<PAGE>
As filed with the Securities and Exchange Commission on March 11, 1998
Registration No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
IKON OFFICE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
OHIO 23-0334400
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
________________________
70 Valley Stream Parkway
Malvern, Pennsylvania 19355
(Address of Principal Executive Offices) (Zip Code)
________________________
IKON OFFICE SOLUTIONS, INC.
RETIREMENT SAVINGS PLAN
_________________________
Karin M. Kinney
Corporate Counsel and Secretary
IKON Office Solutions, Inc.
Box 834
Valley Forge, Pennsylvania 19482
(Name and address of agent for service)
(610) 296-8000
(Telephone number, including area code, of agent for service)
_____________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposmd maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered unit* price registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 6,000,000 $32.41 $194,460,000 $57,366
Without
Par Value
- -------------------
Interests in
the Plan
- -----------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of determining the registration fee pursuant
to Rule 457(c)
This Registration Statement relates to Registration Statement No. 33-50004 is
being filed pursuant to General Instruction E of Form S-8 in order to register
additional securities of the same class as other securities for which a
Registration Statement filed on this form relating to the same employee benefit
plan is effective except that the name of the employee benefit plan has been
changed from the Alco Standard Corporation Retirement Savings Plan to the IKON
Office Solutions, Inc. Retirement Savings Plan.
<PAGE>
On January 3, 1997, the Registrant filed a Registration Statement on Form
S-8, Registration Statement No. 33-55004, to register 4,000,000 shares of Common
Stock which were issuable under the Registrant's Retirement Savings Plan. The
contents of Registration Statement No. 333-19267 are incorporated by reference
in the Registration Statement, except that the name of the plan has been changed
from the Alco Standard Corporation Retirement Savings Plan to the IKON Office
Solutions, Inc. Retirement Savings Plan (the "Retirement Savings Plan"). The
Registrant is now filing this separate Registration Statement to register an
additional 6,000,000 shares of common stock which may be issued under the
Retirement Savings Plan.
Item 8. Exhibits
- -----------------
(5) Opinion of Ballard Spahr Andrews & Ingersoll, LLC re: legality.
(5.1) The Registrant will submit or has submitted the Retirement Savings
Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the plan.
(23) Consent of Independent Auditors.
(24) Powers of Attorney.
(24.1) Certified resolutions regarding Powers of Attorney.
(99) IKON Office Solutions, Inc. Retirement Savings Plan.
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in Malvern, Pennsylvania, on the 11th
day of March, 1998.
IKON OFFICE SOLUTIONS, INC.
RETIREMENT SAVINGS PLAN
By: /s/ Nancy J. Heiden
---------------------------
(Nancy J. Heiden)
(Plan Administrator)
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Malvern, Pennsylvania, on the 11th day of March, 1998.
IKON OFFICE SOLUTIONS, INC.
Date: March 11, 1998 By: /s/ Michael J. Dillon
-------------------------------------------
(Michael J. Dillon)
(Vice President and Controller)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
*JOHN E. STUART Chairman, Chief Executive March 11, 1998
(John E. Stuart) Officer, President and a
Director
(Principal Executive Officer)
*KURT E. DINKELACKER Executive Vice President, March 11, 1998
(Kurt E. Dinkelacker) Chief Financial Officer
and a Director
(Principal Financial Officer)
/s/ Michael J. Dillon Vice President and Controller March 11, 1998
(Michael J. Dillon) (Principal Accounting Officer)
*JAMES R. BIRLE Director March 11, 1998
(James R. Birle)
*PHILIP E. CUSHING Director March 11, 1998
(Philip E. Cushing)
*WILLIAM F. DRAKE, JR. Vice Chairman, General March 11, 1998
(William F. Drake, Jr. ) Counsel and a Director
*FREDERICK S. HAMMER Director March 11, 1998
(Frederick S. Hammer)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
*BARBARA BARNES HAUPTFUHRER Director March 11, 1998
(Barbara Barnes Hauptfuhrer)
*RICHARD A. JALKUT Director March 11, 1998
(Richard A. Jalkut)
</TABLE>
*By his signature set forth below, Michael J. Dillon, pursuant to duly executed
Powers of Attorney duly filed with the Securities and Exchange Commission, has
signed this Registration Statement on behalf of the persons whose signatures are
printed above, in the capacities set forth opposite their respective names.
/s/ Michael J. Dillon March 11, 1998
- --------------------------------
(Michael J. Dillon)
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibits
- ------ --------
(5) Opinion of Ballard Spahr Andrews & Ingersoll, LLC re: legality.
(23) Consent of Independent Auditors.
(24) Powers of Attorney.
(24.1) Certified resolutions regarding Powers of Attorney.
(99) IKON Office Solutions, Inc. Retirement Savings Plan.
<PAGE>
Exhibit 5
March 10, 1998
IKON Office Solutions, Inc.
70 Valley Stream Parkway
Malvern, PA 19355
Ladies and Gentlemen:
We have acted as counsel to IKON Office Solutions, Inc. ("IKON") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") to register under the Securities Act of 1933, as
amended, interests (the "Interests") in the IKON Office Solutions, Inc.
Retirement Savings Plan (the "Plan") and an additional 6,000,000 shares of IKON
Common Stock (the "Shares") for offering from time to time to certain employees
of IKON pursuant to the Plan.
In rendering our opinion, we have reviewed such certificates, documents,
corporate records and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below. In giving this
opinion, we are assuming the authenticity of all instruments presented to us as
originals, the conformity with the originals of all instruments presented to us
as copies and the genuineness of all signatures.
Based upon the foregoing, we are of the opinion that (i) the Interests
created pursuant to the Plan will be legal and binding obligations of IKON and
(ii) the Shares, when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
Exhibit 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the IKON Office Solutions, Inc. Retirement Savings Plan of
our report dated October 15, 1997 (except for Note 8, as to which the date is
October 27, 1997), with respect to the consolidated financial statements of IKON
Office Solutions, Inc. incorporated by reference in its Annual Report (Form 10-
K) for the year ended September 30, 1997, and the related financial statement
schedule included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------------------
ERNST & YOUNG
Philadelphia, Pennsylvania
March 11, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is a Director of IKON Office Solutions, Inc.
("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ JAMES R. BIRLE
---------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is a Director of IKON Office Solutions, Inc.
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ PHILIP E. CUSHING
------------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is Executive Vice President, Chief Financial
Officer and a Director of IKON Office Solutions, Inc. ("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ KURT E. DINKELACKER
------------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is Vice Chairman, General Counsel and a
Director of IKON Office Solutions, Inc. ("IKON").
The undersigned hereby appoints each of Karin M. Kinney and Michael J. Dillon,
as his attorneys-in-fact, each with the power of substitution, to execute on his
behalf the foregoing Registration Statement on Form S-8, for filing with the
Securities and Exchange Commission ("SEC"), and to execute any and all
amendments to said Registration Statement, and to do all such other acts and
execute all such other documents which said attorney may deem necessary or
desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ WILLIAM F. DRAKE, JR.
--------------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is a Director of IKON Office Solutions, Inc.
("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ FREDERICK S. HAMMER
-----------------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that she is a Director of IKON Office Solutions, Inc.
("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as her attorneys-in-fact, each with the power of
substitution, to execute on her behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ BARBARA BARNES HAUPTFUHRER
----------------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is a Director of IKON Office Solutions, Inc.
("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ RICHARD A. JALKUT
--------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is Chairman, Chief Executive Officer,
President and a Director of IKON Office Solutions, Inc. ("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ JOHN E. STUART
------------------------------------
<PAGE>
Exhibit 24.1
CERTIFICATION
I, Karin M. Kinney, Secretary of IKON Office Solutions, Inc. (the "Corporation")
do hereby certify that the following resolutions were duly passed by the Board
of Directors of the Corporation on November 6, 1997, and that such resolutions
are, as of the date hereof, in full force and effect:
FURTHER RESOLVED, that each of the officers and directors of the
Corporation is hereby authorized to appoint William F. Drake, Karin M.
Kinney and Michael J. Dillon as his or her attorneys-in-fact on behalf of
each of them, each attorney-in-fact with the power of substitution, to
execute on such officer's or director's behalf, one or more registration
statements and annual reports of the Corporation for filing with the
Securities and Exchange Commission ("SEC"), and any and all amendments to
said documents which said attorney may deem necessary or desirable to
enable the Corporation to register the offering of (i) serial preferred
stock; (ii) common stock; (iii) debt securities; and/or (iv) participation
interests in employee benefit plans under the federal securities law, and
to further enable the Corporation to file such reports as are necessary
under Section 13 or 15(d) of the Securities Exchange Act of 1934 and such
other documents as are necessary to comply with all rules, regulations or
requirements of the SEC in respect thereto; and
FURTHER RESOLVED, that any officer of the Corporation is hereby authorized
to do and perform, or cause to be done or performed, any and all things and
to execute and deliver any and all agreements, certificates, undertakings,
documents or instruments necessary or appropriate in order to carry out the
purpose and intent of the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned has set her hand this 11th day of March,
1998.
/s/ KARIN M. KINNEY
-----------------------------------------
<PAGE>
EXHIBIT 99
IKON OFFICE SOLUTIONS, INC.
RETIREMENT SAVINGS PLAN
(Formerly the Alco Standard Corporation
Retirement Savings Plan)
Incorporating Amendments No. 1, No. 2, No. 3,
No. 4, No. 5, and No. 6 to the
Alco Standard Corporation Retirement Savings Plan
and
Amendments No. 7 and No. 8 to the
IKON Office Solutions, Inc. Retirement Savings Plan
<PAGE>
IKON OFFICE SOLUTIONS, INC.
RETIREMENT SAVINGS PLAN
Table of Contents
-----------------
<TABLE>
<CAPTION>
Article Page
- ------- ----
<S> <C>
Preamble 1
I. Purpose 4
II. Definitions 5
III. Participation 24
IV. Participants' Contributions 26
V. Employer Contributions 32
VI. Participants' Accounts 34
VII. Distribution 37
VIII. Form of Benefit 46
IX. Vesting 64
X. Administration 72
XI. The Fund 79
XII. Amendment or Termination of the Plan 90
XIII. Withdrawals During Employment 92
XIV. Loans from the Plan 99
XV. General Provisions 110
Appendix A: ADP and ACP Tests and Related
Limits on Contributions 114
Appendix B: Limits on Annual Additions 138
Appendix C: Top-Heavy Provisions 145
Appendix D: Determination of Highly
Compensated Employees 156
Appendix E: Qualified Nonelective Contribu-
tions and Qualified Matching Contributions 159
Appendix F: Participating Companies 161
</TABLE>
<PAGE>
IKON OFFICE SOLUTIONS, INC.
RETIREMENT SAVINGS PLAN
WHEREAS, the Alco Standard Corporation Retirement Savings Plan has for
some time been sponsored and maintained by Alco Standard Corporation ("Alco");
and
WHEREAS, the savings plan has been amended from time to time, and was
amended effective October 1, 1996 to characterize its employer stock fund as a
stock bonus plan; and
WHEREAS, Unisource Worldwide, Inc. ("Unisource"), a wholly-owned
subsidiary of Alco, has been spun off from Alco, effective December 31, 1996, to
become a separate, free-standing corporation; and
WHEREAS, the newly independent Unisource has established its own
savings plan for the benefit of active (and certain former) Unisource employees
who formerly participated in the Alco savings plan, which will be known as the
Unisource Worldwide, Inc. Retirement Savings Plan, and to which assets equal to
account balances of certain Unisource employees will be transferred; and
WHEREAS, Alco is being renamed IKON Office Solutions, Inc. in January,
1997; and
WHEREAS, the Alco savings plan has been amended to address the
Unisource spinoff and to reflect the fact that Alco's name is being changed to
IKON Office Solutions, Inc.; and
-1-
<PAGE>
WHEREAS, Alco has caused a working copy of the savings plan,
incorporating all amendments, to be created;
NOW, THEREFORE, the savings plan is continued as hereinafter set
forth.
Background
----------
1. Effective January 1, 1975, the Alco Standard Corporation Stock
Participation Plan was established. The stock participation plan has been
amended from time to time to comply with statutory and regulatory requirements.
2. Effective January 1, 1994, the stock participation plan was
amended and restated to comply with the requirements of the Tax Reform Act of
1986 and the Unemployment Compensation Amendments of 1992.
3. Effective October 1, 1995, Alco amended, restated, and renamed
the plan as the Alco Standard Corporation Retirement Savings Plan, and merged
the Alco Standard Corporation Defined Contribution Plan and the Alco Standard
Corporation Capital Accumulation Plan with and into the savings plan.
4. Effective October 1, 1996, the Alco Standard Corporation
Retirement Savings Plan was amended to characterize its employer stock fund as a
stock bonus plan within the meaning of Treas. Reg. (S)1.401-1(b)(1)(iii).
5. The savings plan has been amended to comply with
-2-
<PAGE>
the Small Business Job Protection Act of 1996 and to add a Unisource Stock
Fund, effective January 1, 1997.
6. The savings plan has been amended to rename it the IKON Office
Solutions, Inc. Retirement Savings Plan, effective January 1, 1997.
-3-
<PAGE>
ARTICLE I
PURPOSE
-------
1.1 IKON Office Solutions, Inc., desiring to provide systematically for the
payment of benefits to its employees on account of retirement, death, or total
disability and to permit its employees to share in the product of their efforts,
herewith continues this plan now known as the IKON Office Solutions, Inc.
Retirement Savings Plan.
-4-
<PAGE>
ARTICLE II
DEFINITIONS
-----------
Except where otherwise clearly indicated by context, the masculine
shall include the feminine and the singular shall include the plural, and vice-
versa.
2.1 "Accounts" shall mean the separate entries maintained in the
--------
records of the Plan which represent a Participant's interest in the Fund.
(a) "After-Tax Account" shall mean the Account to which are credited
-----------------
after-tax contributions that were held by a Prior Plan, and all earnings and
losses thereon.
This Account is divided into three sub-accounts, which are "Sub-
Account A," "Sub-Account B," and "Sub-Account C." Sub-Account A consists of all
after-tax contributions that were held by (1) the Alco Standard Corporation
Defined Contribution Plan as of September 30, 1995 (other than after-tax
contributions now held in Sub-Account C), or (2) any other plan subject to the
survivor annuity requirements of Sections 401(a)(11) and 417 of the Code, and
merged with and into this Plan on or after October 1, 1995, as in effect on the
day before the merger (other than after-tax contributions now held in Sub-
Account C), and all earnings and losses thereon. Sub-Account B consists of all
after-tax contributions that were held by (1) the Alco Standard
-5-
<PAGE>
Corporation Stock Participation Plan and the Alco Standard Corporation Capital
Accumulation Plan as of September 30, 1995, or (2) any other plan not subject to
the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code
and merged with and into this Plan on or after October 1, 1995, as in effect on
the day before the merger, and all earnings and losses thereon. Sub-Account C
consists of all after-tax contributions that (1) were initially contributed to a
money purchase pension plan and later held by the Alco Standard Corporation
Defined Contribution Plan as of September 30, 1995, or (2) were initially
contributed to a money purchase pension plan merged with and into this Plan on
or after October 1, 1995, as in effect on the day before the merger, and all
earnings and losses thereon.
There shall also be separate accounting for this Account to
distinguish between "pre-1987" and "post-1986" after-tax contributions and
earnings thereon. All after-tax contributions made prior to January 1, 1987
shall be considered "pre-1987," with all earnings and losses thereon. All after-
tax contributions made on and after January 1, 1987 shall be considered "post-
1986," with all earnings and losses thereon.
(b) "Before-Tax Account" means the Account to which are
------------------
credited a Participant's before-tax contributions and all earnings and losses
thereon.
This Account is divided into two sub-accounts, which are "Sub-Account
A" and "Sub-Account B." Sub-Account A consists
-6-
<PAGE>
of all before-tax contributions that were held by: (1) the Alco Standard Defined
Contribution Plan as of September 30, 1995, or (2) any other plan subject to the
survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and
merged with and into this Plan on or after October 1, 1995, as in effect on the
day before the merger, and all earnings and losses thereon. Sub-Account B
consists of all before-tax contributions that: (1) were held by the Alco
Standard Corporation Stock Participation Plan and the Alco Standard Corporation
Capital Accumulation Plan as of September 30, 1995, and all earnings and losses
thereon, (2) were held by any other plan not subject to the survivor annuity
requirements of Sections 401(a)(11) and 417 of the Code and merged with and into
this Plan on or after October 1, 1995, as in effect on the day before the
merger, and all earnings and losses thereon, or (3) are contributed to this Plan
on or after October 1, 1995, and all earnings and losses thereon.
(c) "DCP Account" shall mean the following, taken together:
-----------
After-Tax Sub-Accounts A and C, Before-Tax
Sub-Account A, Employer Sub-Account A, the Money Purchase Plan Account, and
Rollover Sub-Account A.
(d) "Employer Account" shall mean the Account to which employer
----------------
contributions other than money purchase plan contributions are credited and all
earnings and losses thereon.
This Account is divided into three sub-accounts, which are "Sub-
Account A," "Sub-Account B," and "Sub-Account C." "Sub-
-7-
<PAGE>
Account A" consists of all employer contributions other than money purchase plan
contributions that were held by: (1) the Alco Standard Corporation Defined
Contribution Plan as of September 30, 1995, or (2) any other plan subject to the
survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and
merged with and into this Plan on or after October 1, 1995, as in effect on the
day before the merger, and all earnings and losses thereon. "Sub-Account B"
consists of all employer contributions other than money purchase plan
contributions that were held by: (1) the Alco Standard Corporation Capital
Accumulation Plan as of September 30, 1995, and all earnings and losses thereon,
or (2) were held by any other plan not subject to the survivor annuity
requirements of Sections 401(a)(11) and 417 of the Code and merged with and into
this Plan on or after October 1, 1995, as in effect on the day before the
merger, and all earnings and losses thereon. "Sub-Account C" consists of all
employer contributions other than money purchase plan contributions that: (1)
were held by the Alco Standard Corporation Stock Participation Plan as of
September 30, 1995, and all earnings and losses thereon, or (2) are contributed
to this Plan on or after October 1, 1995, and all earnings and losses thereon.
(e) "Money Purchase Plan Account" shall mean the Account to
---------------------------
which all money purchase plan contributions made by an employer under a Prior
Plan shall be credited.
-8-
<PAGE>
(f) "QMAC Account" shall mean the Account to which are credited
------------
Qualified Matching Contributions and gains and losses thereon.
(g) "QNEC Account" shall mean the Account to which are credited
------------
Qualified Nonelective Contributions and gains and losses thereon.
(h) "Rollover Account" shall mean the account to which are
----------------
credited an Employee's Rollover Savings and gains and losses thereon.
This Account is divided into two sub-accounts, which are "Sub-Account
A" and "Sub-Account B". "Sub-Account A" consists of: (1) rollover savings held
by the Alco Standard Corporation Defined Contribution Plan as of September 30,
1995 and (2) rollover savings subject to the survivor annuity requirements of
Sections 401(a)(11) and 417 of the Code and held by any other plan merged with
and into this Plan on or after October 1, 1995, as in effect on the day before
the merger, and all earnings and losses thereon. "Sub-Account B" consists of:
(1) Rollover Savings made to this Plan on or after October 1, 1995 in
accordance with Section 4.6 and (2) rollover savings not subject to the survivor
annuity requirements of Sections 401(a)(11) and 417 of the Code and held by any
plan merged with and into this Plan on or after October 1, 1995, as in effect on
the day before the merger, and all earnings and losses thereon.
-9-
<PAGE>
2.2 "ACP Test" shall mean the tests described in Section A.6(a) of
--------
Appendix A.
2.3 "Actual Contribution Percentage" shall mean, for a specific group
------------------------------
of Eligible Employees, the average (expressed as a percentage rounded to the
nearer one-hundredth of one percent) of the Individual Contribution Percentages
of the Eligible Employees in the group.
The term "Individual Contribution Percentage" is defined in Appendix
A.
2.4 "Actual Deferral Percentage" shall mean, for a specific group of
--------------------------
Eligible Employees, the average (expressed as a percentage rounded to the nearer
one-hundredth of one percent) of the Individual Deferral Percentages of the
Eligible Employees in the group.
The term "Individual Deferral Percentage" is defined in Appendix A.
2.5 "Actuarial Equivalent" shall mean of equal actuarial value,
--------------------
based upon the factors and assumptions utilized by the insurance company from
which the Administrator directs the purchase of any annuity contract for the
purpose of providing benefits under the Plan.
2.6 "Administrator" shall mean the person(s) designated pursuant to
-------------
Section 10.1.
2.7 "ADP Test" shall mean the tests described in Section A.3(a) of
--------
Appendix A.
-10-
<PAGE>
2.8 "Affiliated Company" shall mean (a) any parent or subsidiary of
------------------
an Employer (or company under common control with an Employer) which is a member
of the same controlled group of corporations (within the meaning of section
1563(a) of the Code) as the Employer; (b) any member of an affiliated service
group, as determined under section 414(m) of the Code, of which an Employer is a
member; (c) any trade or business under common control with an Employer, as
determined under section 414(c) of the Code; and (d) any entity required to be
aggregated with an Employer pursuant to regulations under section 414(o) of the
Code. "50% Affiliated Company" shall mean an Affiliated Company, but with the
----------------------
phrase "more than 50%" substituted for the phrase "at least 80%" in section
1563(a) of the Code.
2.9 "IKON" shall mean IKON Office Solutions, Inc., an Ohio
----
corporation. Before 1997, IKON was named Alco Standard Corporation ("Alco").
2.10 "IKON Committee" shall mean the IKON Office Solutions, Inc.
--------------
Retirement Plans Committee or any other committee appointed from time to time by
the Board of Directors to carry out the duties described in Section 10.2.
2.11 "IKON Stock" shall mean the common stock of IKON.
----------
2.12 "Basic Contributions" shall mean a Participant's basic before-tax
-------------------
savings as provided in Section 4.1.
2.13 "Board of Directors" shall mean the board of directors of IKON or
------------------
a committee of the board of directors of
-11-
<PAGE>
IKON having authority and responsibility for employee benefit plan matters.
2.14 "Break in Service" shall mean any Plan Year during which an
----------------
employee incurs a break in service described in Article IX.
2.15 "Cash Equivalents" shall mean cash and/or bank deposits,
----------------
certificates of deposit, U.S. Treasury obligations, commercial paper, and
similar investments.
2.16 "Code" shall mean the Internal Revenue Code of 1986, as amended
----
from time to time.
2.17 "Compensation" shall mean, for a given Plan Year, a Participant's
------------
regular salary or wages paid by the Employer, excluding overtime allowances,
bonuses, incentive pay, severance pay (whether paid periodically or in a lump
sum), and other extra pay, but including commissions and Basic and Supplemental
Contributions and any elective contributions to an Employer plan under sections
125, 402(e)(3), 402(h), and 403(b) of the Code.
For 1997, a Participant's annual Compensation shall not be more than
$160,000. For all years after 1997, a Participant's annual Compensation shall
not be more than the amount set by section 401(a)(17) of the Code, as adjusted
for cost-of-living increases.
In the case of a Plan Year which is less than 12 months long, the
dollar limit on Compensation shall be determined by multiplying the annual limit
by a fraction, the numerator of
-12-
<PAGE>
which is the number of full calendar months in the short Plan Year and the
denominator of which is 12.
2.18 "Effective Date" shall mean (except as otherwise set forth
--------------
herein) October 1, 1995, the effective date of this amended and restated Plan.
The Plan was originally effective on January 1, 1975.
2.19 "Eligible Employee" shall mean any Employee who is entitled to
-----------------
contribute Basic and Supplemental Contributions and to have Matching
Contributions credited to his Employer Account for all or any portion of a given
Plan Year.
2.20 "Employee" shall mean any permanent employee of an Employer. The
--------
term Employee shall not include (a) any person who is a leased employee, whether
such person is a leased employee within the meaning of section 414(n) of the
Code, or not; or (b) any person covered by a collective bargaining agreement,
unless he is covered by a collective bargaining agreement that specifically
provides for his participation hereunder. An employee is considered
"permanent" if he is expected to complete 500 or more Hours of Service during
the Plan Year.
IKON reserves the right to amend the Plan or its Joinder Agreement to
change the class of employees who shall be Employees for purposes of this Plan.
Effective January 1, 1997, the term Employee shall not include any
Unisource Employee.
-13-
<PAGE>
2.21 "Employer" shall mean IKON and each division and subsidiary of
--------
IKON (or division of an IKON subsidiary) which is designated by the Board of
Directors to adopt this Plan and which (a) adopts the Plan by action of its
board of directors, if applicable, and (b) executes a Joinder Agreement with
respect to the Plan.
The companies included within the definition of Employer are listed
in Appendix F attached hereto and made a part hereof.
2.22 "Employer Contributions" shall mean any contributions which may
----------------------
be made to the Plan by Employers other than Money Purchase Plan Contributions.
2.23 "ERISA" shall mean the Employee Retirement Income Security Act of
-----
1974, as amended from time to time.
2.24 "Excess Aggregate Contributions" shall mean the amount described
------------------------------
in Section A.1(a) of Appendix A.
2.25 "Excess Contributions" shall mean the amount described in
--------------------
Section A.1(b) of Appendix A.
2.26 "Excess Deferral" shall mean the amount described in Section
---------------
A.1(c) of Appendix A.
2.27 "Fair Market Value" shall mean value as determined pursuant to
-----------------
guidelines developed by the Trustee, as revised by the Trustee from time to
time.
-14-
<PAGE>
2.28 "Fund" shall mean the fund established for this Plan,
----
administered under the Trust Agreement, out of which benefits payable under
this Plan shall be paid.
2.29 "Georgia-Pacific Stock" shall mean the common stock of Georgia-
---------------------
Pacific Corporation. "Georgia-Pacific Stock Fund" shall mean the Investment
--------------------------
Fund invested in Georgia-Pacific Stock.
2.30 "Highly Compensated Employee" shall mean, for any Plan Year
---------------------------
beginning after December 31, 1986, an employee who is found to be a Highly
Compensated Employee within the meaning of Treas. Reg. (S)1.414(q)-1T for that
Plan Year. The determination under Treas. Reg. (S)1.414(q)-1T shall be made in
accordance with Appendix D.
2.31 "Hour of Service" shall mean an hour for which:
---------------
(a) an employee is directly or indirectly paid or entitled to
payment by an Employer, a Predecessor Company, or an Affiliated Company for the
performance of employment duties; or
(b) back pay, irrespective of mitigation of damages, is either
awarded or agreed to; or
(c) an employee is directly or indirectly paid or entitled to
payment by an Employer, a Predecessor Company, or an Affiliated Company on
account of a period of time during which no duties are performed due to
vacation, holiday, illness, incapacity (including disability), layoff, jury
duty, military duty, or leave of absence;
-15-
<PAGE>
(d) an employee is absent from work without pay but receives
Hours of Service under Section 9.2(b); or
(e) an employee is absent from work without pay because of:
(1) leave of absence pursuant to his Employer's established
leave of absence policy;
(2) absence for military service such that reemployment
rights are guaranteed by law, provided that he applies for reemployment within
the time provided by law;
(3) absence due to illness or accident for a period of less
than 12 months, provided that he returns to work as soon as he is physically
able.
There shall be excluded from Subsections (a), (b), and (c) those
periods during which payments are made or due under a plan maintained solely for
the purpose of complying with applicable workers' compensation, unemployment
compensation, or disability insurance laws.
No more than 501 Hours of Service shall be credited under Subsection
(c) or (e), or under Subsections (c) and (e) together, on account of any single
continuous period during which no duties are performed, except to the extent
otherwise provided in this Plan.
Except as otherwise provided in Subsection (e), an Hour of Service
shall not be credited where an employee is
-16-
<PAGE>
being reimbursed solely for medical or medically related expenses.
Hours of Service shall be credited in accordance with the rules set
forth in U.S. Department of Labor Reg. (S)2530.200b-2(b) and (c).
Hours of Service shall be credited for any individual who is
considered a leased employee for purposes of this Plan under section 414(n) of
the Code.
For the purpose of determining an employee's Vesting Service, Hours of
Service shall be credited on an equivalency basis. Each employee shall be
credited with 190 Hours of Service for each month of employment with the
Employer or an Affiliated Company.
2.32 "Investment Committee" shall mean the committee appointed by the
--------------------
Board of Directors to select the Plan's Investment Funds and monitor the
performance of such funds.
2.33 "Investment Fund" shall mean any fund, contract, obligation, or
---------------
other mode of investment selected by the Investment Committee to which a
Participant may direct the investment of the assets of his Accounts.
2.34 "Joinder Agreement" shall mean the instrument by which an
-----------------
Employer joins and becomes a party to the Plan and the Trust Agreement.
2.35 "Limitation Compensation" shall mean, for a given Participant,
-----------------------
for a given period of time, the amount(s) which must be reported in the "wages,
tips, other compensation" box on the
-17-
<PAGE>
Form(s) W-2 provided to the Participant by the Employers. After December 31,
1997, Limitation Compensation shall be the sum of (a) the amount(s) which must
be reported in the "wages, tips, other compensation" box on the Form(s) W-2
provided to the Participant by the Employers and (b) the Participant's elective
deferrals under sections 125, 402(e)(3), 402(h)(1)(B), and 403(b) of the Code.
2.36 "Matching Contributions" shall mean the amounts contributed to
----------------------
the Fund by Employers pursuant to Section 5.1 and matching contributions made by
an employer to the Alco Standard Corporation Stock Participation Plan which are
now held by this Plan.
2.37 "Money Purchase Plan Contributions" shall mean the money purchase
---------------------------------
pension plan contributions made by an employer to a Prior Plan.
2.38 "Participant" shall mean:
-----------
(a) any Employee entitled to participate in this Plan under
Section 3.1 who is currently contributing Basic Contributions to the Plan (an
"active Participant"), and
(b) any Employee or former Employee for whom at least one
Account is maintained under the Plan.
Effective January 1, 1997, the term Participant shall not include any
person who is a Unisource Employee, but may include persons formerly employed by
Unisource who stopped receiving compensation from Unisource before January 1,
1997.
-18-
<PAGE>
2.39 "Plan" shall mean the IKON Office Solutions, Inc. Retirement
----
Savings Plan, a profit sharing plan, as set forth herein and as hereafter
amended from time to time.
2.40 "Plan Year" shall mean the calendar year (January 1st through
---------
December 31st).
2.41 "Predecessor Company" shall mean each business entity that is a
-------------------
predecessor in interest to an Employer, whether due to merger, consolidation,
asset acquisition, or stock acquisition.
2.42 "Prior Plan" shall mean (a) the Alco Standard Corporation Stock
----------
Participation Plan, as in effect on September 30, 1995; (b) the Alco Standard
Corporation Capital Accumulation Plan, as in effect on September 30, 1995; (c)
the Alco Standard Corporation Defined Corporation Plan, as in effect of
September 30, 1995; or (d) any other plan merged with and into this Plan on or
after October 1, 1995, as in effect on the day before the merger.
2.43 "Qualified Matching Contributions" shall mean amounts which are
--------------------------------
contributed to the Fund by the Employers on behalf of Participants who are not
Highly Compensated Employees; which are allocated on the basis of Basic
Contributions; and which Participants may not elect to receive in cash.
2.44 "Qualified Nonelective Contributions" shall mean amounts which
-----------------------------------
are contributed to the Fund by the Employers on behalf of Eligible Employees who
are not Highly Compensated
-19-
<PAGE>
Employees; which are allocated on the basis of Compensation; and which Eligible
Employees may not elect to receive in cash.
2.45 "Recordkeeper" shall mean the recordkeeper chosen by the IKON
------------
Committee.
2.46 "Retirement Age" shall mean the earlier of (a) the earliest age
--------------
at which a Participant may retire under his Employer's defined benefit pension
plan or (b) age 62. If a Participant does not participate in a defined benefit
pension plan sponsored by his Employer, Retirement Age shall mean age 62.
"Retirement Date" shall mean the date on which a Participant who has attained
- ----------------
Retirement Age terminates his employment with all Employers and Affiliated
Companies.
2.47 "Rollover Savings" shall mean a Participant's savings rolled over
----------------
into the Fund as provided in Section 4.6.
2.48 "Supplemental Contributions" shall mean a Participant's
--------------------------
supplemental before-tax savings as provided in Section 4.1.
2.49 "Spouse" shall mean the person to whom a Participant is married
------
on any date of reference.
2.50 "Stock Fund" shall mean the Investment Fund invested solely in
----------
IKON Stock and Cash Equivalents. The Stock Fund shall be a stock bonus plan
within the meaning of Treas. Reg. (S)1.401-1(b)(1)(iii).
2.51 "Total Disability" shall mean, with respect to a Participant who
----------------
is participating in any long-term disability plan
-20-
<PAGE>
maintained by the Employer, only such disability as renders the Participant
wholly and continuously unable to perform the duties of his occupation during
the entire elimination or waiting period under the long-term disability plan.
The foregoing notwithstanding, except as may be required by the
Americans with Disabilities Act, disability resulting from the following causes
shall not constitute Total Disability under this Plan:
(a) service in the Armed Forces or Merchant Marine of the United
States or any other country;
(b) warfare or acts of a public enemy;
(c) willful participation in any criminal act;
(d) intentionally self-inflicted or self-incurred injury; or
(e) use of drugs or narcotics contrary to law.
2.52 "Trust Agreement" shall mean the agreement and declaration of
---------------
trust executed under this Plan.
2.53 "Trustee" shall mean the corporate trustee or one or more
-------
individuals collectively appointed and acting under the Trust Agreement.
2.54 "Valuation Date" shall mean each business day on which the New
--------------
York Stock Exchange is open.
2.55 "Vesting Service" shall mean that portion of an employee's
---------------
employment with all Employers and Affiliated Companies
-21-
<PAGE>
which is used to determine the employee's vesting status hereunder, as further
described in Article IX.
2.56 "Income" shall mean, until January 1, 1998, the sum of an
------
employee's Limitation Compensation and his elective deferrals under sections
125, 402(e)(3), 402(h)(1)(B), and 403(b) of the Code. Beginning on January 1,
1998, when the definition of Limitation Compensation changes to include elective
deferrals (in accordance with an amendment to section 415(c)(3) of the Code), an
employee's Income shall be his Limitation Compensation.
2.57 "Mandatory Benefit Commencement Date" shall mean for any
-----------------------------------
Participant the date described in Section 7.7.
2.58 "Unisource Stock" shall mean the common stock of Unisource
---------------
Worldwide, Inc.
2.59 "Unisource Stock Fund" shall mean the Investment Fund invested
--------------------
solely in Unisource Stock and Cash Equivalents. The Unisource Stock Fund may
not be selected by any Participant as an investment option for new contributions
going into his Accounts on and after January 1, 1997, but shall exist as a
"frozen" Investment Fund.
2.60 "Unisource" shall mean Unisource Worldwide, Inc., a Delaware
---------
corporation. Unisource, formerly a wholly-owned subsidiary of Alco, became a
separate, free-standing corporation effective December 31, 1996.
2.61 "Unisource Employee" shall mean:
------------------
-22-
<PAGE>
(a) any person actively employed by Unisource as of December 31,
1996, including any Unisource employee who is absent from work on December 31,
1996 on account of holiday, sick leave, short-term disability, leave of absence,
or otherwise;
(b) any former employee of Unisource described in the Benefits
Agreement dated November 20, 1996, between Alco and Unisource, who is receiving
severance payments on December 31, 1996;
(c) any employee or former employee of Unisource who incurred a
long-term disability on or after October 1, 1996; and
(d) any corporate staff member who is transferred from
employment with Alco to employment with Unisource as of January 1, 1997.
2.62 "Unisource RSP" shall mean the Unisource Worldwide, Inc.
-------------
Retirement Savings Plan.
-23-
<PAGE>
ARTICLE III
PARTICIPATION
-------------
3.1 Date of Participation.
---------------------
(a) Each person who was participating in the Plan on December
31, 1996 and who is an Employee on January 1, 1997 shall be a Participant
hereunder as of January 1, 1997.
(b) Effective January 1, 1997, each other person who is an
Employee shall be entitled to participate in the Plan as of the date on which he
first becomes an Employee. A given Employee shall become an active Participant
when he elects to contribute (or is deemed to have elected to contribute) Basic
Contributions in accordance with Section 4.1.
3.2 Benefits of Participation. Each Employee may (but is not
-------------------------
required to) elect to contribute Basic and Supplemental Contributions to the
Plan in accordance with the provisions of Article IV. Basic Contributions (but
not Supplemental Contributions) shall be matched by the Employer as provided in
Article V.
3.3 Participation After Reemployment. A Participant whose employment
--------------------------------
is terminated and who is later reemployed as an Employee shall resume his
participation in the Plan as soon as administratively practicable following the
date of his reemployment.
-24-
<PAGE>
3.4 Data. Each Employee shall furnish to the Recordkeeper such data
----
as the Recordkeeper may consider necessary for the determination of the
Employee's rights and benefits under the Plan and shall otherwise cooperate
fully with the Recordkeeper in the administration of the Plan.
3.5 Unisource Employees. Each Unisource Employee who was
-------------------
participating in this Plan on December 31, 1996 shall cease to be a Participant
as of January 1, 1997, the effective date of his transfer to the newly
established Unisource Worldwide, Inc. Retirement Savings Plan.
-25-
<PAGE>
ARTICLE IV
PARTICIPANTS' CONTRIBUTIONS
---------------------------
4.1 Basic and Supplemental Contributions.
------------------------------------
(a) (1) Each Employee may (but is not required to) elect a
percentage to be deducted from his Compensation as his Basic and Supplemental
Contributions. This percentage may be from one percent (1%) to six percent (6%)
of the Participant's Compensation in the case of Basic Contributions, or an
additional one percent (1%) to ten percent (10%) of the Participant's
Compensation in the case of Supplemental Contributions.
(2) As provided in Section 3.1(b), a given Employee shall become
an active Participant when he elects to contribute Basic Contributions to the
Plan. The percentage of Compensation he elects to contribute shall be deemed to
be a contribution from his Employer and shall be allocated to his Before-Tax
Account.
(3) An election under this Subsection shall be made in
accordance with procedures established by the Administrator, who may provide
for elections to be made by telephonic communication with the Recordkeeper. A
given election shall be effective as soon as administratively practicable
following the date on which it is made. An election shall in no event be
-26-
<PAGE>
effective for a given payroll period if the election is made on or after the
payroll date for that payroll period.
(b) (1) Effective January 1, 1997, an Employee who does not
elect to contribute to the Plan under Subsection (a) within 60 days of the date
on which the Recordkeeper first identifies him as an Eligible Employee shall be
deemed to have elected to contribute to the Plan unless, during the 60-day
period, the Employee has waived participation in the form and manner prescribed
by the Administrator and/or the Recordkeeper. In the absence of a waiver, the
Employee shall be deemed to have elected to contribute two percent (2%) of his
Compensation to the Plan as Basic Contributions.
(2) A deemed election shall be effective as soon as
administratively practicable following the expiration of the 60-day period. In
no event shall a deemed election be effective for a given payroll period if the
deemed election occurs on or after the payroll date for that payroll period.
(c) Each Employee who makes an election (or is deemed to have
made an election) under this Section shall be deemed to have agreed to the terms
and requirements of the Plan and the Trust Agreement.
(d) In any one taxable year, the amount of Basic and
Supplemental Contributions plus any other elective deferrals (as defined in
section 402(g)(3) of the Code) allocated to a Participant's Accounts under this
Plan and all other plans, con-
-27-
<PAGE>
tracts, and arrangements maintained by the Employer and all Affiliated Companies
shall in no event exceed the dollar limit in effect under section 402(g) of the
Code for that taxable year (which is $9,500 for 1997).
4.2 Change of Contribution Rate.
---------------------------
(a) A Participant may increase the percentage elected under
Section 4.1 to any other percentage permitted under that Section. An increase in
Basic or Supplemental Contributions shall become effective as soon as
administratively practicable following the date on which the Recordkeeper
receives notice of the increase.
(b) A Participant may reduce or stop his Basic and Supplemental
Contributions at any time. A reduction or cancellation of Basic and
Supplemental Contributions shall become effective as soon as administratively
practicable following the date on which the Recordkeeper receives notice of the
change.
(c) A Participant who has reduced or stopped his Basic and
Supplemental Contributions may increase or resume his Basic and Supplemental
Contributions by giving the Recordkeeper notice of the change he wishes to make.
Basic and Supplemental Contributions will be increased or will resume as soon as
administratively practicable following the date on which the Recordkeeper
receives notice of the change.
(d) If the contribution rates of Participants who are Highly
Compensated Employees are being reduced as provided in
-28-
<PAGE>
Sections A.4(a) and A.7(a) of Appendix A, the Administrator shall advise
affected Participants of the action it is taking.
4.3 Remittance of Contributions. Amounts deducted as Basic and
---------------------------
Supplemental Contributions shall be remitted to the Trustee for deposit in the
Fund as soon as is practicable, but in no event more than 15 business days after
the end of the calendar month in which such contributions were withheld from the
Participant's Compensation.
4.4 Actual Deferral Percentage Test. The Plan must satisfy the ADP
-------------------------------
Test set forth in Appendix A as of the last day of each Plan Year that begins
after December 31, 1986.
4.5 Excess Deferrals. In a taxable year beginning after December 31,
----------------
1986 in which a Participant has an Excess Deferral, the Excess Deferral shall be
treated as described in Appendix A.
4.6 Rollover Savings.
----------------
(a) An Employee may rollover into the Fund, from any qualified
retirement plan of a former employer, all or a portion of his interest in such
qualified plan (except that the interest being rolled over may not contain
nondeductible employee contributions), if the amount in question is eligible for
rollover treatment under the Code.
(b) In addition, an Employee who has established an individual
retirement account to hold distributions received from qualified retirement
plans may roll over all of the assets
-29-
<PAGE>
of such individual retirement account into the Fund, if the amount in question
is eligible for rollover treatment under the Code. The Employee's individual
retirement account shall not contain nondeductible employee contributions made
by the Employee while he was participating in the distributing plan(s).
(c) The distribution(s) rolled over from another qualified retirement
plan or from an individual retirement account shall be credited to the
Employee's Rollover Account.
(d) The Trustee shall not accept a distribution from any other
qualified retirement plan or from an individual retirement account unless:
(1) the distribution being rolled over comes directly from the
fiduciary of the distributing plan, or comes from the Employee, within 60 days
after the Employee receives a distribution from such other qualified retirement
plan or from the individual retirement account; and
(2) the distribution being rolled over will not cause the Plan
to be a direct or indirect transferee of a plan to which the survivor annuity
requirements of sections 401(a)(11) and 417 of the Code apply.
However, an Employee's Rollover Account may contain rolled-over
amounts that are subject to the survivor annuity requirements of sections
401(a)(11) and 417 of the Code if there is acceptable separate accounting for
such amounts under Section 6.6.
-30-
<PAGE>
4.7 Other Rollovers and Transfers Not Accepted. Except as
------------------------------------------
specifically provided in Section 4.6, no Employee shall be permitted to roll
over or transfer funds to the Plan from an individual retirement account or
individual retirement annuity, from another qualified retirement plan or trust,
or from an annuity plan.
-31-
<PAGE>
ARTICLE V
EMPLOYER CONTRIBUTIONS
----------------------
5.1 Matching Contributions.
----------------------
(a) Each Employer shall contribute to the Fund as Matching
Contributions an amount which is equal to two-thirds (2/3) of the Basic
Contributions of each Participant. Matching Contributions shall be allocated to
the Sub-Account C of the Employer Account of each Participant for whom such
contributions are made.
(b) Notwithstanding Subsection (a), at the end of each Plan Year,
additional Matching Contributions shall be made in the discretion of the
Employer, as required, to provide each Participant with an annualized Matching
Contribution which is based on the Participant's Basic Contributions for such
Plan Year.
(c) The amount contributed as Matching Contributions under
Subsections (a) and (b) for a given Participant for a given Plan Year shall in
no event exceed two-thirds (2/3) of the lesser of (1) the Basic Contributions of
the Participant for that Plan Year, minus any amounts required to be distributed
under Section A.5 of Appendix A, or (2) the dollar limit described in Section
4.1(d) which is applicable for that Plan Year.
-32-
<PAGE>
5.2 Qualified Non-Elective Contributions and Qualified Matching
-----------------------------------------------------------
Contributions. To the extent provided in Appendix E, the Employer may make
- -------------
Qualified Non-Elective Contributions and Qualified Matching Contributions to the
Plan.
5.3 Maximum Amount. For any Plan Year, the total of Matching
--------------
Contributions, Qualified Nonelective Contributions and Qualified Matching
Contributions shall not exceed the maximum amount which will constitute an
allowable current deduction under the applicable provisions of the Code. All
Matching Contributions, Qualified Nonelective Contributions and Qualified
Matching Contributions are expressly conditioned upon their deductibility for
federal income tax purposes.
5.4 Remittance of Contributions. Matching Contributions, Qualified
---------------------------
Nonelective Contributions and Qualified Matching Contributions shall be remitted
to the Trustee as soon as is practicable, and in no event later than the end of
the period within which they may be paid and deducted for federal income tax
purposes for the Plan Year for which they are contributed.
5.5 Actual Contribution Percentage Test. The Plan must satisfy the
-----------------------------------
ACP Test set forth in Appendix A as of the last day of each Plan Year that
begins after December 31, 1986.
-33-
<PAGE>
ARTICLE VI
PARTICIPANTS' ACCOUNTS
----------------------
6.1 Accounts. All contributions and earnings thereon may be held in one
--------
commingled trust for the benefit of all Participants. However, in order that
the interest of each Participant may be accurately determined and computed,
separate Accounts and Sub-Accounts shall be maintained for each Participant, as
set forth in Section 2.1. These Accounts shall represent the Participant's
individual interest in the trust.
6.2 Apportionment of Gain or Loss. The value of each Investment
-----------------------------
Fund, as computed pursuant to Section 11.8, shall be compared with the value of
such Investment Fund as of the preceding Valuation Date. Any difference in the
value, not including contributions made since the preceding Valuation Date,
shall be the net gain or loss of such Investment Fund. The net gain or loss
shall be ratably apportioned by the Recordkeeper on its books among the
Participants' Accounts which are invested in such Investment Fund at the current
Valuation Date.
6.3 Accounting for Allocations. The Administrator shall establish or
--------------------------
provide for the establishment of accounting procedures for the purpose of making
the allocations, valuations, and adjustments to Participants' Accounts provided
for in this Article. From time to time such procedures may be modified for
-34-
<PAGE>
the purpose of achieving equitable and nondiscriminatory allocations among the
Accounts of Participants in accordance with the general concepts of the Plan and
the provisions of this Article.
6.4 Maximum Allocation. A Participant's Annual Additions (as defined
------------------
in Appendix B) shall in no event exceed the limits set forth in Appendix B.
6.5 Multiple Use Test. The Plan must satisfy the test set forth in
-----------------
Section A.9 of Appendix A for each Plan Year that begins after December 31,
1988.
6.6 Separate Accounting for DCP Participants' Account. For each
-------------------------------------------------
Participant who has a DCP Account, all his Accounts shall be separately
accounted from the Accounts of other Participants under this Plan in accordance
with Treas. Reg. (S)1.401(a)-20, Q&A 5.
6.7 Military Service.
----------------
Notwithstanding any provision of this plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with (S)414(u) of the Internal Revenue
Code.
Loan repayments will be suspended under this plan as permitted under
(S)414(u)(4) of the Internal Revenue Code.
6.8 Transfers to Unisource RSP.
--------------------------
(a) A Participant's Accounts shall be transferred from this Plan to
the Unisource RSP if the Participant is hired or rehired by Unisource during
calendar year 1997.
-35-
<PAGE>
(b) The Accounts of a Participant who is hired or rehired by
Unisource during 1997 shall be transferred to the Unisource RSP as soon as
administratively practicable after the Recordkeeper learns that the Participant
has been hired or rehired by Unisource. The balance in each transferred Account
or Sub-Account shall be credited to the Participant's corresponding account or
sub-account under the Unisource RSP.
(c) After a Participant's Accounts have been transferred to the
Unisource RSP as described above, the Participant shall have no Accounts under
this Plan and shall cease to be a Participant.
6.9 Transfers from Unisource RSP.
----------------------------
(a) A Participant in this Plan may have accounts under the
Unisource RSP. The Participant's Unisource RSP accounts shall be transferred to
this Plan if the Participant is hired or rehired by the Employer during calendar
year 1997.
(b) The Unisource RSP accounts of a Participant who is hired or
rehired by the Employer during 1997 shall be transferred to this Plan as soon as
administratively practicable after the recordkeeper for the Unisource RSP is
notified that the Participant has Unisource RSP accounts. The balance in each
transferred account (or sub-account) shall be credited to the Participant's
corresponding Account (or Sub-Account) under this Plan.
-36-
<PAGE>
ARTICLE VII
DISTRIBUTION
------------
7.1 General. The interest of each Participant in the Fund shall be
-------
distributed in the manner, in the amount, and at the time provided in this
Article, except as provided in Article VI and except in the event of the
termination of the Plan.
7.2 Retirement.
----------
(a) A Participant who is employed by an Employer or an
Affiliated Company when he attains Retirement Age shall immediately become fully
vested in his Employer Account and shall have the right to receive retirement
benefits as soon as he actually retires.
(b) If a Participant is no longer employed by an Employer or an
Affiliated Company when he attains Retirement Age, the vested portion of his
Accounts, valued in accordance with Section 11.8, shall be distributed in
accordance with the provisions of this Article and Article VIII. However, if
the value of the vested portion of the Participant's Accounts is more than
$3,500, no distribution shall be made until (1) the Participant consents in
writing to the distribution, or (2) he attains age 62, or (3) he dies, whichever
is earliest.
7.3 Late Retirement. A Participant who remains in the employ of an
---------------
Employer beyond Retirement Age shall participate in
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the Plan on the same basis as other Participants. In general, the Participant's
Accounts, valued in accordance with Section 11.8, shall be distributed in
accordance with the provisions of this Article and Article VIII when the
Participant actually retires. However, if the Participant is affected by the
distribution rule for five-percent (5%) owners (set forth in Section 7.7(c))
and is still employed by an Employer or an Affiliated Company when he reaches
his Mandatory Benefit Commencement Date, he shall receive benefits in accordance
with Section 8.4.
7.4 Permanent Shutdown.
------------------
(a) A Participant whose employment with an Employer or an
Affiliated Company is terminated because of a "permanent shutdown" (as defined
in Subsection (b)) shall immediately become fully vested in his Accounts and
shall then be entitled to a distribution of his Accounts. However, if the value
of the Participant's Accounts is more than $3,500, his Accounts shall not be
distributed until the earliest of: (a) his consent in writing to the
distribution, or (b) his attainment of age 62, or (c) his death.
(b) For the purposes of this Section, the following definitions
shall apply:
(1) A "permanent shutdown" shall be:
(A) the sale or other disposition of a facility or
department by an Employer or an Affiliated Company;
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(B) the sale or other disposition of the Employer of
which a facility or department is a part;
(C) the closing of a facility or department,
including the cessation of the functions thereof, without any intention on the
part of the Employer or Affiliated Company to reopen the facility or
reconstitute the department or reassign the functions thereof; or
(D) other events or circumstances that are determined
by the Administrator, in a nondiscriminatory manner, to constitute a complete
and final cessation of the activities and functions of a facility or department.
(2) A "facility" shall include any building, plant,
warehouse, office, or other separately identifiable physical structure leased or
owned by an Employer or an Affiliated Company.
(3) A "department" shall include a profit center or other
smaller operating unit, division, or business segment of an Employer or an
Affiliated Company which has separate and clearly recognizable
responsibilities, functions, or reporting obligations, as evidenced by the
organizational structure of the Employer or Affiliated Company.
7.5 Death.
-----
(a) (1) A death benefit shall be payable if a Participant dies
(A) while he is employed by an Employer or an Affiliated Company or (B) after he
has terminated his employment
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<PAGE>
with all Employers and Affiliated Companies but before distribution of his
Accounts has begun. In either case, the Participant's Accounts, valued in
accordance with Section 11.8, shall be distributed to the Participant's Spouse
or designated beneficiary in accordance with Section 8.5.
(2) As provided in Section 9.1, a Participant who is
employed by an Employer or an Affiliated Company when he dies shall immediately
become fully vested in his Employer Account.
(b) Upon the death of a Participant after the commencement of
his benefits in annuity or installment form (in accordance with Section 8.1(b)
or 8.2(a)(2), (a)(3), (a)(4), or (a)(5)), the Participant's beneficiary
generally shall be en titled to receive only the amount (if any) payable under
the form of benefit in effect or under the annuity contract which has been
distributed to provide the Participant's benefits, and no other death benefits
shall be payable from the Plan. However, if benefits were being paid to the
Participant directly from the Fund, the Participant's beneficiary may elect to
have the remaining annuity or installment payments converted to one single-sum
payment.
(c) Upon the death of a former Participant after the
distribution of his benefits in a single sum payment in accordance with Section
8.1(a) or 8.2(a)(1), no death benefits shall be payable from the Plan.
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<PAGE>
(d) In no event shall distribution of a benefit payable under
this Section commence more than one year after the death of the Participant,
except in the case of a Participant's Spouse. The Participant's Spouse may defer
the commencement of benefits to no later than the date on which the Participant
would have reached age 62.
(e) In determining the amount of the benefit payable under this
Section, the deceased Participant's Accounts shall first be reduced by any
security held by the Plan by reason of a loan taken by the Participant, to the
extent there is outstanding principal and interest.
7.6 Total Disability.
----------------
(a) If a Participant suffers a Total Disability prior to his
retirement and his employment is terminated because of such Total Disability,
his Accounts, valued in accordance with Section 11.8, shall be paid to him or
applied for his benefit in accordance with the provisions of this Article
following the determination of his Total Disability. However, if the value of
the Participant's Accounts is more than $3,500, his Accounts shall not be
distributed until the earliest of: (1) his consent in writing to the
distribution, or (2) his attainment of age 62, or (3) his death.
(b) Total Disability shall be determined by the Administrator,
which may consult with a medical examiner selected by it. The medical examiner
shall have the right to make such
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physical examinations and other investigations as may be reasonably required to
determine Total Disability.
7.7 Timing of Distribution.
----------------------
(a) In general, a Participant entitled to receive a benefit
under this Article shall commence to receive his benefit as soon as
administratively practicable. However, in accordance with applicable law, a
benefit shall be paid or shall commence before a Participant reaches Retirement
Age only if the Participant consents in writing to receive his benefit before
Retirement Age. The Participant's consent shall be valid only if it is given
within 90 days before his benefit commencement date. Such consent shall be given
on a form provided by the Committee.
(b) Distribution of a Participant's benefit under this Plan
shall be made or shall commence by his Mandatory Benefit Commencement Date.
Unless Subsection (c) applies, the Mandatory Benefit Commencement Date shall be
the April 1st that follows the later of:
(1) the end of the calendar year in which the Participant
attains age 70 1/2, or
(2) the end of the calendar year in which the Participant's
employment with all Employers and Affiliated Companies terminates.
(c) Subsection (b) shall not apply in the case of a Participant
who is a five-percent (5%) owner (as defined in section 416(i)(1)(B) of the
Code) during the Plan Year in which
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he attains age 70 1/2. Such a Participant's Mandatory Benefit Commencement Date
shall be the April 1st that follows the end of the calendar year in which he
attains age 70 1/2, even if he is still working on that date.
(d) If a Participant is affected by the distribution rule for
five-percent (5%) owners set forth in Subsection (c) and is still employed by an
Employer or an Affiliated Company when he reaches his Mandatory Benefit
Commencement Date, he shall receive benefits in accordance with Section 8.4.
Once distribution to a five-percent (5%) owner has commenced, distribution
shall continue even if the Participant ceases to be a five-percent (5%) owner.
(e) As provided in Section 8.4(b), any distribution which
commenced before a Participant's termination of employment, in accordance with
the provisions of the Plan and applicable law as in effect before January 1,
1997, shall continue uninterrupted and shall not be affected by the provisions
of this Section.
(f) A Participant shall begin to receive his benefit no later
than the later to occur of:
(1) the 60th day after the end of the Plan Year in which
the Participant attains age 62, or
(2) the 60th day after the end of the Plan Year in which
the Participant's employment with all Employers and Affiliated Companies
terminates.
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(g) This Section shall be construed to comply with the
provisions of section 401(a)(9) of the Code and the regulations thereunder. Such
provisions shall override any distribution options in the Plan which are
inconsistent with section 401(a)(9) of the Code.
7.8 Claims for Benefits. Distribution of a Participant's Accounts
-------------------
shall commence when the Participant initiates proper application for same with
the Recordkeeper and completes and submits any written forms requested by the
Recordkeeper or Administrator. In the event that a Participant fails to apply
for payment of his Accounts by his Retirement Date or by the date on which his
employment terminates, if later, the Administrator and/or Recordkeeper shall
make diligent efforts to locate such Participant. Except as provided in Section
7.9, neither the Administrator nor the Recordkeeper shall be under any
obligation to make payments at any time for the period during which all or any
portion of a Participant's Accounts would have been payable if the Participant
had made timely application for distribution.
7.9 Mailing Address. Benefit payments and notifications hereunder
---------------
shall be deemed made when mailed to the last address furnished to the
Recordkeeper.
7.10 Election to Defer Distribution.
------------------------------
(a) A Participant who is entitled to a distribution of his
Accounts before he attains the later of age 62 or Retirement Age has the right
to elect to defer his distribution.
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<PAGE>
Not less than 30 days nor more than 90 days before the date on which his
Accounts would otherwise be distributed, the Participant shall receive from the
Recordkeeper an election form explaining this right. The Participant may elect
to defer his distribution to age 62.
(b) A Spouse who is entitled to a death benefit may also elect
to defer a distribution to the date on which the Participant would have attained
age 62 in accordance with Section 7.5(d).
(c) A non-spouse beneficiary who is entitled to a death benefit,
payable in annuity or installment form in accordance with Section 8.1(b) or
8.2(a)(3)-(5), may not elect to defer a distribution to a date beyond the
required commencement date for non-spouse beneficiaries set forth in Section
7.5(d).
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<PAGE>
ARTICLE VIII
FORM OF BENEFIT
---------------
8.1 Normal Form of Benefit.
----------------------
(a) The normal form of benefit for all Participants shall be a
single sum distribution.
(b) There shall be "acceptable separate accounting" under
Section 6.6 for all of the Accounts of each Participant who has a DCP Account,
and the normal form of benefit for each such Participant shall be determined
under this Subsection (b). A Participant's normal form of benefit shall depend
upon his marital status, which shall be determined as of his "annuity starting
date" (as defined in Treas. Reg. (S)1.401(a)-20, Q&A-10).
(1) If the Participant is married, then his normal form of
benefit shall be a joint and survivor annuity that is an annuity for the life of
the Participant with monthly installments payable after the death of the
Participant to such Participant's Spouse, if then living, for the life of such
Spouse, in an amount equal to fifty percent (50%) of the monthly benefit paid to
the Participant during his lifetime. Such joint and survivor annuity shall be
the Actuarial Equivalent of a single life annuity for the life of the
Participant and shall also be the Actuarial Equivalent of the Participant's
Account balances.
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<PAGE>
(2) If the Participant is unmarried, then his normal form
of benefit shall be a single life annuity with equal monthly installments
payable to the Participant for his lifetime. Such annuity shall be the Actuarial
Equivalent of the Participant's Account balances.
8.2 Optional Forms of Benefit.
-------------------------
(a) In lieu of the normal form of benefit described in Section
8.1, a Participant may elect, subject to the rules of Subsection (c) and Section
8.3, one of the following optional forms of benefit:
(1) a single sum payment; or
(2) a single life annuity, with equal monthly installments
payable to the Participant for his lifetime; or
(3) a period certain and life annuity, with equal monthly
installments payable to the Participant for his lifetime, and with 60, 120 or
180 monthly payments guaranteed; provided, however, that a Participant may not
elect this form of benefit if the period certain would at any time exceed the
maximum period given in Treas. Reg. (S)1.401(a)(9)-2; or
(4) a joint and survivor annuity with the Participant's
designated beneficiary, payable in monthly installments to the Participant for
his lifetime and with fifty percent (50%) or one hundred percent (100%) of the
amount of such monthly installment payable after the death of the Participant to
his
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<PAGE>
designated beneficiary, if then living, for the life of the beneficiary.
Notwithstanding the foregoing, if the beneficiary named by the Participant is a
person other than the Participant's Spouse, the percentage payable to such
beneficiary under the joint and survivor annuity may not at any time exceed the
applicable percentage given in Treas. Reg. (S)1.401(a)(9)-2; or
(5) approximately equal monthly, quarterly, semiannual, or
annual installments over a period not to exceed the life expectancy of the
Participant or the joint life expectancies of the Participant and his
designated beneficiary (with such life expectancy or expectancies to be
determined on the basis of assumptions selected by the Administrator in
accordance with applicable regulations under the Code). The amount of each
installment may fluctuate on account of an increase or decrease in the value of
the Participant's Accounts (determined in accordance with Section 11.8).
(b) Any optional form of benefit shall be the Actuarial
Equivalent of a single life annuity for the life of the Participant and shall
also be the Actuarial Equivalent of the Participant's Accounts.
(c) Notwithstanding subsection (a), a Participant who wishes to
elect a life annuity as the form of benefit must obtain spousal consent pursuant
to the requirements of Section 8.3A.
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<PAGE>
(d) A retired or terminated Participant shall elect his form of
distribution in accordance with the procedure set forth in Section 8.3. In the
event that a retired or terminated Participant fails to make a valid election
under this Article, his Accounts shall be distributed to him in his normal form
of benefit.
(e) Beginning on January 1, 1993, a Participant shall have the
right to elect a direct rollover in accordance with Section 8.9 if he is to
receive an "eligible rollover distribution" (as defined in Section 8.9(c)).
8.3 Rules for Election of Optional Form of Benefit.
----------------------------------------------
(a) (1) Not more than 90 days nor less than 30 days before his
benefits are to commence, a Participant shall receive from the Administrator or
Recordkeeper benefit election materials that explain the options available to
him.
(2) If the Participant has a DCP Account, the benefit
election materials provided to him shall include a written explanation of:
(A) the terms and conditions of his normal form of
benefit;
(B) the Participant's right to elect an optional form
of benefit and the effect of electing not to receive his normal form of benefit;
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<PAGE>
(C) the rights of the Participant's Spouse with
respect to any election of an optional form of benefit; and
(D) the Participant's right to revoke an election to
receive an optional form of benefit and the effect of such a revocation.
(b) The date on which the Participant receives the benefit
election materials described in Subsection (a) marks the beginning of the
Participant's benefit election period. The benefit election period shall run for
at least 30 days but not more than 90 days, except as otherwise provided in
Subsection (f).
(c) The Participant may elect an optional form of benefit at any
time during his benefit election period by filing written notice with the
Recordkeeper in the form and manner prescribed by the Recordkeeper.
(d) If a married Participant has a DCP Account, his election of
an optional form of benefit shall be given effect only if his Spouse consents to
the election in the form and manner described in Section 8.3A (unless Section
8.3A provides an exception to this rule).
(e) The Participant shall have the right to revoke his election
of an optional form of benefit. A revocation may be made at any time (and any
number of times) during the Par-
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<PAGE>
ticipant's benefit election period and may be made without the consent of the
Participant's Spouse.
(f) In general, the benefit election period must run for at
least 30 days before any distribution may be made. However, distribution may be
made or may commence at any time that is more than seven days after the
Participant has received the benefit election materials described in Subsection
(a), if the Participant elects (with spousal consent, if applicable) to waive
his right to a 30-day benefit election period.
(g) The benefit election materials described in Subsection (a)
may be provided to the Participant after his "annuity starting date" (as defined
in Treas. Reg. (S)1.401(a)-20, Q&A-10). In such a case, the rules of Subsection
(f) shall apply, and the Participant's actual benefit commencement date shall be
after his annuity starting date.
(h) In the event of the death of a Participant's designated
beneficiary prior to the Participant's benefit commencement date, but after an
election of a joint and survivor annuity has been made hereunder, the election
shall be automatically revoked.
(i) The rules for electing an optional form of benefit shall be
applied in a uniform and nondiscriminatory manner.
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<PAGE>
8.3A Spousal Consent.
---------------
(a) A married Participant who has a DCP Account may elect to
receive an optional form of benefit only if:
(1) the Spouse consents in writing not to receive the
normal form of benefit and, if applicable, consents in writing to the specific
beneficiary designated by the Participant pursuant to his election;
(2) the Spouse's consent acknowledges its own effect; and
(3) the Spouse's consent is witnessed by a notary public.
(b) A married Participant who has a DCP Account may elect to
waive his right to a 30-day benefit election period only if his Spouse consents
in the form and manner described in Subsection (a).
(c) Except as specifically provided to the contrary in this
Plan, a married Participant who has a DCP Account may not change his form of
benefit and/or beneficiary without the consent of his Spouse, unless the
original consent of the Spouse expressly permits the Participant to make changes
without further spousal consent.
(d) A Participant with a DCP Account is not required to comply
with the spousal consent rules if he establishes to the satisfaction of a Plan
representative either that he has no Spouse or that his Spouse cannot be
located, or if he
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<PAGE>
is legally separated or has been abandoned (within the meaning of local law) and
has a court order to that effect.
(e) A Participant with a DCP Account is not required to obtain
his Spouse's consent to the optional form of benefit he is electing if that form
of benefit is a joint and 100% survivor annuity with the Participant's Spouse as
the joint annuitant.
8.4 Benefits Payable to Five-Percent (5%) Owners.
--------------------------------------------
(a) If a Participant is affected by the distribution rule for
five-percent (5%) owners set forth in Section 7.7(c) and is still employed by an
Employer or an Affiliated Company when he reaches his Mandatory Benefit
Commencement Date, he shall begin to receive benefits in accordance with the
minimum distribution rules of section 401(a)(9) of the Code. When he actually
retires, the balance remaining in his Accounts shall be distributed to him in
the normal form described in Section 8.1 or in the optional form he elects under
Section 8.2.
(b) If distribution to a Participant who is not a five-percent
(5%) owner commenced before the Participant terminated his employment with all
Employers and Affiliated Companies, in accordance with the provisions of the
Plan and applicable law as in effect before January 1, 1997, distribution shall
not be affected by the provisions of this Section, but shall continue
uninterrupted.
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<PAGE>
(c) For the purpose of making a distribution required under
section 401(a)(9) of the Code to a Participant who is still employed, the
Participant's Accounts shall be valued as follows:
(1) The amount to be distributed on the Mandatory Benefit
Commencement Date shall be based on the value of the Participant's Accounts as
of the last Valuation Date in the second calendar year preceding the calendar
year in which the Mandatory Benefit Commencement Date occurs.
(2) The amount to be distributed by the end of the
calendar year which contains the Mandatory Benefit Commencement Date shall be
based on (A) the value of the Participant's Accounts as of the last Valuation
Date in the calendar year preceding the calendar year which contains the
Mandatory Benefit Commencement Date, reduced by (B) the amount distributed on
the Mandatory Benefit Commencement Date.
(3) The amount to be distributed by the end of each
calendar year after the calendar year which contains the Mandatory Benefit
Commencement Date, for so long as the Participant continues his employment,
shall be based on the value of the Participant's Accounts as of the last
Valuation Date in the preceding calendar year, not including the distribution
for the preceding calendar year.
(4) The value of the Participant's Accounts determined
under paragraph (1), (2), or (3) shall be increased by
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<PAGE>
the additional contributions, if any, which are allocated to the Accounts after
the relevant Valuation Date, but as of dates that fall within the calendar year
containing the relevant Valuation Date.
(d) This Section shall be construed to comply with the
provisions of section 401(a)(9) of the Code and the regulations thereunder.
8.5 Death Benefits.
--------------
(a) Except as provided in Subsection (b) or in the case of a
Participant who elects an optional form of benefit under Section 8.2(a)(3)-(5),
death benefits shall be paid to the Participant's designated beneficiary in the
form of a single sum payment that is equal to the balance of the deceased
Participant's Accounts. In no event shall distribution of a benefit payable
under this Subsection occur more than one year after the death of the
Participant, except as provided in Section 7.10.
(b) In the case of a married Participant who is described in
Section 8.1(b), death benefits shall be paid to the Participant's Spouse in the
form of an annuity for the life of the Spouse that is the Actuarial Equivalent
of the balance of the deceased Participant's Accounts, or, if the Participant's
Spouse elects, in a single sum. Such benefit shall commence (1) on the first day
of any month when the Participant could have elected to receive immediate
retirement benefits, but not later than the date that the Participant would have
attained age 62, as elected
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in writing by the surviving Spouse; or (2) if the Participant dies on or after
his Retirement Date, on the first day of the month following the month in which
he dies.
(c) Notwithstanding Subsection (b), a married Participant who
is described in Section 8.1(b) may elect, during the period beginning on the
first day of the Plan Year in which he attains age 35 and ending on the date of
his death, to have death benefits be payable to a beneficiary other than his
Spouse and/or to have death benefits be payable in a single sum, provided that:
(1) the Participant's Spouse consents in writing to the
single sum form of death benefit and (if applicable) the specific alternate
beneficiary designated by the Participant pursuant to his election;
(2) the Spouse's consent acknowledges its own effect; and
(3) the Spouse's consent is witnessed by a notary public.
(d) Except as specifically provided to the contrary in this
Plan, a married Participant who is described in Section 8.1(b) may not change
his beneficiary or the form of death benefit he has elected without the consent
of his Spouse, unless the original consent of the Spouse expressly permits the
Participant to make changes without further consent of the Spouse, or unless the
Participant's change is to name his Spouse
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as his beneficiary and to specify a life annuity as the form of death benefit.
(e) A married Participant who is described in Section 8.1(b) is
not required to comply with the consent requirement of Subsection (c) if he
establishes to the satisfaction of a Plan representative that his Spouse cannot
be located, or if he is legally separated or has been abandoned (within the
meaning of local law) and has a court order to that effect.
(f) (1) Death benefits payable pursuant to an election made in
accordance with Subsection (c) shall be paid in a single sum to the beneficiary
named by the Participant. In no event shall distribution of a benefit payable
under this Subsection occur more than one year after the death of the married
Participant, except in the case of a Participant's spouse. The Participant's
Spouse may defer the commencement of benefits to no later than the date on which
the Participant would have reached age 62.
(2) Beginning on January 1, 1993, a beneficiary who is a
surviving Spouse shall have the right to elect a direct rollover in accordance
with Section 8.9 if he is to receive an "eligible rollover distribution" (as
defined in Section 8.9(c)).
8.6 Beneficiary Designation.
-----------------------
(a) Provided that he obtains any spousal consent that may be
required, a Participant may at any time designate or
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change the beneficiary or beneficiaries who shall receive benefits after his
death. A designation or change of designation shall be made by executing and
filing with the Administrator a form provided by the Administrator for that
purpose.
(b) Notwithstanding Subsection (a), the designation of a
beneficiary under a joint and survivor annuity shall be fixed and may not be
changed on or after the date on which benefit payments commence.
(c) No designation, revocation, or change of beneficiaries
shall be valid and effective unless and until filed with the Administrator. If
no designation is made, or if all of the beneficiaries named in his designation
predecease the Participant or cannot be located by the Administrator, the
interest, if any, of the deceased Participant shall be paid to the Participant's
surviving Spouse or, if none, to the Participant's estate.
8.7 Information to Participants. The Recordkeeper shall supply to
---------------------------
each Participant who is described in Section 8.1(b) written information relating
to the terms and conditions of the pre-retirement surviving Spouse annuity and
the joint and survivor annuity form of benefit; the rules relating to the
election of optional forms of benefit for married Participants and the
revocation of such elections; and the rights of the Participant's Spouse with
respect to all such benefits.
(a) The information relating to the pre-retirement surviving
Spouse annuity shall be provided:
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(1) once during the Plan Year in which the Participant
attains age 32, 33, or 34, or, if later, within a reasonable period of time
after the Participant first begins to participate in the Plan;
(2) in the case of a Participant who terminates his
employment before attaining age 35 and before receiving such written
information, within a reasonable period of time after the Participant's
termination of employment; and
(3) in the case of Participant to whom the pre-retirement
surviving Spouse benefit has not previously applied, within a reasonable period
of time after such benefit first applies to the Participant.
(b) The information relating to the joint and survivor annuity
form of benefit shall be provided within a reasonable period of time before the
Participant's benefit commencement date.
8.8 Cash-Outs of Small Accounts.
---------------------------
(a) If a Participant's vested interest in his Accounts, valued
in accordance with Section 11.8 as of the date on which he terminates
employment, is $3,500 or less, such Accounts shall be distributed in a single
sum payment without the recipient's consent. Beginning on January 1, 1993, a
recipient who is a Participant or a Participant's surviving Spouse shall have
the right to elect a direct rollover in accordance with Section 8.9
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if he is to receive an "eligible rollover distribution" (as defined in Section
8.9(c)).
(b) In no event shall a distribution be made under this Section
after (1) the first day of the first period for which an amount is payable as an
annuity or (2) in the case of a benefit not payable in annuity form, the first
day on which all events have occurred which entitle the Participant to receive
his benefit in a form other than an immediate single sum payment, unless the
Participant and his Spouse, (if applicable) (or, if the Participant has died,
his surviving Spouse) consent(s) in writing to receive an immediate single sum
payment. Such consent shall be made in a form and manner similar to that
described in Section 8.3A(a).
8.9 Direct Rollover Option.
----------------------
(a) Beginning on January 1, 1993, a Participant or a
Participant's surviving Spouse or an alternate payee under a qualified domestic
relations order (as defined in section 414(p) of the Code) who is to receive an
"eligible rollover distribution" (as defined in Subsection (c)) may elect to
have the amount of such distribution transferred directly in a direct rollover
to an "eligible retirement plan" (as defined in Subsection (d)).
(b) A Participant, surviving Spouse, or alternate payee who is
to receive an eligible rollover distribution may choose to have part of the
distribution transferred directly in a
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direct rollover to an eligible retirement plan and to have the remainder paid to
him.
(c) (1) For the purpose of this Section, an "eligible rollover
distribution" shall mean a distribution from the Plan that is a single sum
payment or one of the payments in a series of installment payments made at least
annually over a period of less than 10 years. The dollar amount of an eligible
rollover distribution shall not include the portion of such distribution that
is a required minimum distribution under section 401(a)(9) of the Code or the
portion of such distribution that consists of Voluntary or Required
Contributions, but shall include earnings on such contributions.
(2) No amount that is distributed to a Highly Compensated
Employee to prevent a violation of the ACP Test or the ADP Test shall be an
eligible rollover distribution. Similarly, no amount that is distributed to
prevent a violation of the dollar limit on employee before-tax contributions
under section 402(g) of the Code shall be an eligible rollover distribution.
(d) For the purpose of this Section, an "eligible retirement
plan" shall mean:
(1) in the case of a Participant or an alternate payee,
one of the following: an individual retirement account or an individual
retirement annuity, a qualified trust if
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it is part of a defined contribution plan, or an annuity plan described in
section 403(a) of the Code;
(2) in the case of a Participant's surviving Spouse, an
individual retirement account or an individual retirement annuity.
(e) (1) Within a reasonable period of time before an eligible
rollover distribution is to be made, the Recordkeeper shall provide to the
Participant or surviving Spouse or alternate payee an explanation of his right
to elect a direct rollover and the federal tax withholding consequences to him
if he does not elect a direct rollover.
(2) A Participant or surviving Spouse or alternate payee
who elects a direct rollover must provide all information that may be required
to complete the direct rollover.
(3) A Participant or surviving Spouse or alternate payee
who is entitled to elect a direct rollover with respect to all or any portion of
a distribution from the Plan but who does not make any election shall be deemed
to have rejected the direct rollover option.
8.10 Payment of Stock. Distribution of benefits shall normally be
----------------
made in cash. However, a Participant who has elected to receive a single-sum
payment may request, in the manner and at the time prescribed by the
Recordkeeper:
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(a) to receive his interest in the Stock Fund in the form of
whole shares of IKON Stock, with cash for fractional shares, and/or
(b) to receive his interest in the Unisource Stock Fund in the
form of whole shares of Unisource Stock, with cash for fractional shares.
8.11 Payment of Georgia-Pacific Stock. Distribution shall normally
--------------------------------
be made in cash. However, a Participant who has elected to receive a single-sum
payment may request, in the manner and at the time prescribed by the
Recordkeeper, to receive his interest in the Georgia-Pacific Stock Fund in the
form of whole shares of stock, with cash for fractional shares.
8.12 Annuity Contracts. At the direction of the Administrator,
-----------------
benefits payable in annuity form may be provided by an annuity contract
purchased from an insurance company. The terms of such annuity contract shall
prohibit the cash surrender of the annuity contract and shall make the payments
due under the annuity contract nonassignable. The distribution of such annuity
contract shall be in complete discharge of the Plan's liability
to the Participant accepting the annuity contract.
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ARTICLE IX
VESTING
-------
9.1 Nonforfeitable Amounts.
----------------------
(a) A Participant who is employed by an Employer or an
Affiliated Company when he attains Retirement Age, suffers a Total Disability,
or dies shall immediately become fully vested in his Employer Account, to the
extent that he is not already fully vested in his Employer Account in accordance
with the following Subsections.
(b) Except as provided in the following Subsections, a
Participant shall be vested in his Employer Account in accordance with the
following schedule:
Years of
Vesting Service Percent Vested
--------------- --------------
less than 2 years 0 percent
2 years 25 percent
3 years 50 percent
4 years 75 percent
5 years 100 percent
(c) A Participant who has at least one Hour of Service on or
after January 1, 1989 and who also has at least one Hour of Service before
January 1, 1989 shall be vested in his Employer Account in accordance with the
vesting schedule set forth in the Plan as in existence on December 31, 1988
unless and
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until the vesting schedule set forth in Subsection (b) provides more rapid
vesting for such Participant.
(d) A Participant who has at least one Hour of Service on or
after October 1, 1995 and who also has at least three years of Vesting Service
as of September 30, 1995 under a Prior Plan may elect to be vested in his
Employer Account in accordance with the vesting schedule of the Prior Plan in
which he participated. Such an election must be made by the latest of:
(1) 60 days after the date on which this amended and
restated Plan is adopted;
(2) 60 days after October 1, 1995 (the Effective Date of
this amended and restated Plan); or
(3) 60 days after the Participant is issued written notice
of the new vesting schedule set forth in this Section 9.1 by the Employer or the
IKON Committee.
(e) A Participant shall at all times be one hundred percent
(100%) vested in his After-Tax, Before-Tax, Money Purchase, Rollover, QMAC, and
QNEC Accounts and all accounts transferred from a Prior Plan.
(f) Effective October 1, 1995, a Participant shall be fully
vested in his Employer Account if his employment with a division or subsidiary
of IKON Office Solutions, Inc. (or any successor thereto) is terminated
involuntarily on or before September 30, 1998 as a direct result of the business
transformation of IKON Office Solutions, Inc.
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(g) Effective September 30, 1996, a Participant shall be fully
vested in his Employer Account if his employment with a division or subsidiary
of Unisource Worldwide, Inc. (or any successor thereto) is terminated
involuntarily on or before September 30, 1998 as a direct result of the
continued restructuring of Unisource Worldwide, Inc.
9.2 Vesting Service.
---------------
(a) An employee shall earn a year of Vesting Service for each
calendar year during which he is credited with 500 or more Hours of Service.
For the purpose of determining an employee's Vesting Service, Hours of Service
shall be credited on an equivalency basis. Each employee shall be credited with
190 Hours of Service for each month of employment with the Employer or an
Affiliated Company.
(b) Beginning on August 5, 1993, an employee shall be credited
with Hours of Service toward a year of Vesting Service for any period during
which he is absent from work on unpaid leave under the Family and Medical Leave
Act of 1993.
9.3 Treatment of Terminated Vested Participant.
------------------------------------------
(a) If a terminated vested Participant's vested interest in his
Accounts is valued at $3,500 or less, the vested portion of the Accounts shall
be distributed in a single-sum payment, as follows:
(1) The Participant shall have the right to elect a direct
rollover in accordance with Section 8.9 if his
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distribution is an "eligible rollover distribution" (as defined in Section
8.9(c)). The Recordkeeper shall provide the Participant with a notice of his
right to elect a direct rollover, and the Participant shall then have 90 days in
which to elect a direct rollover.
(2) If the Participant does not elect a direct rollover
within his 90-day election period (or if his distribution is not an eligible
rollover distribution), the vested portion of his Accounts shall immediately be
distributed to him in a single-sum payment.
(b) If a terminated vested Participant's vested interest in his
Accounts is valued at more than $3,500, the vested portion of his Accounts shall
be distributed to him pursuant to Article VIII as if he had continued employment
until age 62. However, the Recordkeeper shall make distribution to the
Participant earlier than his 62nd birthday if the Participant requests earlier
distribution .
9.4 Break in Service.
----------------
(a) An employee shall incur a Break in Service if he is credited
with fewer than 500 Hours of Service during the 12-month period of any Plan
Year.
(b) If an employee is absent from work by reason of pregnancy,
childbirth, or adoption, or for purposes of the care of his child immediately
after birth or adoption, he shall be credited, solely for purposes of
forestalling a Break in Ser-
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vice, with the Hours of Service with which he would have been credited but for
the absence; or, if such hours cannot be determined, with eight Hours of Service
per normal workday. The total number of hours to be treated as Hours of Service
under this Subsection shall not exceed 501. The hours described in this
Subsection shall be credited either in the Plan Year in which the absence from
work begins, if the employee would be prevented from incurring a Break in
Service in that Plan Year because the period of absence is treated as Hours of
Service under this Subsection, or, in any other case, in the Plan Year
immediately following the one in which the absence from work begins.
9.5 Forfeitures. If a Participant is not reemployed by an Employer
-----------
or an Affiliated Company before the end of the Plan Year in which occurs the
earlier of
(a) the date on which he receives a distribution under this
Article, or
(b) the date he incurs a Break in Service, his Employer Account
shall be closed as of the end of such Plan Year.
The non-vested amounts held in the closed Account shall be forfeited,
and the Employer that last employed the Participant shall use the forfeiture in
the future as Matching Contributions.
9.6 Deemed Cash-Out. A Participant who terminates his employment
---------------
with all Employers and Affiliated Companies before he is vested in his Employer
Account shall be deemed to have received a complete distribution of his
Employer Account on the
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date on which his other Accounts are distributed to him (or, if he has no other
Accounts, on the day after his employment terminates). His Employer Account
shall then be closed and forfeited, as provided in Section 9.5. If he is
subsequently reemployed by an Employer or an Affiliated Company before he incurs
five consecutive Breaks in Service, his Employer shall immediately contribute to
his new Employer Account an amount equal to the amount forfeited from his
previous Account.
9.7 "Buy-Back" Provision.
--------------------
(a) If a terminated Participant who has a vested interest in
his Employer Account receives a distribution under this Article before he incurs
five consecutive Breaks in Service, his Employer Account shall be closed and the
non-vested amount in it shall be forfeited, as provided in Section 9.5. If he is
subsequently reemployed by an Employer or an Affiliated Company, and if he
repays the full amount of the distribution he received (as provided in
Subsection (b)), his Employer shall immediately contribute to his new Employer
Account an amount equal to the amount forfeited from his previous Account.
(b) Repayment of an amount previously distributed must be made
in cash or in IKON Stock before the earlier of (1) the end of the Plan Year in
which the Participant incurs his fifth consecutive Break in Service or (2) the
fifth anniversary of the Participant's date of reemployment.
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(c) Any amount repaid under this Section shall be credited to
the reemployed Participant's new Employer Account. No portion of a repayment
shall be subject to the ACP Test or the ADP Test.
9.8 Effect of Break in Service. A Participant who incurs a Break in
--------------------------
Service and who is then reemployed by an Employer or an Affiliated Company shall
have his pre-break and post-break Vesting Service aggregated hereunder if:
(a) he has a vested interest in his Employer Account, or
(b) (1) he does not have a vested interest in his Employer
Account and (2) the number of his consecutive Breaks in Service is less than the
greater of (A) the number of years of Vesting Service he had accrued prior to
his Break in Service or (B) five.
In any other case, a Participant shall receive no credit for his
pre-break Vesting Service.
9.9 Effect of Post-Break Vesting Service.
------------------------------------
(a) For Plan Years beginning on or after January 1, 1985,
(1) if the number of a Participant's consecutive Breaks
in Service is equal to or greater than five, the Participant's post-break
Vesting Service shall not increase the vesting percentage (if any) in that part
of his Employer Account accrued prior to his Break in Service; or
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(2) if the number of a Participant's consecutive Breaks in
Service is less than five, the Participant's post-break Vesting Service shall
increase the vesting percentage in that part of his Employer Account accrued
prior to his Break in Service, including amounts restored on the repayment of
prior distributions under Section 9.7.
(b) For Plan Years beginning before January 1, 1985, the
Participant's post-break Vesting Service shall not increase the vesting
percentage (if any) in that part of his Employer Account accrued prior to his
Break in Service.
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ARTICLE X
ADMINISTRATION
--------------
10.1 Administrator.
-------------
(a) The Administrator of the Plan shall be the person(s) from
time to time appointed to that position by the Board of Directors. The
Administrator shall be responsible for the general administration of the Plan
under the policy guidance of the IKON Committee. The Administrator may be in the
employ of IKON and may be a member of the IKON Committee or a Trustee. The
Administrator shall receive no special or additional compensation, other than
reimbursement of expenses, for his service as Administrator.
(b) The Administrator shall have all powers necessary to
administer the Plan in accordance with its terms and applicable law, and shall
also have discretionary authority to determine eligibility for participation or
benefits and to construe the terms of the Plan. Any construction,
interpretation, or application of the Plan by the Administrator (or the IKON
Committee with regard to appeals under Section 10.6) shall be final, conclusive,
and binding on all persons.
10.2 Duties and Powers of IKON Committee. In addition to the duties
-----------------------------------
and powers described elsewhere herein, the IKON Committee shall have the
following special duties and powers:
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(a) to enact uniform and nondiscriminatory rules, regulations,
and procedures to carry out the provisions of the Plan;
(b) to decide appeals under Section 10.6; and
(c) to retain such consultants, accountants, actuaries, and
attorneys as may be deemed necessary or desirable 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. Any consultants,
accountants, or attorneys may be the same as those retained by IKON or another
Employer.
10.3 Duties and Powers of Administrator. In addition to the duties
----------------------------------
and powers described elsewhere herein, the Administrator shall have the
following specific duties and powers:
(a) to enact uniform and nondiscriminatory rules, regulations,
and procedures to carry out the provisions of the Plan;
(b) to resolve questions or disputes relating to eligibility for
benefits or the amount of benefits under the Plan;
(c) to conduct the day-to-day administration of the Plan subject
to the control and guidance of the IKON Committee;
(d) to interpret the provisions of the Plan;
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<PAGE>
(e) to set uniform policies in order that the Plan may be
operated in a nondiscriminatory manner;
(f) to evaluate administrative procedures;
(g) to appoint, at the Administrator's discretion, an
administrative committee; and
(h) to delegate such duties and powers as the Administrator
shall determine from time to time to any person or persons, including the IKON
Committee.
10.4 Functioning of Administrator. The Administrator and the IKON
----------------------------
Committee shall keep accurate records and minutes of meetings, interpretations,
and decisions. The IKON Committee shall act by majority vote of the members,
and such action shall be evidenced by a written document.
10.5 Adverse Determinations.
----------------------
(a) If at any time the Administrator makes a determination
adverse to a Participant or any other claimant with respect to a written claim
for benefits or participation under the Plan (including a withdrawal request),
the Administrator shall notify the claimant in writing of such determination,
setting forth:
(1) the specific reason(s) therefor,
(2) the reference to the specific provision(s) hereof on
which such determination is based,
(3) a description of any additional material or information
necessary for the claimant to perfect the claim
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and an explanation of why such material or information is necessary, and
(4) an explanation of the rights and procedures set forth
in this Section.
(b) The Administrator's written decision shall be forwarded to
the claimant within 90 days of the Administrator's receipt of the claim;
provided, however, that in special circumstances the Administrator may extend
the response period for up to an additional 90 days, in which event the
Administrator shall notify the claimant in writing of the extension and shall
specify the reason(s) for the extension.
10.6 Appeal from Adverse Determination.
---------------------------------
(a) A Participant or any other claimant who receives notice of
an adverse determination by the Administrator with respect to his claim may
himself or through his duly authorized representative request a review of the
adverse determination by the IKON Committee. Such a request must be in writing
and must be made within 60 days of receipt of the notice of the adverse
determination. The claimant or his duly authorized representative shall also
have the right to review pertinent documents and to submit issues and comments
with respect to the controversy to the IKON Committee in writing.
(b) The IKON Committee shall render a decision, in writing,
within 60 days of receipt of a request for review. The IKON Committee's decision
shall set forth the specific
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<PAGE>
reason(s) for the decision reached and the specific provisions of the Plan on
which the decision is based. A copy of such decision shall be delivered to the
Participant or other claimant and shall be maintained in the records of the IKON
Committee. In special circumstances, the IKON Committee may extend the 60-day
response period for up to an additional 60 days, in which event written notice
of the extension shall be sent to the claimant prior to the commencement of the
extension.
10.7 Deemed Denials. If for any reason the written notice of adverse
--------------
determination described in Section 10.5 is not furnished within 90 days of the
Administrator's receipt of a claim for benefits or participation, the claim
shall be deemed to be denied. Likewise, if for any reason the written decision
on review described in Section 10.6 is not furnished within the time prescribed,
the claim shall be deemed to be denied on review.
10.8 Qualified Domestic Relations Orders.
-----------------------------------
(a) The Administrator shall have the duty to determine whether
any domestic relations order received by the Plan is a qualified domestic
relations order as defined in section 414(p) of the Code. To the extent provided
in any domestic relations order which is found to be a qualified domestic
relations order (as defined in the Code), the former Spouse of a Participant
shall be treated as a surviving Spouse for purposes of this Plan, and any other
Spouse of the Participant shall not be treated as a Spouse of the Participant.
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(b) If so ordered by a court of competent jurisdiction, a
domestic relations order shall not fail to be a qualified domestic relations
order pursuant to section 414(p) of the Code even if the order requires payments
to be made to an alternate payee (as defined in section 414(p)(8) of the Code)
prior to (1) the Participant's earliest retirement age (as defined in section
414(p)(4)(B) of the Code) or (2) any date on which the Participant would be
entitled to a Plan withdrawal or distribution.
10.9 Indemnification. The Administrator and each member of the IKON
---------------
Committee 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 or IKON Committee member may enjoy as a
matter of law or by reason of insurance coverage of any kind. Rights granted
hereunder shall be in addition to and not in lieu of any rights to
indemnification to which the Administrator or IKON Committee member may be
entitled pursuant to the by-laws of
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<PAGE>
IKON. The foregoing indemnification provisions shall not contravene applicable
state law.
10.10 Participant Approval. To the extent provided in the Plan or in
--------------------
Plan procedures adopted by the Administrator or the IKON Committee, a
Participant may issue instructions or requests to the Recordkeeper by telephone.
Any instructions or requests received by the Recordkeeper from a Participant by
telephone shall be deemed to include the Participant's signature and shall
constitute complete approval from the Participant for the Recordkeeper to
proceed with the request or instructions.
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ARTICLE XI
THE FUND
--------
11.1 Designation of Trustee. IKON, by appropriate resolution of the
----------------------
Board of Directors, shall name and designate a Trustee and shall enter into a
Trust Agreement with such Trustee. IKON shall have the power, by appropriate
resolution of the Board of Directors, to amend the Trust Agreement, remove the
Trustee, and designate a successor Trustee, all as provided in the Trust
Agreement. All of the assets of the Plan shall be held by the Trustee for use
in accordance with this Plan in providing for the benefits hereunder.
11.2 Fund.
----
(a) The contributions deposited by the Employers in the Fund in
accordance with this Plan shall constitute a fund held for the benefit of
Participants and their eligible beneficiaries under and in accordance with this
Plan. Prior to the satisfaction of all liabilities under the Plan in the event
of termination of the Plan, no part of the corpus or income of the Fund shall be
used for or diverted to purposes other than for the exclusive benefit of such
Participants and beneficiaries (including necessary administrative costs),
except as expressly provided hereafter in this Plan and in the Trust Agreement.
(b) Notwithstanding Subsection (a), in the case of a
contribution made by an Employer (1) as a mistake of fact;
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or (2) for which a tax deduction is disallowed, in whole or in part, by the
Internal Revenue Service; or (3) which is conditioned upon the qualification of
the Plan under section 401(a) of the Code, and an application for determination
is made to the Internal Revenue Service within the time prescribed by law, but a
determination of qualification cannot be obtained, the Employer shall be
entitled to a refund of said contributions.
(c) Any refund of contributions described in Subsection (b) must
be made (1) within one year after payment of a contribution made as a mistake of
fact, or (2) within one year after disallowance of the tax deduction, to the
extent of such disallowance, or (3) within one year of the date on which the
initial qualification of the Plan is denied by the Internal Revenue Service, as
the case may be.
11.3 No Interest in Fund. No person shall have any interest in or
-------------------
right to any part of the assets or income of the Fund, except to the extent
expressly provided in this Plan and in the Trust Agreement.
11.4 Trustee. The Trustee shall be a fiduciary with respect to
-------
management and control of Plan assets held by it and shall have exclusive and
sole responsibility for the custody and investment thereof in accordance with
this Article XI and the Trust Agreement. The Trustee's accounts shall be
audited annually by auditors selected by IKON.
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11.5 Investment Committee. The Investment Committee shall be the
--------------------
named fiduciary with respect to the investment of Plan assets and the selection
of Investment Funds to which Participants may direct their accounts.
11.6 Investment of Matching Contributions.
------------------------------------
(a) Except as provided in Subsection (b) and in Section 11.13,
the Trustee shall invest the Matching Contributions held by the Plan on behalf
of a Participant in IKON Stock. IKON Stock acquired in the manner prescribed by
this Plan shall be held by or for the Trustee.
(b) (1) Subject to the provisions of Section 11.13, all
Matching Contributions not invested in IKON Stock or Unisource Stock shall be
held by the Trustee in Cash Equivalents. It is intended, however, that such
contributions shall be held in Cash Equivalents only temporarily, pending the
purchase of stock as provided below, or to eliminate fractional shares of stock,
or pending a distribution to a Participant in cash.
(2) Due to the stock split that occurred when Unisource
Worldwide, Inc. (a wholly-owned subsidiary of Alco) was spun off from Alco,
Participants who began to participate in the Plan before January 1, 1997 shall
have both Alco Stock and Unisource Stock in Employer Sub-Account C. Such
Participants may transfer their interests in the Unisource Stock Fund out of the
Unisource Stock Fund at any time, in accordance with Section 11.16.
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(c) The Trustee shall hold for future allocation any shares of
IKON Stock which it decides to retain upon a Participant's withdrawal and any
shares forfeited when an Employer Account is closed as provided in Section 9.5.
11.7 Investment of Other Accounts.
----------------------------
(a) Participants shall be permitted to direct the investment of
their Accounts only with respect to the types of contributions and only to the
extent specified in this Section.
(b) In general, the Trustee shall invest a Participant's
Accounts and income thereon in the Investment Funds selected by the Participant.
However, a Participant may not select the Unisource Stock Fund as an investment
option, and a Participant shall have no choice as to the investment of new
Matching Contributions going into his Employer Sub-Account C, which shall be
invested entirely in the Stock Fund.
(c) Each Participant shall specify the percentage (in increments
of one percent (1%)) to be invested in each Investment Fund he chooses. A
Participant may change his choice(s) with respect to new contributions by giving
prior notice to the Recordkeeper.
(d) The amounts assigned by all Participants to each Investment
Fund shall be commingled for investment purposes. Investments acquired in the
manner prescribed by this Plan shall be held by or for the Trustee.
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(e) Effective January 1, 1994, no additional amounts may be
invested in the Georgia-Pacific Stock Fund except (1) as allowed pursuant to
Subsection (g) and (2) to the extent that a loan repayment represents a return
of principal which had previously been invested in the Georgia-Pacific Stock
Fund. Otherwise, no additional shares of Georgia-Pacific Stock may be purchased
after December 31, 1993.
(f) All interest, dividends, capital gains distributions, and
other income received with respect to any shares of an Investment Fund credited
to a Participant's Accounts shall be reinvested by the Trustee in additional
shares of that Investment Fund and credited to the Participant's Accounts. Any
dividends paid with respect to the Stock Fund or the Unisource Stock Fund shall
be used to purchase additional shares of the stock of that Investment Fund,
except as provided in Section 11.13.
(g) The other provisions of this Section notwithstanding, the
Trustee may hold assets of the Fund and make distributions from the Fund in the
form of cash, without interest, if, for administrative purposes, it becomes
necessary or practical to do so.
(h) Basic Contributions made pursuant to a deemed election under
Section 4.1(b) shall be invested in the Investment Funds selected by the
Participant as specified in Subsections (b) and (c). If the Participant fails to
direct the investment of
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these Basic Contributions, the Trustee shall invest such contributions in the
Stable Value Fund.
11.8 Valuation of Investment Funds.
-----------------------------
(a) (1) The amount in any Investment Fund debited or credited
to the Accounts of a Participant shall be determined by the Recordkeeper on the
basis of the Fair Market Value of that Investment Fund.
(2) If the Recordkeeper receives a Participant's request
for a transfer, withdrawal, or distribution before 4:00 p.m. Eastern Time on a
business day on which the New York Stock Exchange is open, the valuation of each
Investment Fund shall be based on the Fair Market Value as of the close of that
business day. Otherwise, the valuation shall be based on the Fair Market Value
as of the close of the next business day on which the New York Stock Exchange is
open.
(3) If the Recordkeeper receives a Participant's request
for a loan before 4:00 p.m. Eastern Time on a business day on which the New York
Stock Exchange is open, the valuation of each Investment Fund shall be based on
the Fair Market Value as of the close of that business day. Otherwise, the
valuation shall be based on the Fair Market Value as of the close of the next
business day on which the New York Stock Exchange is open.
(b) For the purpose of making a distribution required under
section 401(a)(9) of the Code to a Participant who
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is still employed, the Participant's Accounts shall be valued in accordance with
Section 8.4.
(c) If the value of a Participant's Accounts at the time of a
distribution is more than $3,500, the value of his Accounts at any later time
shall be deemed to be more than $3,500 for purposes of determining whether the
Participant's benefit may be cashed out.
11.9 Purchase of IKON and Unisource Stock.
------------------------------------
(a) Shares of IKON Stock and Unisource Stock shall be purchased
by the Trustee out of funds held by the Trustee under the Plan on the open
market or, to the extent allowed by law, from IKON or from other private
parties.
(b) Each purchase of IKON Stock and Unisource Stock shall be
made at not more than the current Fair Market Value of the stock at the time the
purchase is made. No commission shall be paid in connection with any purchase
from a person who is a party in interest (as defined in section 3(14) of ERISA).
11.10 Stock Rights, Stock Splits, and Dividends. The Trustee in its
-----------------------------------------
sole discretion may exercise or sell any rights to purchase any securities
appertaining to shares of IKON Stock and Unisource Stock held by it, whether
such shares are allocated to individual Accounts, or not; and in the event that
such rights are exercised or sold, Participants' Accounts shall be appropriately
credited. Securities received by the Trustee by reason of
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a stock split or stock dividend or other distribution shall be appropriately
allocated to Participants' Accounts.
11.11 Voting of IKON Stock. The Trustee shall vote all shares of IKON
--------------------
Stock in accordance with the directions of the Participants in whose Accounts
the shares are held. Participants shall have the right to give such directions
whether they are vested or not. The Trustee shall vote shares of IKON Stock for
which no directions have been received in the same proportion as shares of IKON
Stock for which directions have been received.
11.12 Tender Offer.
------------
(a) In the event that IKON Stock or Unisource Stock is the
object of a tender offer pursuant to Regulation 14D of the Securities Exchange
Act of 1934 (or any substantially similar federal or state statute or
regulation), the Trustee shall not tender any shares of stock held by it unless
it is instructed to tender the shares by the Participant for whom the shares are
held.
(b) The purchase by the tender offerer of any shares tendered
by the Trustee shall be deemed to result in the withdrawal of the shares so
purchased from the Participant's Account. However, no purchase of tendered IKON
Stock or Unisource Stock shall be deemed to be a withdrawal from any Account
prior to the time that a withdrawal from that Account may be made pursuant to
the other terms of this Plan.
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11.13 Pre-Retirement Reinvestment Option.
----------------------------------
(a) Each Participant who has attained age 55 has the right to
direct that all or a portion of the IKON Stock Fund and/or Unisource Stock Fund
that is attributable to Matching Contributions held in his Employer Sub-Account
C be reinvested in the Investment Funds selected by the Participant. However, no
Participant may select the Unisource Stock Fund as an investment option.
(b) A Participant exercising his right under this Section shall
convey the proper investment instructions to the Recordkeeper by telephone.
(c) Separate records shall be maintained to reflect the
portion of each Participant's Employer Sub-Account C which has been reinvested
pursuant to this Section.
(d) The value of IKON Stock and Unisource Stock in a
Participant's Account shall be determined on the basis of Fair Market Value.
(e) All elections and investment transfers under this Section
shall be subject to any rules that may be prescribed by the Administrator.
11.14 Liquidation of Georgia-Pacific Stock Fund.
-----------------------------------------
(a) All amounts invested in the Georgia-Pacific Stock Fund must
be liquidated no later than December 31, 1995.
(b) All liquidated amounts under this Section
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shall be reinvested in accordance with the Participant's directions under the
terms of Section 11.7.
(c) If a Participant fails to reinvest the portions of his
Accounts that are invested in the Georgia-Pacific Stock Fund, then, as of
December 31, 1995, at the direction of the Trustee, such amounts shall be
reinvested in the fixed-income Investment Fund.
11.15 Expenses of Plan. Costs and expenses incurred in administering
----------------
the Plan (including the expenses of the Trustee, other administrative and legal
expenses, and brokerage commissions) shall be paid by the Employers unless the
Board of Directors or the IKON Committee directs that such costs and expenses
shall be paid directly from the Fund.
11.16 Transfer Out of the Unisource Stock Fund.
----------------------------------------
(a) A Participant may at any time transfer all or a portion of
his interest in the Unisource Stock Fund out of the Unisource Stock Fund. Once
an amount has been transferred out of the Unisource Stock Fund, it may not be
transferred back into the Unisource Stock Fund.
(b) In the case of all Accounts and Sub-Accounts other than
Employer Sub-Account C, an amount invested in the Unisource Stock Fund may be
transferred to any other Investment Fund the Participant selects (including the
Stock Fund).
(c) The portion of a Participant's Employer Sub-Account C that
is invested in the Unisource Stock Fund may be
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transferred only to the Stock Fund, and not to any other Investment Fund, if
the Participant is not yet age 55 at the time of the transfer. Once the
Participant has attained age 55, the portion of his Employer Sub-Account C that
is invested in the Unisource Stock Fund may be transferred to any other
Investment Fund the Participant selects (including the Stock Fund), in
accordance with Section 11.13.
11.17 Asset Transfer. Effective January 1, 1997, assets equal to the
--------------
Account balances of all Unisource Employees shall be transferred to the newly
established Unisource Worldwide, Inc. Retirement Savings Plan. For the purposes
of this transfer, the Accounts of Unisource Employees shall be valued as of
December 31, 1996 in accordance with Section 11.8. The December 31, 1996 value
of each Account shall be increased by income earned or reduced by losses
incurred from January 1, 1997 to the date of the actual transfer of assets. All
assets shall be transferred within 30 days after December 31, 1996.
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ARTICLE XII
AMENDMENT OR TERMINATION OF THE PLAN
------------------------------------
12.1 Amendment.
---------
(a) Each Employer reserves the right to terminate its
participation in this Plan at any time by action of its board of directors or
other governing body. Furthermore, the Plan may be amended or terminated at any
time by written action of the Board of Directors. The Plan also may be amended
by the IKON Committee, provided such amendment does not materially change the
benefits or the formula by which benefits are determined under the Plan.
(b) Each amendment to the Plan shall be in writing and shall be
binding on each Employer. No amendment shall have the effect of retroactively
depriving Participants of benefits already accrued under the Plan.
(c) Any amendment of the Plan shall become effective as of the
date designated by the Board of Directors, or, if appropriate, the IKON
Committee. Except as provided in Section 11.2, it shall be impossible for any
part of the corpus or income of the Fund to be used for or diverted to any
purpose other than for the exclusive benefit of Participants and their
beneficiaries.
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12.2 Termination. The Plan and the Fund forming part of the Plan may
-----------
be terminated, or contributions may be completely discontinued, by IKON at any
time by action of the Board of Directors. In the event of a termination, a
partial termination, or a complete discontinuance of contributions, or in the
event that the Employer is dissolved, liquidated, or adjudicated a bankrupt, the
interests of the affected Participants, their estates, and their beneficiaries
shall be fully vested. Unless there is a successor plan (as defined in Treas.
Reg. (S)1.401(k)-1(d)(3)), distributions shall be made in cash or in property or
in any combination of cash and property. When all assets have been paid out by
the Trustee, the Fund shall cease.
12.3 Merger.
------
(a) The Plan shall not be merged with or consolidated with,
nor shall its assets be transferred to, any other qualified retirement plan
unless each Participant would receive a benefit after such merger,
consolidation, or transfer (assuming the Plan then terminated) which is of
actuarial value equal to or greater than the benefit he would have received from
his Accounts if the Plan had been terminated on the day before such merger,
consolidation, or transfer.
(b) No amounts shall be transferred to this Plan which would
cause the Plan to be a direct or indirect transferee of a plan to which the
survivor annuity requirements of sections
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401(a)(11) and 417 of the Code apply, except as provided in Section 6.7.
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ARTICLE XIII
WITHDRAWALS DURING EMPLOYMENT
-----------------------------
13.1 Withdrawals from After-Tax Account. Subject to the spousal
----------------------------------
consent rules of Section 13.11, a Participant may at any time withdraw all or
any portion of his After-Tax Account other than Sub-Account C.
13.2 Withdrawals from Employer Account. Subject to the spousal
---------------------------------
consent rules of Section 13.11:
(a) A Participant who has participated in the Plan (or a Prior
Plan) for at least five years may withdraw all of any portion of his vested
interest in his Employer Account, including earnings. A Participant who has not
participated in the Plan (or a Prior Plan) for five years may withdraw all or
any portion of only those amounts of his vested interest in his Employer Account
which have been held by the Plan (or a Prior Plan) for at least two full Plan
Years.
(b) After he has attained age 59 1/2, a Participant may at any
time withdraw all or any portion of his Employer Account.
(c) In the event of hardship, a Participant may at any time
withdraw all or any portion of his vested interest in his Employer Account under
Section 13.8.
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13.3 Withdrawals from Before-Tax Account. Except as provided in
-----------------------------------
Section 13.8, a Participant may not withdraw any portion of his Before-tax
Account until he has attained age 59 1/2. After he has attained age 59 1/2 and
subject to the spousal consent rules of Section 13.11, a Participant may at any
time withdraw all or any portion of his Before-Tax Account.
13.4 Withdrawals from Rollover Account. A Participant may at any
---------------------------------
time withdraw all or any portion of his Rollover Account.
13.5 Withdrawals from Money Purchase Account. A Participant shall
---------------------------------------
not be permitted to withdraw any portion of his Money Purchase Account under
this Article.
13.6 Withdrawals After Age 59 1/2. Notwithstanding the provisions of
----------------------------
Section 13.7, upon a Participant's attainment of age 59 1/2, he may withdraw up
to the total value of his Before-Tax, QMAC, and QNEC Accounts; provided,
however, that any such withdrawal may be subject to the consent of the
Participant's Spouse (as described in Section 13.11).
13.7 Provisions Relating to Withdrawals.
----------------------------------
(a) Requests for withdrawals under this Article shall be
initiated by the Participant upon proper application to the Recordkeeper by
telephonic communication. The Participant must complete and return any forms
which the Recordkeeper or Administrator determine are needed in order to process
a withdrawal.
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(b) A Participant must make withdrawals in the following order
of priority: (1) his After-Tax Account (other than Sub-Account C); (2) his
Rollover Account; (3) his Employer Account; and (4) his Before-Tax Account.
(c) A Participant may not replace any portion of his Accounts
withdrawn under this Article.
13.8 Hardship Withdrawals.
--------------------
(a) The hardship withdrawal rules described in this Section are
effective on October 1, 1995; until that date, the hardship withdrawal rules
described in the Plan as amended and restated effective January 1, 1994, shall
continue in effect.
(b) In the event of unusual hardship as presented in writing
to, demonstrated to the satisfaction of, and specifically approved by the
Administrator, a Participant may (1) withdraw any amount from his After-Tax
Account (other than Sub-Account C), (2) withdraw any amount from his Rollover
Account, (3) withdraw all or any portion of his vested interest in his Employer
Account, and (4) withdraw from his Before-Tax Account an amount not greater than
his Basic and Supplemental Contributions not previously withdrawn plus earnings
thereon credited as of December 31, 1988.
(c) A withdrawal in the case of unusual hardship shall be
permitted only if:
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(1) the Administrator determines that in light of an
immediate and heavy financial need of the Participant the withdrawal is
necessary for:
(A) the payment of medical expenses described in
section 213(d) of the Code and incurred by the Participant, his Spouse, or any
of the Participant's dependents (as defined in section 152 of the Code), or
payment of amounts necessary for such individuals to obtain such medical care,
so long as such expenses are ineligible for reimbursement by an insurance
carrier;
(B) costs directly related to the purchase (excluding
mortgage payments) or payment for construction or substantial rehabilitation of
a principal residence for the Participant, with "substantial rehabilitation"
defined as renovations or repairs of a non-cosmetic nature that are required to
establish or maintain the habitability of a primary residence;
(C) the payment of tuition, related educational fees,
and room and board expenses for up to the next 12 months of post-secondary
education for the Participant or his Spouse or any of his children or
dependents;
(D) payments to prevent the eviction of the
Participant from his principal residence or to prevent foreclosure on the
mortgage of his principal residence;
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(E) the payment of tax levies assessed by federal,
state, or local taxing authorities, including interest and penalties assessed
thereon, or excise taxes;
(F) the payment of funeral expenses for a
Participant's Spouse, dependents, parents, or other immediate family members;
(G) the payment of medically-related travel expenses
which are tax-deductible under section 213(d) of the Code for a Participant, his
Spouse, or his dependents;
(H) the payment of expenses incurred under such other
circumstances or because of such other events as may be prescribed by the
Secretary of the Treasury; and
(2) the Participant represents on forms provided by the
Administrator (A) that the amount of the withdrawal does not exceed that amount
required to meet the immediate financial need created by the hardship and (B)
that the financial need cannot be satisfied from other resources reasonably
available to the Participant, and the Administrator finds that it may
reasonably rely upon the Participant's representation and does not have actual
knowledge of facts to the contrary.
For this purpose, a Participant's financial need cannot reasonably be
satisfied from other resources such as a loan from the Plan if the effect would
be to increase the amount of the need.
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(d) The amount of a hardship withdrawal shall automatically be
increased by twenty-five percent (25%) in order to pay federal income tax
withholding attributable to the hardship withdrawal.
(e) The provisions of this Section shall be applied in a uniform
and nondiscriminatory manner.
13.9 Special Withdrawals. A Participant may withdraw the total value
-------------------
of his Accounts in a single sum after a determination by the Administrator that
one of the following events has occurred:
(a) the termination of the Plan, where there is no successor
plan (as defined in Treas. Reg. (S)1.401(k)-1(d)(3));
(b) the sale by an Employer of substantially all of its assets
used in a trade or business, if the Participant making the withdrawal begins
employment with the corporation acquiring such assets; or
(c) the sale by an Employer of its interest in a subsidiary, if
the withdrawal is made by a Participant who continues employment with such
subsidiary.
13.10 Withdrawal of Pledged Amount. No amount that is security for a
----------------------------
loan under Article XIV may be withdrawn.
13.11 Spousal Consent. To the extent that any amount to be withdrawn
---------------
consists of amounts held in a DCP Account, and a married Participant applies for
a withdrawal from the Plan of such amounts, the Participant and his Spouse shall
execute and
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deliver to the Recordkeeper a written statement acknowledging (a) that the
Spouse consents to the withdrawal and (b) that they understand that the
withdrawal will reduce the amount of benefits that will later be payable to the
Participant and/or the Spouse under the Plan. Such statement shall be made in a
form and manner similar to that described in Section 8.3A(a). In any other
case, spousal consent to a withdrawal shall not be required.
13.12 Amount and Payment of Withdrawals.
---------------------------------
(a) The maximum amount available for withdrawal from any
Account shall be determined on the basis of the Fair Market Value of the Account
as of the Valuation Date coincident with or immediately preceding the date on
which the withdrawn amount is paid to the Participant.
(b) In general, a withdrawal from a given Account or Sub-
Account shall be paid pro-rata from the various Investment Funds in which that
Account or Sub-Account is invested. However, in the case of a non-hardship
withdrawal, a Participant may elect to have the withdrawal paid entirely from
the Unisource Stock Fund.
(c) Hardship withdrawals under Section 13.8 shall be paid to a
Participant in cash, in a single sum. All non-hardship withdrawals shall be paid
in cash, except as provided in Subsection (d).
(d) Non-hardship withdrawals from amounts invested in the
Stock Fund or the Unisource Stock Fund shall be paid
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in cash or in stock, as the Participant elects. However, any portion of the
amounts invested in Cash Equivalents in the Stock Fund or the Unisource Stock
Fund, and amounts reinvested in accordance with Section 11.13, shall be paid in
cash.
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ARTICLE XIV
LOANS FROM THE PLAN
-------------------
14.1 Loan Program.
------------
(a) The Trustee is authorized to establish a program under which
assets of the Plan may be loaned to certain Participants and beneficiaries of
deceased Participants. This loan program shall be administered by the
Recordkeeper in accordance with the provisions of this Article and in
accordance with any related documents describing procedures to be followed in
the administration of the loan program which have been made a part of the Plan.
(b) The Trustee shall not be liable for any act or omission of
the Recordkeeper in its administration of the loan program except to the extent
set forth in section 405 of ERISA.
(c) The loan program authorized by this Article is effective on
October 1, 1995.
(d) Notwithstanding Subsection (c), for those Participants who
participated in a Prior Plan and who took a loan under such plan, the loan shall
continue to be governed by the terms of the Prior Plan as in effect on September
30, 1995, or, if later, the date such Prior Plan is merged with and into this
Plan, except to the extent that such terms are contrary to the terms of this
Plan.
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14.2 Persons Who May Borrow from the Plan.
------------------------------------
(a) Except as provided in Subsections (b) and (c), all vested
Participants and beneficiaries of deceased Participants who are "parties in
interest," as that term is defined in section 3(14) of ERISA, shall be eligible
to apply for loans from the Plan. When applying for a loan, a vested Participant
or beneficiary shall agree, in writing, to comply with the Plan's procedures and
obligations with respect to loans, including the enforceability of any personal
installment note issued in accordance with Section 14.10.
(b) If the Employer is an S Corporation, no shareholder-employee
who owns more than five percent (5%) of the stock of an Employer shall be
permitted to apply for a loan.
(c) If the Recordkeeper, the Administrator, or any IKON
Committee member knows that an individual otherwise eligible to apply for a loan
has filed or is about to file for personal bankruptcy, and the personal
bankruptcy matter has not been resolved, the individual in question shall not be
permitted to apply for a loan (or, if he does apply, his loan application shall
be turned down).
(d) An individual who is eligible to apply for a loan from the
Plan shall hereinafter be called a "Borrower."
14.3 Accounts Available to Borrow.
----------------------------
(a) A Borrower shall be able to borrow against his Accounts in
the following order: (1) first his Before-tax
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Account; (2) then his After-Tax Account (other than Sub-Account C); (3) then the
vested portion of his Employer Account; (4) then his Rollover Account; (5) then
his After-Tax Sub-Account C; and (6) finally, his Money Purchase Plan Account.
(b) Amounts borrowed under the Plan shall be taken from the
Accounts listed in Subsection (a) on a pro-rata basis from the Investment Funds.
14.4 Application for and Approval of Loan.
------------------------------------
(a) All applications for loans shall be made to the Recordkeeper
by telephonic communication. In his application, the Borrower shall specify:
(1) the amount of the loan being requested, which shall not
be less than the minimum loan amount set forth in Section 14.7(a); and
(2) the intended repayment period, which shall be a period
authorized under Section 14.11(b).
(b) The Recordkeeper shall rule upon loan applications in a
uniform and nondiscriminatory manner, taking into consideration only those
factors which would be considered in a normal commercial setting by an entity in
the business of making similar types of loans. In ruling on a loan application,
the Recordkeeper shall not consider the Borrower's race, color, religion, sex,
age, or national origin, but may consider his creditworthiness, collateral, and
financial need.
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(c) The Recordkeeper shall not approve any loan which would
exceed the maximum amount described in Section 14.7(b). The Administrator may
approve a loan of less than the amount requested in a Borrower's application.
(d) In no event shall a Borrower be permitted to have more than
one loan from this Plan outstanding at any time.
(e) If a request for a loan is approved, the loan proceeds shall
be paid to the Borrower as of the Valuation Date coincident with or immediately
following the date on which the loan is approved. Any fees or charges associated
with the processing of the loan shall be paid by the Borrower. Upon approval of
a loan request, the Recordkeeper shall issue to the Borrower a personal
installment note in accordance with Section 14.10 (in substantially the form
attached to and made a part of the Plan's loan procedures), which shall specify
the terms and conditions of the loan.
(f) If a request for a loan is denied, the Borrower may appeal
the denial in the manner described in Section 10.6.
(g) As provided in Section 14.2(c), an individual known to be
filing for personal bankruptcy shall not be permitted to apply for a loan, or,
if he does apply, his loan application shall be turned down.
14.5 Consent. To the extent that the Plan is a transferee of
-------
benefits in a Prior Plan that are described in Section
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4.6(d) or 12.3(b) with respect to a married Borrower, the Borrower and his
Spouse shall execute and deliver to the Recordkeeper within the 90-day period
ending on the Valuation Date as of which the loan proceeds are paid, a written
statement acknowledging (a) that the Spouse consents to the loan and (b) that
they understand that a default on the loan may reduce the amount of the benefits
to be paid under the Plan. Such statement shall be made in a form and manner
similar to that described in Section 8.3A(a).
14.6 Accounts Attributed to Beneficiary. For the purposes of this
----------------------------------
Article, the Accounts of a deceased Participant shall be deemed to belong to the
beneficiary of that deceased Participant.
14.7 Amount of Loan.
--------------
(a) The Administrator, in its discretion, shall establish a
minimum loan amount, which shall be no more than $1,000.
(b) The value of a Borrower's outstanding loans under this Plan
and all other plans qualified under section 401(a) of the Code which are
sponsored by the Employer and Affiliated Companies shall not exceed the lesser
of:
(1) $50,000 reduced by the excess of (A) the highest
outstanding loan balance during the 12 months before a new loan is made over (B)
the outstanding loan balance on the date of the new loan, or
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(2) fifty percent (50%) of the value of the Borrower's
vested interest in the Plan, determined as of the Valuation Date as of which the
loan proceeds are paid to the Borrower.
14.8 Security for Loan.
-----------------
(a) Security for a loan granted pursuant to this Article must be
at least equal to the proceeds of the loan and shall consist, unless the
Administrator requests otherwise, of the personal installment note agreed to by
the Borrower and held by the Plan in accordance with Section 14.10.
(b) The amount which is borrowed for the loan shall be allocated
first from the Borrower's Before-Tax Account, then from the Borrower's After-Tax
Sub-Account C, then from his Money Purchase Plan Account, then from the vested
portion of his Employer Account, then from his Rollover Account, then from his
remaining After-Tax Account, and finally from his QMAC and QNEC Accounts.
(c) To the extent that the Administrator determines that
additional security is required, the additional security shall consist of such
collateral as the Administrator and the Borrower mutually agree upon. The value
and liquidity of any additional security shall be such that it may reasonably be
anticipated that, in the event of default, the Plan will not lose principal and
interest.
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14.9 Interest Rate. The rate of interest to be charged on a given
-------------
loan shall be set when the loan is made. The interest rate is the prime lending
rate as published in the Wall Street Journal on the last Wednesday of the month
-------------------
plus one percent (1%).
14.10 Installment Note.
----------------
(a) Each loan shall be evidenced by a personal installment note
issued to the Borrower following approval of the loan by the Recordkeeper on a
form prescribed by the Administrator. Such note shall be an asset of the
Accounts of the Borrower.
(b) Each personal installment note shall specify the period of
repayment, which shall be 12, 24, 36, 48, or 60 months from the Valuation Date
as of which the loan proceeds are paid to the Borrower. However, if the purpose
of the loan is to acquire a dwelling unit which is to be used as the principal
residence of the Borrower, the period of repayment may be as long as, but shall
not exceed, 180 months.
(c) Each personal installment note shall specify the rate of
interest being charged on the loan.
14.11 Repayment of Loan.
-----------------
(a) All loans shall be repaid in equal installments through
payroll deductions or, in the case of Participants on an unpaid leave, by
monthly checks submitted to the Recordkeeper; provided, however, that payments
shall be made at least
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quarterly. Substantially level amortization of each loan is required over the
term of the loan.
(b) A Borrower may repay all of the outstanding balance of a
loan in a single sum at any time by notifying the Recordkeeper of his intent to
do so and by forwarding to the Recordkeeper payment of all of the outstanding
balance, plus interest accrued to the date of payment.
(c) All loans from the Plan shall be nonrenewable.
(d) The amount of principal and interest repaid by a Borrower
shall be credited to that Borrower's Accounts as each repayment is made.
(e) Payments shall be invested in the Investment Funds selected
by the Participant at the time for new contributions being made to the Plan.
14.12 Default on Loan.
---------------
(a) Notwithstanding anything in this Plan to the contrary, in
the event that
(1) a loan is not repaid by the time the note matures;
(2) three consecutive months during which no payments of
principal and/or interest are made;
(3) the Borrower dies;
(4) the Plan ceases to constitute a qualified plan within
the meaning of section 401(a) of the Code;
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(5) except in the case of an unpaid leave of absence, where
repayment of the loan is being accomplished by payroll deduction, the Borrower's
employment with the Employer terminates for any reason, or the Borrower's
compensation is discontinued;
(6) the Borrower is placed or places himself in bankruptcy;
(7) any other event occurs which the Administrator,
applying standards which would be used in a normal commercial setting by an
entity in the business of making similar types of loans, judges to be an event
of default or an event which may jeopardize the repayment of the loan, the full
balance of the loan, plus accrued interest, shall immediately become due and
payable unless the Administrator, in its sole discretion, waives the event of
default and makes alternate arrangements to prevent the loss to the Plan of the
balance of the loan, plus interest.
(b) The Recordkeeper shall give written notice of an event of
default described in Subsection (a) to the Borrower who has defaulted on his
loan (or, in the case of default by death, to the estate of the Borrower). If
the balance of the loan and accrued interest are not paid within 30 days after
the date of such notice, the Recordkeeper shall be entitled to foreclose upon
the Borrower's security immediately or at any later time it may select;
provided, however, that the first
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consideration in selecting a date of foreclosure shall be to prevent
disqualification of the Plan.
14.13 Foreclosure.
-----------
(a) When the Recordkeeper forecloses upon a Borrower's
security, it shall first reduce that Borrower's vested interest in the Plan by
the lesser of (1) the full amount of the unpaid balance of the loan, plus
accrued interest (determined as of the date of default), or (2) the entire
portion of the Borrower's vested interest in the Plan which is security for the
loan.
(b) (1) Notwithstanding Subsection (a), in the case of a
Borrower who is a Participant, the Recordkeeper shall in no event use that
Borrower's Before-Tax, QMAC, or QNEC Accounts to reduce his indebtedness unless,
as of the date of foreclosure, the Borrower has reached age 59 1/2, retired,
terminated his employment with the Employer, or suffered a Total Disability, or
is eligible to withdraw his Accounts because one of the events described in
Section 13.9 has occurred. This restriction shall not apply in the case of
foreclosure upon the security of a Borrower who is the beneficiary of a deceased
Participant.
(2) Notwithstanding Subsection (a), the Recordkeeper shall
not use Matching or Employer Contributions which were allocated to the
Borrower's Employer Account less than 24 months prior to the date of foreclosure
to reduce that Borrower's indebtedness unless, as of the date of foreclosure,
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the Borrower has retired or terminated his employment with the Employer.
(c) If foreclosing upon his vested interest in the Plan is not
sufficient to discharge the Borrower's indebtedness, the Recordkeeper shall
then foreclose upon the Borrower's other collateral (if any).
(d) When the full amount of the unpaid balance of the loan,
plus accrued interest, has been restored to the Plan, any portion of the
Borrower's security which remains shall be released and shall no longer be
security for any loan.
(e) Foreclosing upon a Borrower's security shall not operate as
a waiver of the rights of the Recordkeeper, the Employer, or the Plan to pursue
additional means of preventing loss to the Plan in the event of default on a
loan.
14.14 Deemed Distribution. Notwithstanding the provisions of Article
-------------------
VII, if a Borrower defaults on a loan and the Recordkeeper is entitled to
foreclose upon the Borrower's security, the unpaid balance of the loan, plus
accrued interest, shall be deemed to be immediately distributed to the Borrower.
However, in the case of a Borrower to whom the consent rule of Section 14.5
applied at the time the loan was made, deemed distribution shall occur only if
the spousal consent described in Section 14.5 was delivered to the Recordkeeper
and the restrictions set forth in Section 14.13(b) are not applicable.
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ARTICLE XV
GENERAL PROVISIONS
------------------
15.1 No Employment Rights. Neither the action of IKON in establishing
--------------------
the Plan, nor any provisions of the Plan, nor any action taken by the Employers,
the IKON Committee, or the Administrator, shall be construed as giving to any
employee of an Employer the right to be retained in its employ, or any right to
payment except to the extent of the benefits provided in the Plan to be paid
from the Fund.
15.2 Source of Benefits. All benefits payable under the Plan shall be
------------------
paid or provided for solely from the Fund, and the Employers assume no liability
or responsibility therefor.
15.3 Governing Law. This Plan shall be governed, construed, and
-------------
administered under the laws of the Commonwealth of Pennsylvania, except to the
extent preempted by ERISA.
15.4 Spendthrift Clause.
------------------
(a) No benefit payable at any time under this Plan and no
interest or expectancy herein shall be anticipated, assigned, or alienated by
any Participant or beneficiary, or subject to attachment, garnishment, levy,
execution, or other legal or equitable process, except for (1) an amount
necessary to satisfy a federal tax levy made pursuant to section 6331 of the
Code and (2) any benefit payable pursuant to a domestic relations
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order which is determined to be a qualified domestic relations order within the
meaning of the Code.
(b) Any attempt to alienate or assign a benefit hereunder,
whether currently or hereafter payable, shall be void. No benefit shall in any
manner be liable for or subject to the debts or liability of any Participant or
beneficiary. If any Participant or beneficiary attempts to or does alienate or
assign his benefit under the Plan or any part thereof, or if by reason of his
bankruptcy or other event happening at any time such benefit would devolve upon
anyone else or would not be enjoyed by him, then the Administrator may terminate
payment of such benefit and hold or apply it for the benefit of the Participant
or beneficiary.
15.5 Incapacity. If the Administrator finds that any Participant or
----------
beneficiary to whom a benefit is payable hereunder is unable to take care of his
affairs because of physical, mental, or legal incompetence, any payment due
hereunder may (unless prior claim therefor has been made by a duly qualified
guardian or other legal representative), in the discretion of the Administrator,
be paid to the person or institution deemed by the Administrator to be
maintaining or responsible for the maintenance of such Participant or
beneficiary. Any such payment shall be deemed a payment for the account of the
Participant or beneficiary and shall constitute a complete discharge of any
liability therefor under the Plan.
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15.6 Participation by Affiliated Companies.
-------------------------------------
(a) With the prior consent of the Board of Directors, an
Affiliated Company may adopt this Plan for its employees by action of its board
of directors or other governing body. Each Affiliated Company that adopts the
Plan shall execute a Joinder Agreement.
(b) Each amendment to the Plan shall be binding on an Affiliated
Company which has adopted the Plan, and, by its adoption of the Plan, the
Affiliated Company shall be deemed to have appointed IKON, the IKON Committee,
the Administrator, and the Trustee as its exclusive agents to exercise on its
behalf all the power and authority conferred by the Plan and the Trust Agreement
upon IKON, the IKON Committee, the Administrator, and the Trustee, respectively.
The authority of IKON, the IKON Committee, the Administrator, and the Trustee to
act as such agents shall continue until the Affiliated Company terminates its
participation in the Plan and the benefits payable to Participants employed (or
formerly employed) by the Affiliated Company have been distributed as provided
herein.
(c) An Affiliated Company may terminate its participation in the
Plan at any time by action of its board of directors or other governing body. If
the Affiliated Company ceases to be an Affiliated Company, it may no longer
participate in the Plan.
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15.7 Severability of Provisions. If any provision of this Plan is
--------------------------
determined to be void by any court of competent jurisdiction, the Plan shall
continue to operate, and, for the purposes of the jurisdiction of that court
only, shall be deemed not to include the provisions determined to be void.
15.8 Headings. Article and paragraph headings are supplied for
--------
convenience only and shall not be construed as altering the text of the Plan in
any way.
15.9 Withholding. The Recordkeeper and the Trustee shall have the
-----------
right to withhold any and all federal, state, and local taxes which may be
withheld in accordance with applicable law.
15.10 Participant Statements. At least annually, each Participant
----------------------
shall receive a statement showing information relating to the Investment Funds
in which the Participant's Accounts are invested.
15.11 Number; Gender. Wherever required by context, the singular of
--------------
any word used in this Plan shall include the plural and the plural may be read
in the singular. Words used in the masculine shall be read and construed in the
feminine where they would so apply.
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APPENDIX A
ADP AND ACP TESTS AND RELATED LIMITS ON CONTRIBUTIONS
-----------------------------------------------------
A.1 Definitions. The following definitions shall supplement those
-----------
set forth in Article II of the Plan:
(a) "Excess Aggregate Contributions" shall mean, for a given
------------------------------
Highly Compensated Employee, for a given Plan Year, the dollar amount by which
the Matching Contributions made on behalf of the Highly Compensated Employee
must be reduced for the Highly Compensated Employee's Individual Contribution
Percentage to equal the highest permitted Individual Contribution Percentage for
that Plan Year (as described in Section A.6(b)(3)).
(b) "Excess Contributions" shall mean, for a given Highly
--------------------
Compensated Employee, for a given Plan Year, the dollar amount by which the
Highly Compensated Employee's Basic and Supplemental Contributions must be
reduced for the Highly Compensated Employee's Individual Deferral Percentage to
equal the highest permitted Individual Deferral Percentage for that Plan Year
(as described in Section A.3(b)(3)).
(c) "Excess Deferral" shall mean the excess of (1) the amount of
---------------
Basic and Supplemental Contributions plus any other elective deferrals (as
defined in section 402(g)(3) of the Code) made in an individual's taxable year
pursuant to the individual's election, over (2) the dollar limit in effect
under sec-
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tion 402(g) of the Code for that taxable year (which was $9,500 for 1996).
(d) "Individual Contribution Percentage" shall mean the ratio
----------------------------------
described in Section A.6(b).
(e) "Individual Deferral Percentage" shall mean the ratio
------------------------------
described in Section A.3(b).
A.2 Return of Excess Deferral.
-------------------------
(a) (1) If a Participant has an Excess Deferral in any taxable
year, he may notify the Administrator of the Excess Deferral and request that
all or a portion of such Excess Deferral be returned to him. His notification
must be in writing and must be received by the Administrator by the March 1st
after the taxable year of the Participant in which the Excess Deferral occurred.
(2) If a Participant has an Excess Deferral in any taxable
year, taking into account only this Plan and any other cash or deferred
arrangement(s) maintained by the Employers and Affiliated Companies, he shall be
deemed to have notified the Administrator of the Excess Deferral, whether he
does so in accordance with paragraph (1), or not.
(3) When the Administrator is notified of an Excess
Deferral as described in paragraph (1) or (2), it shall direct the Trustee to
distribute to the Participant either:
(A) the amount of the Excess Deferral requested under
paragraph (1) (or, if less, the portion of such
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amount that does not exceed the amount of Basic and Supplemental Contributions
made on behalf of the Participant for such year), plus any income attributable
to such amount; or
(B) the total amount of the Excess Deferral,
determined by taking into account only this Plan and any other cash or deferred
arrangement(s) maintained by the Employers and Affiliated Companies, plus any
income attributable to such amount.
(4) An Excess Deferral may be distributed in the taxable
year in which it occurs or after the end of that taxable year, but shall in no
event be distributed later than April 15th of the year after the year in which
it occurs.
(b) The Trustee shall determine the income attributable to an
Excess Deferral using any reasonable method that does not violate section
401(a)(4) of the Code and is also used for allocating income to Participants'
Accounts. Such method shall be applied consistently to all Excess Deferrals for
a given taxable year. Income shall be allocated to an Excess Deferral solely for
the taxable year in which the Excess Deferral occurs (or, in the case of an
Excess Deferral that is distributed in the taxable year in which it occurs, for
the period from the beginning of such taxable year to the date on which the
Excess Deferral is distributed) and not for any period thereafter.
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A.3 Actual Deferral Percentage Test.
-------------------------------
(a) (1) The Administrator shall cause the ADP Test to be run as
of the last day of each Plan Year and may also cause the ADP Test to be run at
any time during the Plan Year. The Plan satisfies the ADP Test at a given point
in time if it satisfies one of the two tests described below.
(A) The Plan satisfies the ADP Test if the Actual
Deferral Percentage of the eligible Highly Compensated Employees for the Plan
Year is not more than:
(i) the Actual Deferral Percentage of the non-
highly compensated Eligible Employees for the preceding Plan Year, multiplied
by
(ii) 1.25.
(B) The Plan satisfies the ADP Test if:
(i) the excess of (I) the Actual Deferral
Percentage of the eligible Highly Compensated Employees for the Plan Year, over
(II) the Actual Deferral Percentage of the non-highly compensated Eligible
Employees for the preceding Plan Year, is not more than two percentage points,
and
(ii) the Actual Deferral Percentage of the
eligible Highly Compensated Employees for the Plan Year is not more than the
Actual Deferral Percentage of the non-highly compensated Eligible Employees for
the preceding Plan Year, multiplied by 2.0.
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<PAGE>
(2) The "Actual Deferral Percentage of the non-highly
compensated Eligible Employees for the preceding Plan Year" means the Actual
Deferral Percentage for the group of individuals who were non-highly
compensated Eligible Employees in the preceding Plan Year, regardless of the
employment status of any individual in that group in the current Plan Year.
Thus, the Actual Deferral Percentage of the non-highly compensated Eligible
Employees is fixed as of the end of the preceding Plan Year and is not adjusted
for any ensuing change in any individual's employment status.
(b) (1) As provided in Section 2.4, the Actual Deferral
Percentage for a specific group of Eligible Employees is the average (expressed
as a percentage rounded to the nearer one-hundredth of one percent) of the
Individual Deferral Percentages of the Eligible Employees in the group. For any
Plan Year, an Eligible Employee's Individual Deferral Percentage is the ratio
of:
(A) the Eligible Employee's Basic and Supplemental
Contributions for that Plan Year, to
(B) the Eligible Employee's pay for that Plan Year;
provided, however, that any pay attributable to a period before the Eligible
Employee becomes a Participant shall not be taken into account.
(2) (A) For the purpose of determining the denominator of
the Individual Deferral Percentage, an Eligible
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Employee's "pay" shall be as defined under a definition of compensation which
meets the requirements of section 414(s) of the Code and the regulations
thereunder. An Eligible Employee's pay for any Plan Year (and, thus, the
denominator of the Individual Deferral Percentage) shall not be more than the
amount set by section 401(a)(17) of the Code, as adjusted for cost-of-living
increases.
(B) In the case of an Eligible Employee who is a
Highly Compensated Employee, the numerator of the Individual Deferral Percentage
shall include any Excess Deferral made in the Plan Year. In the case of an
Eligible Employee who is not a Highly Compensated Employee, the numerator shall
not include any Excess Deferral.
(C) At the election of the Administration, all or any
portion of the Qualified Matching Contributions and/or Qualified Nonelective
Contributions allocated to an Eligible Employee for a given Plan Year may be
included for that Plan Year in the numerator of the Individual Deferral
Percentage, provided that such contributions satisfy the requirements of Treas.
Reg. (S)1.401(k)-1(b)(5).
(D) Qualified Matching Contributions and/or Qualified
Nonelective Contributions included in the numerator of the Individual Deferral
Percentage shall in no event be included in the numerator of the Individual
Contribution Percentage.
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<PAGE>
(3) (A) For a given Plan Year, the highest permitted
Individual Deferral Percentage is the highest percentage of pay (as defined in
paragraph (2)(A) above) that any Highly Compensated Employee could contribute to
the Plan without causing the Plan to fail the ADP Test. This percentage shall be
determined in accordance with Treas. Reg. (S)1.401(k)-1(f)(2).
(B) The highest permitted Individual Deferral
Percentage applies only to Highly Compensated Employees; it does not apply to
non-highly compensated Eligible Employees and shall not affect the contributions
of non-highly compensated Eligible Employees in any way.
(4) If in any Plan Year a Highly Compensated Employee
participates in this Plan and in any other cash or deferred arrangement(s) (as
described in section 401(k) of the Code) maintained by an Employer or an
Affiliated Company, then, in computing the Individual Deferral Percentage for
such Highly Compensated Employee, this Plan and the other cash or deferred
arrangement(s) shall be treated as one plan. If a Highly Compensated Employee
participates in two or more cash or deferred arrangements that have different
plan years, all cash or deferred arrangements with plan years ending with or
within the same calendar year shall be treated as a single arrangement.
(c) (1) In determining the Actual Deferral Percentage, the
Administrator may treat this Plan and any other
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<PAGE>
plan maintained by an Employer or an Affiliated Company which contains a cash or
deferred arrangement as a single plan.
(2) If this Plan is treated, for purposes of section
401(a)(4) or 410(b) of the Code, as one plan with any other cash or deferred
arrangement(s) maintained by an Employer or an Affiliated Company, this Plan and
the other cash or deferred arrangement(s) shall be treated as one plan in
determining the Actual Deferral Percentage.
(3) Plans that are aggregated under this Subsection must
have the same plan year.
(d) Subsections (b)(4) and (c) notwithstanding, cash or deferred
arrangements that must be treated as separate arrangements to comply with Treas.
Reg. (S)1.401(k)-1(b)(3) and (S)1.401(k)-1(g)(11)(ii)(B) shall in no event be
aggregated.
A.4 ADP Test -- Corrective Action.
-----------------------------
(a) If at any time before the end of a Plan Year the
Administrator determines that the Plan does not satisfy the ADP Test, it may
reduce the contribution rates (and, thus, the Individual Deferral Percentages)
of one or more Participants who are Highly Compensated Employees so that the ADP
Test is satisfied. The Administrator shall prescribe such reductions in a
uniform and nondiscriminatory manner.
(b) If the Administrator determines that the Plan does not
satisfy the ADP Test, the Employers may make Qualified Nonelective Contributions
and/or Qualified Matching Contributions
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on behalf of the Eligible Employees who are not Highly Compensated Employees,
as provided in Appendix E.
(c) If, in spite of any corrective action that has been taken,
the Plan does not satisfy the ADP Test as of the last day of a given Plan Year,
the Administrator shall return Excess Contributions as described in Section A.5.
A.5 Return of Excess Contributions.
------------------------------
(a) If the Plan does not satisfy the ADP Test as of the last day
of a given Plan Year, the Administrator shall determine the total amount of
Excess Contributions for that Plan Year. This figure shall be the sum of the
Excess Contributions of all Highly Compensated Employees for the Plan Year. The
total amount of Excess Contributions shall be apportioned among the Highly
Compensated Employees in accordance with Subsection (c) and shall be distributed
to the Highly Compensated Employees in accordance with Subsection (d).
(b) The total amount of Excess Contributions shall be determined
after determining the amount of Excess Deferrals, as reported to the
Administrator in accordance with Section A.2, and before determining the total
amount of Excess Aggregate Contributions.
(c) Using the following leveling process, the Administrator
shall apportion the total amount of Excess Contributions among the Highly
Compensated Employees.
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<PAGE>
(1) First, Excess Contributions shall be set aside for the
Highly Compensated Employee with the greatest dollar amount of Basic and
Supplemental Contributions. The amount set aside for this Highly Compensated
Employee shall be an amount which either:
(A) equals the total amount of Excess Contributions,
or
(B) reduces the Highly Compensated Employee's Basic
and Supplemental Contributions to the point at which they equal the Basic and
Supplemental Contributions of the Highly Compensated Employee with the second
greatest dollar amount of Basic and Supplemental Contributions.
(2) Next, Excess Contributions shall be set aside for the
two Highly Compensated Employees who then have the greatest dollar amount of
Basic and Supplemental Contributions. An equal amount shall be set aside for
each of these Highly Compensated Employees, until:
(A) the total set aside under paragraph (1) and this
paragraph equals the total amount of Excess Contributions, or
(B) the Basic and Supplemental Contributions of the
two Highly Compensated Employees have been reduced to the point at which they
equal the Basic and Supplemental Contributions of the Highly Compensated
Employee with the third greatest dollar amount of Basic and Supplemental
Contributions.
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<PAGE>
(3) Next, Excess Contributions shall be set aside for the
three Highly Compensated Employees who then have the greatest dollar amount of
Basic and Supplemental Contributions. An equal amount shall be set aside for
each of these Highly Compensated Employees, until:
(A) the total set aside under paragraphs (1) and (2)
and this paragraph equals the total amount of Excess Contributions, or
(B) the Basic and Supplemental Contributions of the
three Highly Compensated Employees have been reduced to the point at which they
equal the Basic and Supplemental Contributions of the Highly Compensated
Employee with the fourth greatest dollar amount of Basic and Supplemental
Contributions.
(4) This leveling process shall be repeated until the
Administrator has apportioned the total amount of Excess Contributions for the
Plan Year.
(d) The Administrator shall direct the Trustee to distribute to
each Highly Compensated Employee the amount of Excess Contributions set aside
for him under Subsection (c), plus any income attributable thereto. Such amounts
shall be distributed no later than the last day of the Plan Year following the
Plan Year in which the Excess Contributions were contributed to the Plan.
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<PAGE>
(e) The Trustee shall determine the income attributable to
Excess Contributions using any reasonable method that does not violate section
401(a)(4) of the Code and is also used for allocating income to Participants'
Accounts. Such method shall be applied consistently to all Excess Contributions
for a given Plan Year. Income shall be allocated to Excess Contributions solely
for the Plan Year in which the Excess Contributions are contributed to the Plan
and not for any period thereafter.
A.6 Actual Contribution Percentage Test.
-----------------------------------
(a) (1) The Administrator shall cause the ACP Test to be run as
of the last day of each Plan Year and may also cause the ACP Test to be run at
any time during the Plan Year. The Plan satisfies the ACP Test at a given point
in time if it satisfies one of the two tests described below.
(A) The Plan satisfies the ACP Test if the Actual
Contribution Percentage of the eligible Highly Compensated Employees for the
Plan Year is not more than:
(i) the Actual Contribution Percentage of the
non-highly compensated Eligible Employees for the preceding Plan Year,
multiplied by
(ii) 1.25.
(B) The Plan satisfies the ACP Test if:
(i) the excess of (I) the Actual Contribution
Percentage of the eligible Highly Compensated Em-
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<PAGE>
ployees for the Plan Year, over (II) the Actual Contribution Percentage of the
non-highly compensated Eligible Employees for the preceding Plan Year, is not
more than two percentage points, and
(ii) the Actual Contribution Percentage of the
eligible Highly Compensated Employees for the Plan Year is not more than the
Actual Contribution Percentage of the non-highly compensated Eligible Employees
for the preceding Plan Year, multiplied by 2.0.
(2) The "Actual Contribution Percentage of the non-highly
compensated Eligible Employees for the preceding Plan Year" means the Actual
Contribution Percentage for the group of individuals who were non-highly
compensated Eligible Employees in the preceding Plan Year, regardless of the
employment status of any individual in that group in the current Plan Year.
Thus, the Actual Contribution Percentage of the non-highly compensated Eligible
Employees is fixed as of the end of the preceding Plan Year and is not adjusted
for any ensuing change in any individual's employment status.
(b) (1) As provided in Section 2.3, the Actual Contribution
Percentage for a specific group of Eligible Employees is the average (expressed
as a percentage rounded to the nearer one-hundredth of one percent) of the
Individual Contribution Percentages of the Eligible Employees in the group. For
any
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<PAGE>
Plan Year, an Eligible Employee's Individual Contribution Percentage is the
ratio of:
(A) the Matching Contributions contributed on behalf
of the Eligible Employee for that Plan Year, to
(B) the Eligible Employee's pay for that Plan Year;
provided, however, that any pay attributable to a period before the Eligible
Employee becomes a Participant shall not be taken into account.
(2) (A) For the purpose of determining the denominator of
the Individual Contribution Percentage, an Eligible Employee's "pay" shall be
as defined under a definition of compensation which meets the requirements of
section 414(s) of the Code and the regulations thereunder. An Eligible
Employee's pay for any Plan Year (and, thus, the denominator of the Individual
Contribution Percentage) shall not be more than the amount set by section
401(a)(17) of the Code, as adjusted for cost-of-living increases.
(B) At the election of the Administrator, all or any
portion of the Basic and Supplemental Contributions, Qualified Matching
Contributions and/or Qualified Nonelective Contributions made on behalf of an
Eligible Employee in a given Plan Year may be included in the numerator of the
Individual Contribution Percentage, provided that such contributions satisfy
the requirements of Treas. Reg. (S)1.401(m)-1(b)(5).
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<PAGE>
(C) Qualified Matching Contributions and/or Qualified
Nonelective Contributions included in the of the numerator of the Individual
Contribution Percentage shall in no event be included in the numerator of the
Individual Deferral Percentage.
(3) (A) For a given Plan Year, the highest permitted
Individual Contribution Percentage is the highest percentage of pay (as defined
in paragraph (2)(A) above) that could be contributed as Matching Contributions
on behalf of any Highly Compensated Employee without causing the Plan to fail
the ACP Test. This percentage shall be determined in accordance with Treas.
Reg. (S)1.401(m)-1(e)(2).
(B) The highest permitted Individual Contribution
Percentage applies only to Highly Compensated Employees; it does not apply to
non-highly compensated Eligible Employees and shall not affect the
contributions of non-highly compensated Eligible Employees in any way.
(4) If in any Plan Year a Highly Compensated Employee
participates in this Plan and in any other plan(s) maintained by an Employer or
an Affiliated Company to which matching contributions (as defined in section
401(m)(4)(A) of the Code) and/or voluntary employee contributions are made,
then, in computing the Individual Contribution Percentage for such Highly
Compensated Employee, all matching contributions and voluntary employee
contributions shall be included in the numerator. If a
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<PAGE>
Highly Compensated Employee participates in two or more such plans that have
different plan years, all plans with plan years ending with or within the same
calendar year shall be treated as a single plan.
(c) (1) In determining the Actual Contribution Percentage, the
Administrator may treat this Plan and any other plan maintained by an Employer
or an Affiliated Company to which matching contributions and/or voluntary
employee contributions are made as a single plan.
(2) If this Plan is treated, for purposes of section
401(a)(4) or 410(b) of the Code, as one plan with any other plan(s) maintained
by an Employer or an Affiliated Company to which matching contributions and/or
voluntary employee contributions are made, this Plan and such other plan(s)
shall be treated as one plan in determining the Actual Contribution Percentage.
(3) Plans that are aggregated under this Subsection must
have the same plan year.
(d) Subsections (b)(4) and (c) notwithstanding, plans (or
portions of plans) that must be treated as separate plans to comply with Treas.
Reg. (S)1.401(m)-1(b)(3) shall in no event be aggregated.
A.7 ACP Test -- Corrective Action.
-----------------------------
(a) If at any time before the end of a Plan Year the
Administrator determines that the Plan does not satisfy the
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<PAGE>
ACP Test, it may reduce the contribution rates (and, thus, the Individual
Contribution Percentages) of one or more Participants who are Highly Compensated
Employees so that the ACP Test is satisfied. The Administrator shall prescribe
such reductions in a uniform and nondiscriminatory manner.
(b) If the Administrator determines that the Plan does not
satisfy the ACP Test, the Employers may make Qualified Matching Contributions
and/or Qualified Nonelective Contributions on behalf of the Eligible Employees
who are not Highly Compensated Employees, as provided in Appendix E.
(c) If, in spite of any corrective action that has been taken,
the Plan does not satisfy the ACP Test as of the last day of a given Plan Year,
the Administrator shall dispose of Excess Aggregate Contributions as described
in Section A.8.
A.8 Disposition of Excess Aggregate Contributions.
---------------------------------------------
(a) If the Plan does not satisfy the ACP Test as of the last day
of a given Plan Year, the Administrator shall determine the total amount of
Excess Aggregate Contributions for that Plan Year. This figure shall be the sum
of the Excess Aggregate Contributions of all Highly Compensated Employees for
the Plan Year. The total amount of Excess Aggregate Contributions shall be
apportioned among the Highly Compensated Employees in accordance with Subsection
(c) and shall be disposed of in accordance with Subsection (d).
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<PAGE>
(b) The total amount of Excess Aggregate Contributions shall be
determined after (1) determining the amount of Excess Deferrals, as reported to
the Administrator in accordance with Section A.2, and (2) determining the total
amount of Excess Contributions.
(c) Using the following leveling process, the Administrator
shall apportion the total amount of Excess Aggregate Contributions among the
Highly Compensated Employees.
(1) First, Excess Aggregate Contributions shall be set
aside for the Highly Compensated Employee with the greatest dollar amount of
Matching Contributions. The amount set aside for this Highly Compensated
Employee shall be an amount which either:
(A) equals the total amount of Excess Aggregate
Contributions, or
(B) reduces the Highly Compensated Employee's
Matching Contributions to the point at which they equal the Matching
Contributions of the Highly Compensated Employee with the second greatest dollar
amount of Matching Contributions.
(2) Next, Excess Aggregate Contributions shall be set aside
for the two Highly Compensated Employees who then have the greatest dollar
amount of Matching Contributions. An equal amount shall be set aside for each of
these Highly Compensated Employees, until:
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(A) the total set aside under paragraph (1) and this
paragraph equals the total amount of Excess Aggregate Contributions, or
(B) the Matching Contributions of the two Highly
Compensated Employees have been reduced to the point at which they equal the
Matching Contributions of the Highly Compensated Employee with the third
greatest dollar amount of Matching Contributions.
(3) Next, Excess Aggregate Contributions shall be set aside
for the three Highly Compensated Employees who then have the greatest dollar
amount of Matching Contributions. An equal amount shall be set aside for each of
these Highly Compensated Employees, until:
(A) the total set aside under paragraphs (1) and (2)
and this paragraph equals the total amount of Excess Aggregate Contributions, or
(B) the Matching Contributions of the three Highly
Compensated Employees have been reduced to the point at which they equal the
Matching Contributions of the Highly Compensated Employee with the fourth
greatest dollar amount of Matching Contributions.
(4) This leveling process shall be repeated until the
Administrator has apportioned the total amount of Excess Aggregate
Contributions for the Plan Year. The Administra-
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tor shall then direct the Trustee to dispose of Excess Aggregate Contributions
as provided in Subsection (d).
(d) A percentage of the Excess Aggregate Contributions set aside
for a given Highly Compensated Employee under Subsection (c) shall be
distributed to him, and the remainder shall be forfeited, as follows:
(1) The percentage to be distributed shall be equal to the
Highly Compensated Employee's vested percentage (if any), determined in
accordance with the vesting provisions of the Plan. This percentage of the
Excess Aggregate Contributions set aside for the Highly Compensated Employee,
plus any income attributable thereto, shall be distributed to him no later than
the last day of the Plan Year following the Plan Year in which the Excess
Aggregate Contributions were contributed to the Plan.
(2) The amount to be forfeited shall be the remainder of
the Excess Aggregate Contributions set aside for the Highly Compensated
Employee, plus any income attributable thereto.
(e) Amounts forfeited under this Section shall be held in the
Plan to pay administrative expenses of the Plan. To the extent that any amounts
remain after payment of the administrative expenses of the Plan, such amounts
shall be used as Matching Contributions.
(f) The Trustee shall determine the income attributable to
Excess Aggregate Contributions using any reason-
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able method that does not violate section 401(a)(4) of the Code and is also used
for allocating income to Participants' Accounts. Such method shall be applied
consistently to all Excess Aggregate Contributions for a given Plan Year.
Income shall be allocated to Excess Aggregate Contributions solely for the Plan
Year in which the Excess Aggregate Contributions are contributed to the Plan and
not for any period thereafter.
A.9 Multiple Use Test.
-----------------
(a) (1) In addition to complying with the limitations imposed
by other provisions of this Plan, the Plan must satisfy the "multiple use" test
described in this Section. The Plan satisfies the multiple use test if the sum
of the Actual Deferral Percentage of the eligible Highly Compensated Employees
and the Actual Contribution Percentage of the eligible Highly Compensated
Employees does not exceed the aggregate limit described in Subsection (b).
(2) For a given Plan Year, the Plan auto-matically
satisfies the multiple use test unless the Plan both (A) satisfies the ADP Test
by means of the test described in Section A.3(a)(2), and (B) satisfies the ACP
Test by means of the test described in Section A.6(a)(2).
(b) For the purposes of this Section, the aggregate limit for
any Plan Year is the greater of the amounts described in paragraphs (1) and (2)
below:
(1) This amount is the sum of:
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(A) one hundred twenty-five percent (125%) of the
greater of:
(i) the Actual Deferral Percentage of the non-
highly compensated Eligible Employees, or
(ii) the Actual Contribution Percentage of the
non-highly compensated Eligible Employees;
and
(B) two percentage points plus the lesser of:
(i) the Actual Deferral Percentage of the non-
highly compensated Eligible Employees, or
(ii) the Actual Contribution Percentage of the
non-highly compensated Eligible Employees.
In no event, however, shall the amount determined under this clause
(B) be more than twice the lesser of the Actual Deferral Percentage of the non-
highly compensated Eligible Employees or the Actual Contribution Percentage of
the non-highly compensated Eligible Employees.
(2) This amount is the sum of:
(A) one hundred twenty-five percent (125%) of the
lesser of:
(i) the Actual Deferral Percentage of the non-
highly compensated Eligible Employees, or
(ii) the Actual Contribution Percentage of the
non-highly compensated Eligible Employees;
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and
(B) two percentage points plus the greater of:
(i) the Actual Deferral Percentage of the non-
highly compensated Eligible Employees, or
(ii) the Actual Contribution Percentage of the
non-highly compensated Eligible Employees.
In no event, however, shall the amount determined under this clause
(B) be more than twice the greater of the Actual Deferral Percentage of the non-
highly compensated Eligible Employees or the Actual Contribution Percentage of
the non-highly compensated Eligible Employees.
(c) For purposes of the multiple use test, the Actual Deferral
Percentage and Actual Contribution Percentage of the eligible Highly Compensated
Employees shall be determined after any corrective distributions of Excess
Deferrals, Excess Contributions, and Excess Aggregate Contributions have been
made. The Actual Deferral Percentage of the eligible Highly Compensated
Employees shall be deemed to equal the highest permitted Individual Deferral
Percentage for the Plan Year, and the Actual Contribution Percentage of the
eligible Highly Compensated Employees shall be deemed to equal the highest
permitted Individual Contribution Percentage for the Plan Year.
(d) If the Plan does not satisfy the multiple use test as of the
last day of a given Plan Year, the Actual Deferral
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Percentage and, to the extent necessary, the Actual Contribution Percentage, of
the eligible Highly Compensated Employees shall be reduced by the leveling
process described in Sections A.5 and A.8.
A.10 Disaggregation.
--------------
(a) Sections A.3, A.4, and A.5 (ADP Test), Sections A.6, A.7,
and A.8 (ACP Test), and Section A.9 (multiple use test) shall be applied
separately to the group of Eligible Employees who are covered by collective
bargaining agreements and the group of Eligible Employees who are not covered by
any collective bargaining agreement.
(b) If for any Plan Year the Plan is disaggregated into
component plans for purposes of coverage testing under section 410(b) of the
Code, it shall be disaggregated in the same manner for purposes of Sections A.3,
A.4, and A.5 (ADP Test), Sections A.6, A.7, and A.8 (ACP Test), and Section A.9
(multiple use test).
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APPENDIX B
LIMITS ON ANNUAL ADDITIONS
--------------------------
B.1 General. The provisions of this Appendix shall be effective
-------
January 1, 1987 and shall be construed to comply with section 415 of the Code.
The definitions in Sections B.2 and B.3 shall supplement those set forth in
Article II of the Plan.
B.2 "Annual Additions" shall mean for any Participant the sum of:
----------------
(a) Basic, Supplemental, Matching, Qualified Matching, and
Qualified Nonelective Contributions, and any other Employer Contributions;
(b) the Participant's after-tax contributions; and
(c) any forfeitures allocated for a given Limitation Year to
the Participant's Accounts under this Plan and any other defined contribution
plan(s) maintained by an Employer or a 50% Affiliated Company.
Any excess amounts distributed to a Participant under Sections A.2,
A.5, A.8, and A.9 of Appendix A shall be included in determining the amount of
that Participant's Annual Additions for the Limitation Year for which such
amounts are contributed to the Plan.
Rollover Contributions shall not be included in determining the
amount of a Participant's Annual Additions.
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B.3 "Limitation Year" shall mean the Plan Year or such other 12-month
---------------
period as may be designated by IKON.
B.4 Maximum Allocation.
------------------
(a) Notwithstanding anything in this Appendix to the contrary, a
Participant's Annual Additions shall in no event exceed the lesser of (1)
$30,000 (or, if greater, one-quarter of the dollar limitation in effect under
section 415(b)(1)(A) of the Code) or (2) twenty-five percent (25%) of such
Participant's Limitation Compensation for the Limitation Year.
(b) If a Participant's Annual Additions would exceed the amount
described in Subsection (a) for a reason described in the first paragraph of
Treas. Reg. (S)1.415-6(b)(6), the Trustee shall dispose of the excess amount by
taking one or both of the following steps:
(1) First, Basic and Supplemental Contributions shall be
distributed to the Participant to the extent required to correct the amount of
the Participant's Annual Additions, or until all Basic Contributions and
Supplemental Contributions have been distributed. Income attributable to the
excess Basic and Supplemental Contributions shall also be distributed to the
Participant.
(2) Then, to the extent required to correct the amount of
the Participant's Annual Additions and Matching Contributions shall be
segregated and shall be held in a suspense account until the following Plan Year
(or succeeding Plan Years),
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at which time the money shall be converted to Matching Contributions and
allocated to the Participant's Employer Account; or, if the Participant is no
longer participating in the Plan in the following Plan Year, the money in the
suspense account shall be converted to Matching Contributions and allocated to
the Employer Accounts of all Participants. Amounts held in the suspense account
must be allocated to the fullest extent possible before the Employers or
Participants may make any contributions for a Plan Year. Amounts held in the
suspense account shall share in investment gains and losses of the Fund.
(c) The provisions of this Subsection shall not apply on or
after January 1, 2000. Until January 1, 2000, if in any Limitation Year a
Participant in this Plan is also a participant in one or more defined benefit
plans maintained by an Employer or a 50% Affiliated Company, the annual benefit
under the defined benefit plan(s) shall be reduced, if necessary, so that the
sum of the defined benefit and defined contribution fractions (defined below)
does not exceed 1.0 for such Limitation Year.
(1) (A) The defined benefit fraction is a fraction, the
numerator of which is the Participant's projected annual benefit under all
defined benefit pension plans sponsored by all Employers and 50% Affiliated
Companies in which he has participated, determined as of the close of the
limitation years of such plans, and the denominator of which is the lesser of:
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(i) 1.25 x $90,000 (as adjusted for cost-of-
living increases), or
(ii) one hundred forty percent (140%) of the
Participant's highest average pay over any three consecutive calendar years.
(B) For the purpose of this Subsection, "projected
annual benefit" shall mean the annual benefit to which a Participant would be
entitled under the terms of a defined benefit plan if he had continued
employment until his normal retirement date under such plan and if his
compensation for the purpose of such plan had continued at the same rate.
(C) For the purpose of determining the denominator of
the defined benefit fraction, a Participant's "pay" shall mean his annual
compensation as defined in Treas. Reg. (S)1.415-2(d).
(2) The defined contribution fraction is a fraction, the
numerator of which is the sum of the Participant's Annual Additions under all
defined contribution plans sponsored by all Employers and 50% Affiliated
Companies for all limitation years, and the denominator of which is the sum of
the lesser of the following amounts, determined for each limitation year of
service with an Employer or a 50% Affiliated Company:
(A) 1.25 x $30,000, or
(B) thirty-five percent (35%) of the
Participant's Limitation Compensation for such limitation year.
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<PAGE>
(3) A defined benefit plan sponsored by an Employer or a
50% Affiliated Company to which nondeductible employee contributions are made is
considered to be a separate defined contribution plan, to the extent that the
employee contributions constitute annual additions in the current and prior
limitation years.
(d) (1) The dollar limitations described in Subsections (a) and
(c) shall be adjusted in accordance with governmental pronouncements stating the
method and amount of such adjustments.
(2) The dollar limitations described in Subsections (a) and
(c) shall not reduce the Annual Additions of any Participant under the Plan
prior to January 1, 1983 using the applicable maximum dollar limitations then in
effect.
(e) (1) The Administrator may elect to apply Subsection (c)(2)
with respect to any Plan Year ending after December 31, 1982 by calculating the
denominator under Subsection (c)(2) using an alternate amount for all Plan Years
ending before January 1, 1983. The alternate amount shall be equal to the amount
determined for the denominator under Subsection (c)(2) as in effect for the Plan
Year ending in 1982 multiplied by the "transition fraction." The "transition
fraction" shall be a fraction determined as follows:
(A) the numerator shall consist of the lesser of: (i)
$51,875 or (ii) thirty-five percent (35%) of the
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Participant's Limitation Compensation for the Plan Year ending in 1981; and
(B) the denominator shall consist of the lesser of:
(i) $41,500 or (ii) twenty-five percent (25%) of the Participant's Limitation
Compensation for the Plan Year ending in 1981.
(2) (A) The Administrator may elect to apply Subsection
(c)(2) with respect to any Plan Year ending after December 31, 1986 by adjusting
the numerator under Subsection (c)(2) by using an alternate amount for all Plan
Years ending before January 1, 1987. The adjustment is to subtract permanently
from the numerator of the defined contribution fraction an amount equal to the
product of (i) and (ii):
(i) the sum of the defined contribution fraction
and the defined benefit fraction as of the "determination date," minus 1.0,
times
(ii) the denominator of the defined contribution
fraction as of the "determination date."
(B) For purposes of (A) above, the "determination
date" is December 31, 1986. In addition, the defined benefit fraction and the
defined contribution fraction are computed in accordance with the limitations
set forth in section 415 of the Code, taking into account any modifications for
any accrued benefit that is protected by the provisions of
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the Tax Equity and Fiscal Responsibility Act of 1982 or the Tax Reform Act of
1986.
(C) The adjustment described in this Subsection (e)(2)
may be made only if (i) both the defined benefit plan in question and this Plan
were in existence on May 6, 1986, (ii) both plans satisfied the requirements of
section 415 of the Code for the last limitation year beginning before January 1,
1987, and (iii) any accruals in excess of the limits set forth in section 415 of
the Code are reduced. Any changes in the terms and conditions of the Plan made
after May 5, 1986 may not be recognized in making this adjustment to the defined
contribution fraction.
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APPENDIX C
TOP-HEAVY PROVISIONS
--------------------
C.1 General. The following provisions shall automatically apply to
-------
the Plan for Plan Years that begin after December 31, 1983, and shall supersede
any contrary provisions for each Plan Year in which the Plan is a Top-Heavy
Plan. It is intended that this Appendix shall be construed in accordance with
the provisions of section 416 of the Code.
C.2 Definitions. The following definitions shall supplement those
-----------
set forth in Article II of the Plan:
(a) "Aggregation Group" shall mean:
-----------------
(1) each plan (including a frozen plan or a plan which has
been terminated during the 60-month period ending on the Determination Date) of
an Employer or Affiliated Company in which a Key Employee is a Participant,
(2) each other plan (including a frozen plan or a plan
which has been terminated during the 60-month period ending on the Determination
Date) of an Employer or Affiliated Company which enables any plan in which a Key
Employee participates to meet the requirements of section 401(a)(4) or 410 of
the Code, and
(3) each other plan (including a frozen plan or a plan
which has been terminated during the 60-month period ending on the Determination
Date) of an Employer or Affiliated
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<PAGE>
Company which is included by the Administrator if the Aggregation Group,
including such a plan, would continue to meet the requirements of sections
401(a)(4) and 410 of the Code.
(b) "Determination Date" shall mean the last day of the
------------------
preceding Plan Year.
(c) "Key Employee" shall mean any Employee or former Employee
------------
who at any time during the 60-month period ending on the Determination Date is
described below. The term Key Employee shall also include the beneficiaries of
such persons. The foregoing notwithstanding, the number of persons described in
Subsection (c)(2) for the entire 60-month period shall be limited to 10.
(1) An officer of an Employer having Income for a Plan Year
during such 60-month period greater than fifty percent (50%) of the amount in
effect under section 415(b)(1)(A) of the Code for the calendar year in which
such Plan Year ends.
(2) One of the 10 employees with annual Income greater than
the amount described in section 415(c)(1)(A) of the Code who own (or are
considered as owning, within the meaning of section 318 of the Code) the largest
interests in any Employer or Affiliated Company, provided that such interest
exceeds one-half of one percent (0.5%) of the total share ownership of the
Employer or Affiliated Company.
(3) A five-percent (5%) owner of an Employer.
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(4) A one-percent (1%) owner of an Employer who has annual
Income which, in the aggregate, is in excess of $150,000.
The above determinations shall be made in accordance with section
416(i) of the Code. No more than 50 employees (or, if less, the greater of
three employees or ten percent (10%) of the greatest number of employees,
including leased employees within the meaning of section 414(n) of the Code,
employed by all Employers and Affiliated Companies during the 60-month period
ending on the Determination Date) shall be treated as officers.
(d) "Key Employee Ratio" shall mean the ratio for any Plan Year,
------------------
calculated as of the Determination Date of such Plan Year, determined by
comparing the amount described in Subsection (d)(1) with the amount described
in Subsection (d)(2) after deducting from each such amount any portion thereof
described in Subsection (d)(3).
(1) The sum of (A) the present value of all accrued
benefits of Key Employees under all qualified defined benefit plans included in
the Aggregation Group, (B) the balances in all of the accounts of Key Employees
under all qualified defined contribution plans included in the Aggregation
Group, and (C) the amounts distributed from all plans in such Aggregation Group
to or on behalf of any Key Employee during the period of five Plan Years ending
on the Determination Date, except benefits
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paid on account of death in excess of the accrued benefit or account balances
immediately prior to death.
(2) The sum of (A) the present value of all accrued
benefits of all Participants under all qualified defined benefit plans included
in the Aggregation Group, (B) the balances in all of the accounts of all
Participants under all qualified defined contribution plans included in the
Aggregation Group, and (C) the amounts distributed from all plans in such
Aggregation Group to or on behalf of any Participant during the period of five
Plan Years ending on the Determination Date .
(3) The sum of (A) all rollover contributions (or fund-to-
fund transfers) to the Plan by an Employee after December 31, 1983 from a plan
sponsored by a company which is not an Employer or Affiliated Company, (B) any
amount that is included in Subsections (d)(1) and (2) for a person who is a Non-
Key Employee as to the Plan Year of reference but who was a Key Employee as to
any earlier Plan Year, and (C) for Plan Years beginning after December 31, 1984,
any amount that is included in Subsections (d)(1) and (2) for a person who has
not performed any service for any Employer during the five-year period ending on
the Determination Date.
(4) The present value of accrued benefits under all
qualified defined benefit plans included in the Aggregation Group shall be
determined on the basis of the 1971 Group Annuity Mortality Table for Males and
an interest rate of
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eight percent (8%). The value of proportional subsidies, including subsidized
pre-retirement survivor's benefits, subsidized early retirement benefits, and
optional forms of payment, shall be ignored in determining the present value of
accrued benefits.
(5) Solely for the purpose of determining whether the
Plan, or any other plan included in a required Aggregation Group of which this
Plan is a part, is top-heavy, the accrued benefit of an Employee other than a
Key Employee shall be determined under (A) the method, if any, that uniformly
applies for accrual purposes under all plans maintained by all Employers and
Affiliated Companies, or (B) if there is no such method, as if such benefit
accrued not more rapidly than at the slowest accrual rate permitted under the
fractional accrual method of section 411(b)(1)(C) of the Code.
(e) "Non-Key Employee" shall mean any person who is an
----------------
Employee or a former Employee in any Plan Year but who is not a Key Employee as
to that Plan Year. The term Non-Key Employee shall also include the
beneficiaries of such persons.
(f) "Super Top-Heavy Plan" shall mean each plan in an
--------------------
Aggregation Group if, as of the applicable Determination Date, the Key Employee
Ratio exceeds ninety percent (90%), determined in accordance with section 416 of
the Code.
(g) "Top-Heavy Plan" shall mean each plan in an Aggregation
--------------
Group if, as of the applicable Determination Date,
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the Key Employee Ratio exceeds sixty percent (60%), determined in accordance
with section 416 of the Code.
(h) "Top-Heavy Valuation Date" shall mean the most recent
------------------------
Valuation Date occurring within the 12-month period ending on the Determination
Date.
C.3 Minimum Contribution for Non-Key Employees.
------------------------------------------
(a) (1) In each Plan Year in which the Plan is a Top-Heavy
Plan, each Participant who is a Non-Key Employee and who is employed by an
Employer on the last day of such Plan Year shall receive a total minimum
Employer contribution (including forfeitures) under all plans described in
Section C.2(a)(1) and (2) of not less than three percent (3%) of the
Participant's annual Limitation Compensation.
(2) Salary reduction contributions made on behalf of a
Participant in plan years beginning after December 31, 1984 and before January
1, 1989 shall be deemed to be Employer contributions for the purpose of this
Subsection. Neither salary reduction contributions nor matching contributions
made on behalf of a Participant in plan years beginning after December 31, 1988
shall be deemed to be Employer contributions for the purpose of this Subsection.
(3) The minimum Employer contribution shall be
provided to each Participant who is a Non-Key Employee employed by a Employer
on the last day of the Plan Year, regardless of the number of Hours of Service
completed by the Participant
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during the Plan Year, and regardless of the Participant's level of compensation.
Minimum Employer contributions shall be allocated to Employer Accounts.
Minimum Employer contributions shall not be subject to the ACP Test or the ADP
Test.
(b) The percentage set forth in Subsection (a)(1) shall be
reduced to the percentage at which contributions, including salary reduction
contributions, matching contributions, and forfeitures, are made (or are
required to be made) for a Plan Year for the Key Employee for whom such
percentage is the highest for that Plan Year. This percentage shall be
determined for each Key Employee by dividing the contribution for such Key
Employee by his Limitation Compensation for the Plan Year. All defined
contribution plans required to be included in an Aggregation Group shall be
treated as one plan for the purpose of this Section; however, this Section
shall not apply to any plan which is required to be included in an Aggregation
Group if such plan enables a defined benefit plan in the group to meet the
requirements of section 401(a)(4) or section 410 of the Code.
(c) If a Participant who is a Non-Key Employee employed by
an Employer on the last day of the Plan Year participates in both a defined
benefit plan and a defined contribution plan described in Section C.2(a)(1) and
(2), the Employer is not required to provide such Participant with both the
minimum benefit under the defined benefit plan and the minimum contribution
described above. In such event, the Participant shall have the
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minimum benefit provided under the defined benefit Top-Heavy Plan.
(d) The compensation taken into account for the purpose of
determining minimum Company contributions under this Section shall not be more
than the amount in effect under section 401(a)(17) of the Code for the Plan Year
in question.
C.4 Vesting.
-------
(a) Change in Schedule. Each Participant's vested
------------------
interest in his Employer Account shall be determined in accordance with the
following schedule for any Plan Year in which the Plan is a Top-Heavy Plan
unless the schedule set forth in Section 9.1 provides more rapid vesting for
such Participant:
<TABLE>
<CAPTION>
Years of
Vesting Service Percent Vested
--------------- --------------
<S> <C>
less than 2 years 0 percent
2 years 20 percent
3 years 40 percent
4 years 60 percent
5 years 80 percent
6 years 100 percent
</TABLE>
(b) Shift Out of Top-Heavy Status. If the Plan ceases to
-----------------------------
be a Top-Heavy Plan, the vesting schedule set forth in Section 9.1 shall again
apply to all Participants. However, a Participant shall remain at the point on
the vesting schedule set forth in Subsection (a) that he had attained
immediately before the Plan ceased to be a Top-Heavy Plan until he has
sufficient years of Vesting Service to have a greater vested percentage under
the schedule in Section 9.1.
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(c) Special Election of Vesting Schedule. Each
------------------------------------
Participant who has at least five years of Vesting Service (three years of
Vesting Service, beginning on January 1, 1989) when the Plan ceases to be a Top-
Heavy Plan may elect to continue to have his vested percentage computed under
the Plan in accordance with the vesting schedule set forth in Subsection (a).
The period during which the election may be made shall commence on the date on
which the Participant is informed that the Plan is no longer a Top-Heavy Plan
and shall end 60 days thereafter.
C.5 $200,000 Limit. For each Plan Year beginning before January
--------------
1, 1989 in which the Plan is a Top-Heavy Plan, the compensation of a Participant
for purposes of accruing a benefit under the Plan for that Plan Year shall not
exceed $200,000 (as adjusted in accordance with section 416(d) of the Code). In
the case of a Plan Year which is less than 12 months long in which the Plan is a
Top-Heavy Plan, compensation shall exclude total taxable income of any
Participant in excess of the amount determined by multiplying $200,000 (as
adjusted) by a fraction, the numerator of which is the number of full calendar
months in the short Plan Year and the denominator of which is 12.
C.6 Social Security. For each Plan Year in which it is a
---------------
Top-Heavy Plan, the Plan must meet the requirements of this Article without
regard to any Social Security or similar contributions or benefits.
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C.7 Adjustment to Maximum Allocation Limitation.
-------------------------------------------
(a) For each Plan Year in which the Plan is (1) a Super
Top-Heavy Plan or (2) a Top-Heavy Plan and the IKON Committee does not make the
election described in Subsection (b) and for which a similar election has not
been made as to another plan in the Aggregation Group, the 1.25 factor in the
defined benefit and defined contribution fractions described in Appendix B shall
be reduced to 1.0. The adjustment described in this Subsection shall not apply
to any Participant during any period in which the Participant earns no
additional accrued benefit under any defined benefit plan and has no employer
contributions, forfeitures, or voluntary contributions allocated to his accounts
under any defined contribution plan.
(b) If, in any Plan Year in which the Plan is a Top-Heavy
Plan but not a Super Top-Heavy Plan, the Aggregation Group described in Section
C.2(a)(1) and (2) also includes a defined benefit plan, the IKON Committee may
elect to use a factor of 1.25 in computing the denominator of the defined bene
fit and defined contribution fractions described in Appendix B. In the event of
such an election, the minimum Employer contribution described in Section
C.3(a)(1) for each Non-Key Employee who is not covered by a defined benefit plan
shall be increased from three percent (3%) to four percent (4%), and the minimum
benefit described in Section C.3(c) for each Non-Key Employee who is
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covered by a defined benefit plan shall be the increased minimum benefit
provided under the defined benefit Top-Heavy Plan.
(c) In the case of any Top-Heavy Plan to which Section
B.4(e)(1) of Appendix B applies, "$41,500" shall be substituted for "$51,875" in
the calculation of the numerator of the transition fraction.
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APPENDIX D
DETERMINATION OF HIGHLY COMPENSATED EMPLOYEES
---------------------------------------------
D.1 Introduction. Highly Compensated Employees for a given
------------
Plan Year shall be the employees who are described below. The determination as
to whether an employee is a Highly Compensated Employee shall be made in
accordance with section 414(q) of the Code and the regulations thereunder and
shall be made on a Plan Year basis. For the purpose of determining which
employees are Highly Compensated Employees for the first Plan Year, the
provisions of this Appendix shall be treated as if they were in effect during
1996.
D.2 Determination. "Highly Compensated Employee" shall mean any
-------------
employee of an Employer or an Affiliated Company who:
(a) was at any time during either the Determination Year
or the Look-Back Year a five-percent (5%) owner (as defined in section
416(i)(1)(B) of the Code); or
(b) (1) was in the Top-Paid Group for the Look-Back Year,
if the Board of Directors elects to have this condition apply, and (2) had
Income during the Look-Back Year which is in excess of $80,000 (as adjusted for
cost-of-living increases).
Employees who are non-resident aliens who receive no U.S.-source
income from any Employer or Affiliated Company shall not be treated as employees
for the purpose of this Section.
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D.3 Definitions. The following definitions shall supplement
-----------
those set forth in Article II of the Plan:
(a) "Determination Year" shall mean the Plan Year for which
------------------
the determination of Highly Compensated Employees is being made.
(b) "Look-Back Year" shall mean the 12 months preceding the
--------------
Determination Year.
(c) "Top-Paid Group" shall mean the group consisting of
--------------
the top twenty percent (20%) of employees of all Employers and Affiliated
Companies for the Look-Back Year, when employees are ranked on the basis of
their Income for the Look-Back Year. Solely for purposes of determining the
number of employees to be included in such group, the following employees shall
not be counted:
(1) employees who have not completed six months of
employment by the end of the Look-Back Year;
(2) employees who normally work fewer than 17 1/2
hours per week;
(3) employees who normally work not more than six
months during any year;
(4) employees who have not attained age 21 by the end
of the Look-Back Year.
Employees covered by a collective bargaining agreement shall be
counted in determining the number of employees to be included in the Top-Paid
Group unless ninety percent (90%) or
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more of the employees of all Employers and Affiliated Companies are covered by
collective bargaining agreements and this Plan covers only employees who are not
covered by collective bargaining agreements. In such a case, employees covered
by a collective bargaining agreement shall not be counted in determining the
number of employees to be included in the Top-Paid Group.
D.4 Highly Compensated Former Employees. For a given
-----------------------------------
Determination Year, an individual is a Highly Compensated Former Employee if he
separated from service before the first day of the Determination Year and if he
was a Highly Compensated Employee (as determined under Section D.2) during
either (a) the year he separated from service or (b) any Determination Year
ending on or after his 55th birthday.
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APPENDIX E
QUALIFIED NONELECTIVE CONTRIBUTIONS
AND
QUALIFIED MATCHING CONTRIBUTIONS
------------------------------------
E.1 Qualified Nonelective Contributions and Qualified Matching
----------------------------------------------------------
Contributions.
- -------------
(a) If the Administrator determines that the Plan does not
satisfy the ADP Test and/or the ACP Test, the Employers may make Qualified
Nonelective Contributions to be allocated among the QNEC Accounts of the
Eligible Employees who are not Highly Compensated Employees.
(b) In addition to or instead of making Qualified Matching
Contributions, the Employers may make Qualified Matching Contributions to be
allocated among the QMAC Accounts of the Participants who are not Highly
Compensated Employees.
(c) Allocation of Qualified Nonelective Contributions and
Qualified Matching Contributions shall be in accordance with Section E.2.
E.2 Allocation to QNEC and QMAC Accounts.
------------------------------------
(a) Qualified Nonelective Contributions shall be allocated
to the QNEC Accounts of the Eligible Employees who are not Highly Compensated
Employees in the Plan Year for which the Qualified Nonelective Contributions are
made. Qualified Nonelective Contributions shall be allocated to the QNEC
Account of each such Eligible Employee in the proportion that his Compensation
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for the Plan Year bears to the Compensation of all such Eligible Employees for
the Plan Year.
(b) Qualified Matching Contributions shall be allocated to
the QMAC Accounts of the Participants who are not Highly Compensated Employees
in the Plan Year for which the Qualified Matching Contributions are made.
Qualified Matching Contributions shall be allocated to the QMAC Account of each
such Participant in the proportion that his Basic Contributions for the Plan
Year bears to the Basic Contributions of all such Participants for the Plan
Year.
E.3 Use of Qualified Nonelective Contributions and Qualified
--------------------------------------------------------
Matching Contributions.
- ----------------------
(a) As provided in Section A.3(b)(2), Qualified Matching
Contributions and Qualified Nonelective Contributions included in the numerator
of the Individual Deferral Percentage to help the Plan satisfy the ADP Test
shall in no event be included in the numerator of the Individual Contribution
Percentage.
(b) As provided in Section A.6(b)(2), Qualified Matching
Contributions and Qualified Nonelective Contributions included in the numerator
of the Individual Contribution Percentage to help the Plan satisfy the ACP Test
shall in no event be included in the numerator of the Individual Deferral
Percentage.
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<PAGE>
APPENDIX F
PARTICIPATING COMPANIES
(AS OF JANUARY 1, 1997)
-----------------------
IKON Office Solutions, Inc.
The Computer Group, Inc.
Executive Automation Consultants, Inc.
Real World Systems, Inc.
Kenwood Associates, Inc.
HBM Technology Group, Inc.
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<PAGE>
AMENDMENT NO. 8
TO THE
IKON OFFICE SOLUTIONS, INC.
RETIREMENT SAVINGS PLAN
WHEREAS, IKON Office Solutions, Inc. ("IKON") sponsors and maintains the
IKON Office Solutions, Inc. Retirement Savings Plan (the "Plan") for the benefit
of certain of its employees; and
WHEREAS, IKON now wishes to amend the Plan to provide for immediate vesting
under certain circumstances involving a change in control;
NOW, THEREFORE, the Plan is hereby amended, effective January 1, 1998, as
follows:
I. Article Two is amended by the addition of the following Section 2.15A:
2.15A "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 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 directors
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
<PAGE>
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 of 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 (1) aggregating more
than 50% of the assets (measured by either book value or fair market value)
or (2) 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.
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<PAGE>
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
(1) IKON or any of its affiliates (as defined in Rule 12b-2 promulgated
under the Exchange Act), (2) a trustee or other fiduciary holding
securities under an employee benefit plan of IKON or any of its affiliates,
(3) an underwriter temporarily holding securities pursuant to an offering
of such securities, or (4) a corporation owned, directly or indirectly, by
the shareholders of IKON in substantially the same proportions as their
ownership of IKON stock.
II. Section 9.1 is amended by the addition of the following new Subsection
(h):
(h) Effective January 1, 1998, a Participant shall be fully
vested in his Employer Account if his employment with IKON or a division or
subsidiary of IKON (or any successor thereto) terminates because of
involuntary termination or constructive discharge at any time within two
years of a Change in Control.
IN WITNESS WHEREOF, IKON has authorized its duly appointed officers to
execute this Amendment No. 8 this 11th day of March, 1998.
IKON OFFICE SOLUTIONS, INC.
SIGNED: /s/ Karin M. Kinney
----------------------------
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