Exhibit 10.21
IKON OFFICE SOLUTIONS, INC.
PARTNERS' STOCK PURCHASE PLAN
(Amended and Restated as of January 1, 1997)
1. Purpose. The purpose of this Partners' Stock Plan (the "Plan") of IKON
Office Solutions, Inc. ("IKON") is to secure for IKON and its stockholders the
benefits of the incentive which an interest in the ownership of common stock of
IKON will provide to key employees, directors and consultants who will be
responsible for IKON's future growth and continued success.
2. Participation. Only "Eligible Persons" (as hereinafter defined) shall be
entitled to participate in the Plan. An "Eligible Person" shall be a director of
IKON, or a full-time or part-time employee of IKON, or a subsidiary, or a
consultant to IKON or a subsidiary, who shall have been designated as a "Partner
of IKON" by the Board of Directors of IKON. A subsidiary whose employees or
consultants may be considered for participation in the Plan is any present or
future corporation of which IKON or a subsidiary of IKON owns stock representing
fifty percent or more of the combined voting power of all classes of stock of
such corporation ("Subsidiary"). An Eligible Subsidiary, for this purpose, may
be either a domestic or foreign corporation, provided, however, that
participation by employees of a foreign corporation is subject to approval by
the Board of Directors.
An Eligible Person may become a participant in the Plan ("Participant") by
enrolling in the Plan through the Plan's automated enrollment process. The first
election, and any election thereafter, shall be effective as soon as
administratively practicable.
3. Contributions by Participants. All contributions by Participants shall be
through payroll deduction. The amount of such deduction shall be not less than
1% and not more than 15% (in whole percentages) of the Participant's "Base
Compensation," provided, however, that a Participant shall also be entitled to
contribute an amount which is within the foregoing percentages of the
Participant's annual cash bonus compensation (including annual cash bonus
amounts deferred pursuant to any deferred compensation plan) which may be
payable on an annual basis to the Participant after September 30 of each year as
a percentage of Base Compensation. In the event a Participant is also making
contributions to the IKON Retirement Savings Plan, the foregoing 15%
contribution limitation shall be reduced by the percentage which is used as the
basis for calculation of matching company contributions under such plan. "Base
Compensation" shall mean (a) monthly base salary, including: i) amounts deferred
pursuant to the IKON Retirement Savings Plan, ii) base salary amounts set aside
in any cafeteria plan qualified under Section 125 of the Internal Revenue Code,
and iii) base salary amounts deferred pursuant to any deferred compensation plan
maintained by IKON or any Subsidiary; (b) annual director, committee and trustee
fees, including amounts deferred pursuant to the IKON Directors' Stock Option
Plan; or (c) consulting fees in the case of consultants.
4. Contributions by IKON. Participants in the Plan are eligible to receive
two types of matching company contributions: 1) automatic company contributions
each month in an amount equal to 66 2/3% of the Participant's monthly investment
("Regular Company Contributions"); and 2) if earned, an additional annual
company contribution in an amount equal to 33 1/3% of the Participant's annual
investment during the previous fiscal year ("Extra Company Contribution"). Thus,
IKON may contribute to each Participant's account a maximum annual amount of up
to 100% of the Participant's annual fiscal-year investments.
Regular Company Contributions will be made automatically each month in an
amount equal to 66 2/3% of the Participant's monthly investment and will be
applied to the purchase of IKON common shares.
If earned, the 33 1/3% Extra Company Contribution will be made on an annual
basis and will be calculated on the basis of investments made by the Participant
during the preceding 12-month period from October 1 to September 30 (the
"Previous Fiscal Year"), and shall only be earned if the Business Unit (as
hereafter defined) employing the Participant has achieved Target Performance as
contemplated by the annual bonus plan in effect for the Participant's Business
Unit. "Business Unit" means IKON or each division, subsidiary or other grouping
within IKON, as the case may be. "Target Performance" shall have the meaning set
forth in the IKON bonus plan as from time to time in effect for each Business
Unit.
The Extra Company Contribution shall be made as soon as administratively
practicable after September 30 of each year and shall be applied to the purchase
of IKON common shares. In order to be eligible to receive the IKON Extra
Contribution, the Participant must be an employee of IKON or a Subsidiary and a
Partner on September 30 of the Previous Fiscal Year.
5. Trustee. The Board of Directors (the "Board") shall name and designate a
Trustee or Trustees (hereinafter "Trustee"), who shall enter into a Trust
Agreement with IKON in a form approved by the Board of Directors. The Board
shall have the power to approve amendments to the Trust Agreement, remove any
Trustee, and designate a successor Trustee or Trustees. The assets of the Plan
shall be held in trust by the Trustee for use in accordance with the terms of
the Plan in providing for the benefits hereunder. Before the satisfaction of all
liabilities under the Plan in the event of termination of the Plan, none of the
assets held by the Trustee shall be used for or diverted to purposes other than
for the exclusive benefit of Participants and their beneficiaries except as
expressly provided in this Plan and in the Trust Agreement. No persons shall
have any interest in, or right to, any part of the assets or income held by the
Trustee, except as and to the extent expressly provided in this Plan and the
Trust Agreement.
6. Purchases of IKON Common Stock. As soon as is practicable after the end
of each month, the Trustee shall allocate to the account of each Participant,
out of shares of IKON common stock acquired by the Trustee for such purpose,
such number of full shares and such fractional interest in a share of IKON
common stock as may be purchased by funds contributed by the Participant and by
IKON or a Subsidiary during the preceding month. Such allocation of shares shall
be at the average cost to the Trustee of the shares allocated to all
Participants' accounts at such time. Shares purchased with funds contributed by
the Participant shall be registered in the name of the Participant or in such
other name or names as the Participant may have designated. Shares purchased
with funds contributed by IKON or a Subsidiary shall be registered in the name
of the Trustee. Any dividends shall be paid on all full shares held in the Plan
at the close of business on the record date for such dividend.
Shares of IKON common stock shall be purchased by the Trustee from time to
time out of funds received by the Trustee under the Plan, either (a) on the open
market, or (b) in private transactions, including, without limitation, from IKON
or a Subsidiary, any corporation or individual or any employee benefit plan. The
Trustee shall also hold for the purpose of allocation to accounts of
Participants, as provided above, shares of IKON common stock forfeited under the
provisions of Paragraph 14 herein.
7. Stock Rights, Stock Splits and Stock Dividends. The Trustee, in its
discretion, may exercise or sell any rights to purchase any securities
appertaining to shares of common stock held by the Trustee, whether or not
allocated to individual accounts. The accounts of Participants shall be
appropriately
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credited. Securities received by the Trustee by reason of a stock split, a stock
dividend or other distribution shall also be appropriately allocated to the
accounts of Participants.
8. Voting of Common Stock. The Trustee shall vote all shares of common
stock purchased with the contributions of IKON or a Subsidiary and held by the
Trustee in such manner as the Trustee shall, in the Trustee's discretion,
determine. In the event of a tender offer for shares of common stock held by the
Trustee, the Trustee shall tender or not tender shares held by the Plan in the
Trustee's discretion.
9. Unisource Spin-Off. As a result of the spin-off of Unisource Worldwide,
Inc. ("Unisource") from Alco Standard Corporation ("Alco"), IKON's predecessor
corporation, Participants who participated in the Plan prior to January 1, 1997
(and who had unvested shares of Alco common stock in their Plan accounts) may
have unvested common shares of both IKON (formerly Alco) and Unisource in their
Plan accounts. These shares, which are attributable to company contributions
made prior to the Unisource Spin-Off, will continue to vest in accordance with
the terms of the Plan (see "Interest of Participant in Shares," below). Such
shares of IKON and Unisource will be distributed to Participants as they vest,
subject to the forfeiture provisions described in "Termination of
Participation," below.
10. Interest of Participant in Shares. An account will be maintained for
each Participant showing the number of shares of IKON common stock purchased by
the Participant and the number of shares of IKON common stock attributable to
company contributions. An account will also be maintained for each Participant
showing the number of shares of Unisource stock, if any, attributable to company
contributions. A Participant shall at all times have a vested interest in the
shares of common stock in his account purchased with his contributions. A
Participant's interest in the shares purchased with company contributions shall
not be immediately vested but shall vest in five equal annual installments,
beginning January 2 of the second calendar year following the calendar year such
shares were purchased. The foregoing vesting schedule is subject to the
provisions of Paragraph 14 hereof regarding termination of participation in the
Plan.
11. Conversion of Unisource shares into IKON shares. Participants who have
unvested shares of Unisource common stock in their accounts may convert such
unvested Unisource shares into unvested IKON shares by directing the Trustee to
sell any or all unvested Unisource shares and to use the proceeds to purchase
unvested shares of IKON common stock. Any such purchases and sales will be made
at a price equal to the closing prices of IKON and Unisource, respectively, on
the New York Stock Exchange on the last day of the month in which the
Participant's election to convert is made. Any such conversions will not affect
the vesting schedule of the shares in the Participant's account.
12. Voting Rights. Each Participant is entitled to exercise full voting
rights with respect to common stock which has been distributed from the Plan.
Voting rights with respect to common stock purchased with funds contributed by
IKON, its Subsidiaries or Alco which have not vested may be exercised only by
the Trustees.
13. Share Certificates and Distribution of Dividends. On a monthly basis, a
stock certificate shall be distributed to each Participant representing the
number of whole shares of IKON common stock purchased during the preceding
calendar month from funds contributed by the Participant. The Participant may
elect to have IKON's transfer agent, National City Bank, hold such certificate
for the Participant's account though its book entry system.
As of the first business day of each January, stock certificates shall be
distributed to each Participant who was a Partner as of September 30 of the
previous year representing the number of whole shares of
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IKON and/or Unisource common stock attributable to company contributions in
which the Participant's interest shall have vested. The Participant may elect to
have IKON's transfer agent, National City Bank, hold such certificate(s) for the
Participant's account through its book entry system. Concurrently, there shall
be furnished to each Participant a statement which shall reflect the amount of
his or her contributions to date, the corresponding company contributions to
date, the number of full and fractional shares of IKON and Unisource common
stock which have vested and been distributed to the Participant, and the number
of such shares in which the Participant's interest shall not have vested.
Ordinary cash dividends on all shares of common stock, whether or not such
shares have vested, will be distributed currently.
14. Termination of Participation. If a Participant ceases to be an Eligible
Person because of retirement, total disability (as defined by the IKON Long Term
Disability Plan) or death, his participation in the Plan shall automatically
terminate as of the end of the calendar month of his retirement, total
disability or death, and the Participant's interest in all unvested IKON and
Unisource shares in his account shall immediately vest and there shall be
delivered to the Participant, or to the estate of a deceased Participant (a) a
stock certificate registered in the name of the Participant, or such other name
or names as he may have designated in the prescribed election form, representing
any whole shares of IKON common stock in the Participant's account purchased
from funds contributed by the Participant which have not been previously
distributed to him; (b) stock certificate(s) registered in the name of the
Participant, or such other name or names as he may have designated, representing
the whole shares of IKON common stock and any shares of Unisource common stock
in the Participant's account purchased from funds contributed by IKON, a
Subsidiary or Alco; and (c) cash representing the value of any fractional share
to which the Participant is entitled as of the effective date of termination of
his participation in the Plan. The term "retirement" as used above shall mean
(a) as to an employee, termination of employment with IKON or a Subsidiary at or
after age 55, or (b) as to a director or consultant, termination of such status
at any time.
If a Participant ceases to be an Eligible Person because of any reason other
than retirement, total disability or death, his participation in the Plan shall
automatically terminate as of the end of the calendar month of his cessation as
an Eligible Person, unless otherwise determined by the Plan Committee or the
Board of Directors. Upon such termination of participation, the Participant
shall receive stock certificate(s) representing any vested shares, together with
cash representing the value of any fractional share to which the Participant is
entitled. The Participant's interest will terminate in all IKON shares and
Unisource shares (if any) which have not yet vested, unless otherwise determined
by the Plan Committee or the Board of Directors. The common shares in the
Participant's account which have not vested will thereafter be available to
reduce the number of shares otherwise required to be purchased in the future
with company contributions.
15. Change in Control. Upon the occurrence of a "Change in Control" (as
defined below), the Participant's interest in all unvested IKON and Unisource
shares in his account shall immediately vest and there shall be delivered to the
Participant (a) a stock certificate registered in the name of the Participant,
or such other name or names as he may have designated in the prescribed election
form, representing any whole shares of IKON common stock in the Participant's
account purchased from funds contributed by the Participant which have not been
previously distributed to him; (b) stock certificate(s) registered in the name
of the Participant, or such other name or names as he may have designated,
representing the whole shares of IKON common stock and any shares of Unisource
common stock in the Participant's account purchased from funds contributed by
IKON, a Subsidiary or Alco; and (c) cash representing the value of any
fractional share to which the Participant is entitled as of the effective date
of the Change in Control.
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The term "Change in Control" as used above 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 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
(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.
16. Expenses. In addition to its contributions, IKON or its Subsidiary will
pay all fees and expenses incurred in connection with the Plan. No charge or
deduction for any expenses will be made to a Participant upon the termination of
his participation under the Plan or upon the distribution of common stock
certificates.
17. Administration. The Board of Directors shall administer the Plan. In its
discretion, the Board of Directors may appoint a Plan Committee, which Plan
Committee shall consist of at least three persons to serve at the pleasure of
the Board. The Board or the Plan Committee, in its discretion, shall appoint an
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Administrator, who shall be responsible for the general administration of the
Plan under the policy guidance of the Plan Committee. The Administrator shall be
in the employ of IKON and shall receive no special or additional compensation,
other than reimbursement of expenses, for his service as Administrator.
The Administrator and Plan Committee shall have all powers and duties
necessary to administer the Plan in accordance with its terms and applicable
law. Any construction, interpretation, or application of the Plan by the
Administrator or the Plan Committee shall be final, conclusive and binding on
all persons.
18. Powers and Duties of Plan Committee. In addition to any duties and
powers described elsewhere herein, the Plan Committee shall have the following
specific duties and powers:
(i) to retain such consultants, accountants and attorneys, as deemed
necessary or advisable, to render statements, reports and advice with respect to
the Plan and to assist the Plan Committee in complying with all applicable rules
and regulations affecting the Plan (such consultants, accountants or attorneys
may be the same as those retained by IKON);
(ii) to decide appeals from adverse determinations of the Administrator
with respect to eligibility for or amounts of benefits under the Plan; and
(iii) to supervise the duties of the Administrator.
19. Powers and Duties of Administrator. In addition to the duties and
powers described elsewhere herein, the Administrator shall have the following
specific duties and powers:
(i) under the supervision of the Plan Committee, to establish rules,
regulations and procedures to carry out the provisions of the Plan;
(ii) to resolve questions or disputes relating to eligibility for benefits
or the amount of benefits under the Plan;
(iii) to conduct the day-to-day administration of the Plan subject to the
control and guidance of the Plan Committee;
(iv) to interpret the provisions of the Plan;
(v) to evaluate administrative procedures;
(vi) to retain such consultants, accountants and attorneys, as deemed
necessary or advisable, to render statements, reports and advice with respect to
the Plan and to assist the Administrator in complying with all applicable rules
and regulations affecting the Plan (such consultants, accountants or attorneys
may be the same as those retained by IKON); and
(vii) to delegate such duties and powers as the Administrator shall
determine from time to time, to any person or persons.
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20. Functioning of Administrator and Plan Committee. The Administrator and
Plan Committee shall keep accurate records and minutes of meetings,
interpretations and decisions. The Plan Committee shall act by majority vote of
the members.
21. Adverse Determinations. If, at any time, the Administrator makes a
determination adverse to a Participant or other claimant with respect to a
written claim for benefits or participation under the Plan, the Administrator
shall notify the claimant in writing of such determination.
22. Appeals from Adverse Determinations. A Participant or any other claimant
who receives notice of an adverse determination by the Administrator with
respect to his claim may request in writing, within 60 days of receipt of such
notice, a review of the Administrator's determination by the Plan Committee. The
Plan Committee shall render a decision within 90 days of receipt of a request
for review.
23. Deemed Denials. If for any reason the written notice of denial described
in Paragraph 20 is not furnished within 90 days of the Administrator's receipt
of a claim for benefits, the claim shall be deemed denied. Likewise, if for any
reason the written decision on review described in Paragraph 21 is not furnished
within the time prescribed, the claim shall be deemed to be denied on review.
24. Indemnification. The Administrator, each member of the Plan Committee
and each Trustee shall be indemnified by IKON against expenses (other than
amounts paid in settlement to which IKON does not consent) reasonably incurred
by him in connection with any action to which he may be a party by reason of his
performance of administrative functions and duties under the Plan, except in
relation to matters as to which he shall be adjudged in such action to be
personally guilty of willful misconduct or gross negligence in the performance
of his duties. The foregoing right to indemnification shall be in addition to
such other rights as the Administrator, Plan Committee member or Trustee may
enjoy as a matter of law or by reason of insurance coverage of any kind. Rights
granted hereunder shall also be in addition to and not in lieu of any rights to
indemnification to which the Administrator, the Plan Committee member or Trustee
may be entitled pursuant to the Code of Regulations of IKON.
25. Amendment and Termination. The Board of Directors of IKON may terminate
the Plan at any time and may amend the Plan from time to time in any respect;
provided, however, that upon any termination of the Plan, all unvested common
shares in Participants' accounts shall become fully vested, and shall be
distributed to Participants as soon as administratively practicable, and
provided further that no amendment to the Plan shall materially affect the right
of a Participant to receive his interest in his account, whether vested or
unvested.
26. Government and Other Regulations. The obligation of IKON or a Subsidiary
to make contributions under the Plan, and the obligation of IKON or a Subsidiary
to purchase or sell common stock under the Plan, or to distribute assets from
the Participants' accounts, shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies as may be
required.
27. Non-Alienation. No Participant shall be permitted to assign, alienate,
sell, transfer, pledge, or otherwise encumber his interest under the Plan prior
to the distribution of stock certificates to him. Any attempt to assign,
alienate, sell, transfer, pledge, or otherwise encumber a Participant's interest
under the Plan prior to distribution of stock certificates shall be void and of
no effect.
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