11 of the value of his account as of the preceding December 31
in the fifth year.
(f) 1/10 of the value of his account as of the preceding December 31
in the sixth year.
(g) 1/9 of the value of his account as of the preceding December 31
in the seventh year.
(h) 1/8 of the value of his account as of the preceding December 31
in the eighth year.
(i) 1/7 of the value of his account as of the preceding December 31
in the ninth year.
(j) 1/6 of the value of his account as of the preceding December 31
in the tenth year.
(k) 1/5 of the value of his account as of the preceding December 31
in the eleventh year.
(l) 1/4 of the value of his account as of the preceding December 31
in the twelfth year.
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(m) 1/3 of the value of his account as of the preceding December 31
in the thirteenth year.
(n) 1/2 of the value of his account as of the preceding December 31
in the fourteenth year.
(o) All amounts remaining in his account in the fifteenth year.
10. Emergency Withdrawals. A Participant may request a withdrawal under
this Plan prior to the date on which distributions would otherwise commence
under Paragraphs 6, 7, 8 or 9 in the event that he is faced with an
Unforeseeable Emergency. Withdrawals shall be limited to amounts that the
Administrator determines to be necessary to meet the Unforeseeable Emergency.
The withdrawal shall be effective upon approval by the Administrator and shall
be paid in a lump sum to the Participant. The benefits otherwise payable to the
Participant under Paragraphs 6, 7, 8 or 9 of this Plan shall be reduced by the
amount of any withdrawal under this Paragraph 10.
11. Beneficiary Designation. A Participant shall designate in his
Participation Agreement the beneficiary or beneficiaries who shall, in the event
of his death, receive the benefits payable in accordance with Paragraph 7. 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 benefits are payable, payments 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;
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(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.
13. Responsibility for Payment. All benefits under the Plan shall be paid
by IKON. IKON may, in its sole discretion, determine the manner in which it
shall finance its obligation to pay such benefits.
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 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.
15. No Funding. IKON 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 IKON
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 IKON or an Affiliated Employer.
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16. Ownership of Life Insurance Policies. IKON may, but is not obligated
to, purchase life insurance policies to assist it in meeting its obligation to
pay benefits under the Plan. IKON will retain all incidents of ownership in such
policies.
As a condition of participation in the Plan, the Participant shall agree
that IKON or an Affiliated Employer may, at their expense, purchase life
insurance on the life of the Participant.
17. Administration. The Plan shall be administered by a Committee
selected from time to time by the Board of Directors of IKON (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.
18. 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 18.
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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.
19. 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.
20. Amendment. The Board of Directors of IKON shall have the power to
amend this Plan at any time; provided, however, that, except as set forth in
Paragraph 21 and/or Paragraph 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.
21. Termination. This Plan shall remain in effect until termination by
the Board of Directors of IKON. The Board of Directors of IKON 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 IKON. In such event, IKON shall have no liability or obligation under the
Plan or the Participant's Participation Agreement (or any other document),
provided that IKON 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.
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22. Acceleration. IKON 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 IKON 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 IKON's determination to accelerate benefits.
If IKON 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.
23. Change in Control. In the event of a Change in Control (as defined
below), 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 Change in Control occurs.
For purposes of this 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 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 common stock; or
(B) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on September
30, 1997, 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 on September 30, 1997 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 of common stock shall be changed in any way or converted
into or exchanged for stock or other securities or cash or any other property;
or
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(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 IKON common stock
immediately prior to such transaction or series of transactions own a majority
of the outstanding voting shares and in substantially the same proportion 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.
24. 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 IKON'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
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binding upon IKON, 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. 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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