Exhibit 10.43
IKON OFFICE SOLUTIONS, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
(as amended and restated effective October 1, 2000)
1. Purpose. The purpose of the IKON Office Solutions, Inc. Executive
Deferred Compensation Plan is to permit certain eligible employees of IKON
Office Solutions, Inc. 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) "Compensation" shall mean all salaries and bonuses payable by
IKON and all shares of IKON common stock or cash payable pursuant to awards
under the LTIP, but shall not include company contributions under the IKON
Retirement Savings Plan or any fringe benefits.
(c) "Effective Date" shall mean January 1, 2000, 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.
(d) "Election Form" shall mean the election form executed by each
Participant and IKON setting forth certain information relating to the
Participant's participation in the Plan.
(e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
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(f) "IKON" shall mean IKON Office Solutions, Inc., an Ohio
corporation, formerly known as Alco Standard Corporation.
(g) "LTIP" shall mean IKON's Long Term Incentive Compensation Plan,
as amended from time to time.
(h) "Participant" shall mean any person employed by IKON who is
eligible, and who has elected, to participate in the Plan.
(i) "Plan" shall mean the IKON Office Solutions, Inc. Executive
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.
3. Participation. Any person who (a) is employed by IKON, (b) is holding
an unvested award under the LTIP or is subject to a Change in Control Agreement
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
must be projected to 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 IKON. 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 IKON 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
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attains age 60 or the January following the year in which the Participant
retires or otherwise terminates employment with IKON, 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 IKON 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 IKON from time to time. A
Participant's stock deferral account will initially be denominated solely in
share units (representing the right to receive an equivalent number of shares of
IKON common stock) and will be credited with additional share units to reflect
cash dividends paid by IKON in respect of its common stock.
With respect to shares deferred into a Participant's stock deferral account
prior to January 1, 1997 (including shares of Unisource Worldwide, Inc.
("Unisource") common stock that were credited to the Participant's stock
deferral account in connection with the December 31, 1996 spin-off
distribution), a Participant may elect to convert some or all of the share units
so that they will thereafter be denominated in dollars. To the extent that a
Participant makes such an election, his stock deferral account will thereafter
contain a separate sub-account, denominated in dollars. A Participant subject to
IKON's Confidential Information and Security Trading Policy may make such a
conversion election only during a trading window and the sub-account in the
Participant's stock deferral account will be credited with an amount based on
the value of IKON common stock or Unisource common stock, as the case may be, as
of the following business day. A Participant who is not subject to IKON's
Confidential Information and Security Trading Policy may make such a conversion
election on or before the 25th of any month and the sub-account in the
Participant's stock deferral account will be credited with an amount based on
the value of IKON common stock or Unisource common stock, as the case may be,
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as of the last business day of such month. The sub-account in the Participant's
stock deferral account will be credited with earnings based on the performance
of various investment index alternatives selected by the Participant from among
those made available by IKON from time to time.
All amounts deferred into in a Participant's stock deferral account on or
after January 1, 1997 must remain denominated in stock units and may not be
converted to dollars at any time.
A Participant may request a change in the allocation of his cash deferral
account or the sub-account in his stock deferral account from among the various
available 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.
6. Rabbi Trust. IKON intends to contribute all Participant deferrals of
IKON 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
IKON.
The Trust shall be deemed to be the owner of all shares held in the Trust
for corporate law 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 IKON common stock held in the Trust to purchase
additional shares of IKON 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 valued as of December 1 of the Plan Year preceding the year specified
in his Election Form, and shall be paid to the Participant in a lump sum within
60 days thereafter. Alternatively, if the Participant so elects, distributions
may be made in substantially equal annual installments over a period not to
exceed ten years, beginning within 60 days after December 1 of the year
preceding the year specified in the Participant's Election Form. All
distributions from the Trust shall be made (i) in shares of IKON common stock
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(or Unisource common stock, as the case may be) for the stock units credited to
the account, unless the Participant elects, subject to the approval of the Plan
Administrator, to receive such distribution(s) in cash, and (ii) in cash for all
other items credited to the account.
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 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 (i) in shares of stock (and cash in lieu of fractional shares) for the
stock units credited to the account, unless the beneficiary elects, subject to
the approval of the Administrator, to have the distribution paid in cash, and
(ii) in cash for all other items credited to the account.
10. Termination of Employment. Notwithstanding any contrary election in a
Participant's Election Form, if a Participant terminates employment with IKON,
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 (i) in shares of stock (and cash in lieu of
fractional shares) for the stock units credited to the account, unless the
Participant elects, subject to the approval of the Administrator, to have the
distribution paid in cash, and (ii) in cash for all other items credited to the
account. For purposes of this Paragraph 10, a Participant will not be treated as
having terminated employment with IKON if he continues to be an employee of
Unisource.
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,
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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;
(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 IKON. IKON 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 IKON harmless from any claim that arises out of
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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, 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 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 IKON.
16. 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.
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;
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(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
IKON, 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.
19. 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
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 IKON. The Board of Directors of IKON 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 IKON. In such event, IKON
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shall have no liability or obligation under the Plan or the Participant's
Election Form (or any other document), provided that IKON 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 (i) in shares of IKON common stock (and cash in lieu of fractional
shares) for stock units credited to the account, unless the Participant elects,
subject to the approval of the Plan Administrator, to receive such distribution
in cash, and (ii) in cash for all other items credited to the account.
21. Acceleration. IKON 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 IKON 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 IKON's determination to accelerate payments. If IKON 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 of a Change in Control (as defined
below), 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 Change in Control
occurs. Distributions from a Participant's stock deferral account will be made
in (i) shares of stock (and cash in lieu of fractional shares) for stock units
credited to the account, unless the Participant elects, subject to the approval
of the Plan Administrator, to receive such distribution in cash, and (ii) in
cash for all other items credited to the account.
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
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(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
(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
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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.
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 IKON.
(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 Election Forms and other documents
executed in accordance herewith shall be 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. IKON 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 IKON 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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