Exhibit 99.2
2000 IKON OFFICE SOLUTIONS, INC.
EXECUTIVE INCENTIVE PLAN
ARTICLE I
PURPOSE
The purpose of this 2000 IKON Office Solutions, Inc. Executive Incentive
Plan (the "Plan") is to enable IKON Office Solutions, Inc. (the "Company") to
offer key executives, including but not limited to, executive officers of the
Company and its subsidiaries equity interests in the Company, thereby
attracting, retaining and rewarding such persons, and strengthening the
mutuality of interests between such persons and the Company's shareholders.
ARTICLE II
DEFINITIONS
For purposes of this Plan, the following terms shall have the following
meanings:
2.1 "Award," "Stock Option Award," or "Restricted Stock Award" shall mean
the award document evidencing the grant of an Option or Restricted Stock Award
and the terms and conditions of such grant.
2.2 "Board" shall mean the Board of Directors of the Company.
2.3 "Change-in-Control" shall mean any of the following events:
(a) any Person, together with its affiliates and associates (as such
terms are used in Rule 12b-2 of the Exchange Act), is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of 15% or more of the then outstanding shares of
the Company's 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
October 20, 1999, constituted the Board of Directors of the Company and any
new director whose appointment or election by the Board or nomination for
election by the Company's shareholders was approved by a vote of at least a
majority of the directors then still in office who either were directors of
the Company on October 20, 1999 or whose appointment, election or
nomination for election was previously so approved; or
(c) the Company consolidates with, or merges with or into, any other
Person (other than a wholly owned subsidiary of the Company), or any other
Person consolidates with, or merges with or into, the Company, and, in
connection therewith, all or part of the outstanding shares of Common Stock
shall be changed in any way or converted into or exchanged for stock or
other securities or cash or any other property; or
(d) a transaction or series of transactions in which, directly or
indirectly, the Company shall sell or otherwise transfer (or one or more of
its subsidiaries shall sell or otherwise transfer) assets (i) aggregating
more than 50% of the assets (measured by either book value or fair market
value) or (ii) generating more than 50% of the operating income or cash
flow of the Company 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 the Company's
Common Stock immediately prior to such transaction or series of transactions own
a majority of the
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outstanding voting shares and in substantially the same proportion in an entity
which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.
2.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.5 "Committee" shall mean a committee appointed by the Board to administer
the Plan, consisting of two or more directors, each of whom is a "non-employee
director" as defined in Rule 16b-3 under the Exchange Act and an "outside
director" as defined in regulations under Section 162(m) of the Code.
2.6 "Common Stock" shall mean the Common Stock, no par value, of the
Company.
2.7 "Company" shall mean IKON Office Solutions, Inc.
2.8 "Exchange Act" shall mean the Securities Exchange Act of 1934, as the
same may be amended from time to time.
2.9 "Executive Officer" shall mean any executive officer (as such term is
defined under Rule 16a-1(f) of the Securities and Exchange Act of 1934) or any
other individual designated by the Company as an executive officer.
2.10 "Fair Market Value" as of any date shall mean, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, the closing sales price of a share of Common Stock for the
applicable trading day as reported on the New York Stock Exchange Composite
Tape.
2.11 "Incentive Stock Option" shall mean any Stock Option awarded under
this Plan intended to be and designated as an "Incentive Stock Option" within
the meaning of Section 422 of the Code or any successor section.
2.12 "Nonqualified Stock Option" shall mean any Stock Option awarded under
this Plan that is not an Incentive Stock Option.
2.13 "Participant" shall mean a person to whom an Award has been granted
under this Plan.
2.14 "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its Affiliates (as
defined in Rule 12b-2 promulgated under the Exchange Act), (ii) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or any of its Affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of the Company's stock.
2.15 "Restricted Stock Award" shall mean the right to receive shares of the
Company's Common Stock granted pursuant to Article VI.
2.16 "Stock Option" or "Option" shall mean any option to purchase shares of
Common Stock granted pursuant to Article VI.
ARTICLE III
ADMINISTRATION
3.1 The Committee. The Plan shall be administered and interpreted by the
Committee. The Committee may from time to time appoint a plan administrator to
carry out the day-to-day duties and responsibilities relating to the Plan.
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3.2 Awards. The Committee shall have full and sole authority to grant
Awards to persons eligible under Article V, including the authority:
(a) to select the persons to whom Awards may from time to time be
granted;
(b) to determine whether and to what extent Restricted Stock Awards,
Incentive Stock Options or Nonqualified Stock Options, or any combination
thereof, are to be granted to one or more persons eligible to receive
Awards under Article V;
(c) to determine the number of shares of Common Stock to be covered by
each Award; and
(d) to determine the terms and conditions, not inconsistent with the
terms of this Plan, of any Restricted Stock Award or any Option granted
(including, but not limited to, the exercise price of the Option, the term
of the Option, any restriction or limitation affecting the exercisability
of the Option or vesting of the Restricted Stock Award and any conditions
under which the exercisability of the Option or vesting of the Restricted
Stock Award will be accelerated).
3.3 Guidelines. Subject to Article VII hereof, the Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing this Plan as it shall, from time to time, deem advisable; to
interpret the terms and provisions of this Plan and any Award granted under this
Plan (and any agreements relating thereto); and to otherwise supervise the
administration of this Plan. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in this Plan or in any Award in the
manner and to the extent it shall deem necessary to carry this Plan into effect.
3.4 Decisions Final. Any decision, interpretation or other action made or
taken in good faith by the Committee arising out of or in connection with the
Plan shall be final, binding and conclusive on the Company, all employees and
Participants and their respective heirs, executors, administrators, successors
and assigns.
ARTICLE IV
SHARE LIMITATIONS
4.1 Shares. The maximum aggregate number of shares of Common Stock that may
be issued under this Plan shall be 1,000,000 (subject to any increase or
decrease pursuant to Section 4.3), which may be either authorized and unissued
Common Stock or issued Common Stock reacquired by the Company. If and to the
extent any Option or Restricted Stock Award granted under this Plan expires,
terminates, or is cancelled, exchanged or surrendered for any reason without
having been issued as Common Stock, the number of unissued shares shall again be
available for the purposes of the Plan.
4.2 Individual Limit. The maximum aggregate number of shares with respect
to which Awards may be granted to any individual during any fiscal year shall be
500,000 (subject to increase or decrease pursuant to Section 4.3).
4.3 Adjustments. In the event of any stock dividend, stock split,
combination of shares, merger, consolidation, reorganization, spin-off, or
recapitalization affecting the outstanding shares of Common Stock (the "Event"),
the maximum number and kind of shares that may be issued under the Plan, the
number and kind of shares subject to then outstanding Options and/or Restricted
Stock Awards, and the price for each share subject to then outstanding Options
shall be appropriately and equitably adjusted as necessary to maintain the same
proportionate number of shares as existed immediately prior to the Event and the
same aggregate option price. No fractional shares will be issued under the Plan
on account of any such adjustments.
ARTICLE V
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ELIGIBILITY
5.1 Eligible Persons Key executives of the Company and its subsidiaries,
including, but not limited to, Executive Officers of the Company or any
subsidiary of the Company, are eligible to be granted Options and Restricted
Stock Awards in accordance with the terms of this Plan.
ARTICLE VI
STOCK OPTIONS AND RESTRICTED STOCK
6.1 Options. Each Stock Option granted under this Plan shall be either an
Incentive Stock Option or a Nonqualified Stock Option.
6.2 Option Grants. The Committee shall have the authority to grant to any
person eligible under Article V one or more Incentive Stock Options,
Nonqualified Stock Options, or both types of Stock Options. To the extent that
any Stock Option does not qualify as an Incentive Stock Option (whether because
of its provisions or the time or manner of its exercise, the optionee's
employment status or otherwise), such Stock Option or the portion thereof which
does not qualify as an Incentive Stock Option shall constitute a separate
Nonqualified Stock Option.
6.3 Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be exercised, so as to disqualify the Plan under Section
422 of the Code, or, without the consent of the Participant affected, to
disqualify any Incentive Stock Option under such Section 422, except as provided
in Section 6.4 hereof.
6.4 Terms of Options. Options granted under this Plan shall be subject to
the following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Committee shall
deem desirable:
(a) Stock Option Award. Each Stock Option shall be evidenced by, and
subject to the terms of, a Stock Option Award document, which shall specify
whether the Option is an Incentive Stock Option or a Nonqualified Stock
Option, the number of shares of Common Stock subject to the Stock Option,
the option price, the option term, and the other terms and conditions
applicable to the Stock Option.
(b) Option Price. The option price per share of Common Stock purchasable
upon exercise of a Stock Option shall be determined by the Committee at the
time of grant, but shall be not less than 100% of the Fair Market Value of
the Common Stock on the date of grant. Without the prior approval of the
Company's shareholders, options granted under the Plan will not be
repriced, replaced or regranted through cancellation (other than upon
forfeiture or expiration of an unexercised option), or by lowering the
option exercise price of a previously granted award (except as may be
necessary to refelect appropriate and equitable adjustments as provided in
Section 4.3 hereof). The foregoing sentence of the Plan shall not be
modified or amended without the prior approval of the Company's
shareholders.
(c) Option Term. The term of each Stock Option shall be fixed by the
Committee at the time of grant, but shall not be exercisable more than ten
years after the date of grant if the Stock Option is intended to be an
Incentive Stock Option.
(d) Exercisability. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by
the Committee at the time of grant; provided, however, that the Committee
may waive any vesting provisions, in whole or in part and may accelerate
the exercisability of any or all outstanding Stock Option Awards, at any
time after the date of grant, based on such factors as the Committee shall,
in its sole discretion, deem appropriate.
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(e) Method of Exercise. Subject to such vesting provisions as may be
imposed by the Committee, Stock Options may be exercised in whole or in
part at any time during the option term, by giving written notice of
exercise to the Company specifying the number of shares of Common Stock to
be purchased and the option price for such shares. The option exercise
price shall be paid in full by: i) delivering cash or a check payable to
the order of the Company prior to the delivery of the shares, ii) making
arrangements for a broker-assisted exercise (in which the broker forwards
the exercise price), or iii) making payment using shares of Common Stock
owned by the optionee for at least six months preceding the exercise date.
Upon exercise of the Option, a stock certificate or stock certificates
representing the number of shares of Common Stock to which the Participant
is entitled shall be delivered to the Participant (or, for broker-assisted
exercises, to the broker). A Participant shall not be deemed to be the
holder of Common Stock, or to have the rights of a holder of Common Stock,
with respect to shares subject to the Option, unless and until a stock
certificate representing such shares of Common Stock is issued to the
Participant.
(f) Termination of Employment. Unless otherwise determined by the
Committee, or provided in the particular Stock Option Award, Stock Options
held by a Participant who ceases to be an employee of the Company and its
subsidiaries shall be exercisable as follows:
(i) In the case of a Participant who ceases to be employed by the
Company because of death, all Options that were outstanding on the
date of the Participant's death may be exercised by the legal
representative of the Participant's estate for a period of one year
after the date of death or until the expiration of the stated term of
the Option, whichever period is shorter.
(ii) In the case of a Participant who ceases to be employed by
the Company because of total disability, all Options that were
outstanding on the date of total disability may be exercised by the
Participant for a period of one year after such date or until the
expiration of the stated term of the Option, whichever period is
shorter.
(iii) In the case of a Participant who ceases to be employed by
the Company for any reason other than death or total disability, all
Options that were exercisable on the date of termination of the
Participant's employment may be exercised by the Participant for a
period of three months after such date or until the expiration of the
stated term of the Option, whichever period is shorter.
(iv) Any Option not exercised during the periods specified in
Subsections (i), (ii) or (iii) shall terminate at the end of such
period; provided, however, that the Committee may extend such period,
based on such factors as the Committee shall, in its sole discretion,
deem appropriate. If an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section
422 of the Code, such Option will thereafter be treated as a
Nonqualified Stock Option.
(g) Incentive Stock Option Limitations. To the extent that the aggregate
Fair Market Value (determined as of the date of grant) of the Common Stock
with respect to which Incentive Stock Options are exercisable for the first
time by the Participant during any calendar year under the Plan and/or any
other stock option plan of the Company or any subsidiary or parent
corporation (within the meaning of Section 424 of the Code) exceeds
$100,000, such Options shall be treated as Nonqualified Stock Options.
Should the foregoing provisions not be necessary in order for the Stock
Options to qualify as Incentive Stock Options, or should any additional
provisions be required, the Board may amend this Plan accordingly.
(h) Change-in-Control. Upon a Change-in-Control, all outstanding options
shall automatically become fully exercisable. In no event will the
provisions of this Section 6.4(h) or Sections 2.2 or 4.3 be subject to
amendment or modification after a Change-in-Control has occurred.
6.5 Terms of Restricted Stock. Restricted Stock Awards granted under this
Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of this
Plan, as the Committee shall deem desirable:
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(a) Award. Each Restricted Stock Award shall be evidenced by, and
subject to the terms of, a Restricted Stock Award document, which shall
specify the number of shares of Common Stock subject to the Restricted
Stock Award and the other terms and conditions applicable to the Restricted
Stock Award.
(b) Vesting and Other Conditions. At the time the Restricted Stock Award
is granted, the Committee shall determine the vesting conditions, voting
rights, dividend rights and any other conditions applicable, if any, to the
grant. Notwithstanding the foregoing, the Committee may waive the vesting
provisions or any other provisions of any Restricted Stock Award, in whole
or in part, at any time after the date of grant, based on such factors as
the Committee shall, in its sole discretion, deem appropriate.
(c) Change-in-Control. Upon a Change-in-Control, all outstanding
Restricted Stock Award shall automatically become fully vested and shall be
distributed. In no event will the provisions of this Section 6.5(c), or
Sections 2.2 or 4.3 be subject to amendment or modification after a
Change-in-Control has occurred.
ARTICLE VII
TERMINATION OR AMENDMENT
7.1 Termination or Amendment of the Plan. The Board may at any time
terminate this Plan or amend all or any part of this Plan, prospectively or
retroactively, except as provided in Sections 6.4(b), 6.4(c) and 6.5(c) hereof;
provided, however, that unless otherwise required by law or otherwise permitted
by the Plan, the rights of a Participant with respect to Options or Restricted
Stock Awards granted prior to such termination or amendment may not be
materially impaired without the consent of such Participant.
7.2 Amendment of Awards. The Board may amend the terms of any outstanding
option, prospectively or retroactively, except as provided in Sections 6.4(b),
6.4(c) and 6.5(c) hereof; provided, however, that no such amendment or other
action by the Board shall materially impair the rights of any Participant
without the Participant's consent, except as otherwise permitted by the Plan.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Nonassignment. Except as otherwise provided in this Plan or as
determined by the Committee, Awards granted hereunder and the rights and
privileges conferred thereby shall not be sold, transferred, assigned, pledged
or hypothecated in any way (whether by operation of law or otherwise), and shall
not be subject to execution, attachment or similar process.
8.2 Legend. All certificates representing shares of Common Stock delivered
under this Plan shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is listed or traded, any applicable federal
or state securities law, and any applicable corporate law, and the Committee may
cause a legend or legends to be put on stock certificates to make appropriate
reference to such restrictions, or to any restrictions applicable to a
Restricted Stock Award.
8.3 Other Plans. Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is desired or required; and such
arrangements may be either generally applicable or applicable only in specific
cases.
8.4 No Right to Employment. Neither this Plan nor the grant of any Award
shall give any Participant or employee any right with respect to continuance of
any employment relationship with the Company or any
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subsidiary of the Company, nor shall there be a limitation in any way on the
right of the Company or a subsidiary, as the case may be, to terminate such
Participant's employment at any time.
8.5 Withholding of Taxes. The Company shall have the right, prior to
delivering a stock certificate representing the shares of Common Stock otherwise
deliverable to a Participant upon exercise of an Option or vesting of a
Restricted Stock Award, to (i) require the Participant to remit to the Company
an amount sufficient to satisfy all federal, state, local and non-U.S. tax
withholding requirements (including social security and Medicare withholding
requirements, if applicable), (ii) reduce the number of shares of Common Stock
otherwise deliverable to the Participant by an amount that would have a Fair
Market Value on the date of exercise equal to the amount of all federal, state,
local and non-U.S. taxes (including social security and Medicare taxes, if
applicable) required to be withheld, or (iii) deduct the amount of such taxes
from cash payments otherwise to be made to the Participant. In connection with
such withholding, the Committee may make such arrangements as are consistent
with this Plan as it may deem appropriate.
8.6 Listing and Other Conditions.
(a) The Company shall have no obligation to issue any shares of Common
Stock upon exercise of an Option or vesting of a Restricted Stock Award
unless and until the shares are listed on the New York Stock Exchange, and
the right to exercise any Option or receive Common Stock pursuant to a
Restricted Stock Award may be suspended until such listing has been
effected.
(b) If at any time counsel to the Company shall be of the opinion that
any sale or delivery of shares of Common Stock under this Plan is or may
under the circumstances be unlawful or result in the imposition of excise
taxes under the statutes, rules or regulations of any applicable
jurisdiction, the Company shall have no obligation to make such sale or
delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933 or otherwise
with respect to shares of Common Stock or Options, and the right to
exercise any Option or receive Common Stock pursuant to any Restricted
Stock Award shall be suspended until, in the opinion of such counsel, such
sale or delivery shall be lawful or shall not result in the imposition of
excise taxes.
(c) Upon termination of any period of suspension under this Section 8.6,
any Option or Restricted Stock Award affected by such suspension which
shall not then have expired or terminated shall be reinstated as to all
shares available before such suspension and as to shares which would
otherwise have become available during the period of such suspension, but
no such suspension shall extend the term of any Option or Restricted Stock
Award.
8.7 Governing Law. This Plan and actions taken in connection herewith shall
be governed and construed in accordance with the laws of the Commonwealth of
Pennsylvania without giving effect to the conflict of law provisions thereof.
8.8 Construction. Wherever any words are used in this Plan in the masculine
gender they shall be construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever any words are used
herein in the singular form they shall be construed as though they were also
used in the plural form in all cases where they would so apply.
8.9 Liability of Committee Members. No member or former member of the
Committee or employee plan administrator shall be liable, in the absence of bad
faith or willful misconduct, for any act or omission with respect to service as
an administrator of the Plan, which service shall constitute service as a
director or employee of the Company entitling such person to indemnification and
reimbursement as directors or employees of the Company pursuant to its Code of
Regulations.
8.10 Other Benefits. Unless otherwise required by law, the grant of any
Award shall not be deemed compensation for purposes of computing benefits under
any retirement plan nor affect any benefits under any other
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benefit plan now or hereafter in effect under which the availability or amount
of benefits is related to the level of compensation.
8.11 Costs. Unless otherwise determined by the Committee, the Company shall
bear all expenses incurred in administering this Plan, including expenses of
issuing Common Stock upon the exercise of Options and the vesting of Restricted
Stock Awards.
8.12 Severability. If any part of this Plan shall be determined to be
invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of this Plan, which shall
continue in full force and effect.
8.13 Successors. This Plan shall be binding upon and inure to the benefit
of any successor or successors of the Company.
8.14 Headings. Article and section headings contained in this Plan are
included for convenience only and are not to be used in construing or
interpreting this Plan.
ARTICLE IX
EFFECTIVE DATE OF PLAN
9.1 Effective Date. This Plan will be effective as of October 20, 1999,
subject to shareholder approval of the Plan.
ARTICLE X
TERM OF PLAN
10.1 Term. No Award shall be granted pursuant to this Plan on or after
October 20, 2009, but Options and/or Restricted Stock Awards granted prior to
such date may extend beyond that date.
IKON Office Solutions, Inc.
By:__________________________
