Exhibit 99.3
2000 IKON OFFICE SOLUTIONS, INC.
EMPLOYEE STOCK OPTION PLAN
ARTICLE I
Purpose
The purpose of this 2000 IKON Office Solutions, Inc. Employee
Stock Option Plan (the "Plan") is to enable IKON Office Solutions, Inc. (the
"Company") to offer employees 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 "Board" shall mean the Board of Directors of the Company.
2.2 "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 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.
2.3 "Code" shall mean the Internal Revenue Code of 1986, as
amended.
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2.4 "Committee" shall mean a committee appointed by the Board to
administer the Plan, consisting of two or more directors, each of whom is a
"nonemployee 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.
2.5 "Common Stock" shall mean the Common Stock, no par value, of
the Company.
2.6 "Company" shall mean IKON Office Solutions, Inc.
2.7 "Exchange Act" shall mean the Securities Exchange Act of
1934, as the same may be amended from time to time.
2.8 "Executive Officer" shall have the meaning set forth in Rule
16a-1(f) Exchange Act.
2.9 "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.
2.10 "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.
2.11 "Nonqualified Stock Option" shall mean any Stock Option
awarded under this Plan that is not an Incentive Stock Option.
2.12 "Participant" shall mean a person to whom an Option has been
granted under this Plan.
2.13 "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.
2.14 "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, or, in the Board's discretion, by the Board. Any references
hereinafter to the Committee shall, in the event that the Board determines that
it will administer the Plan, be deemed to be references to the Board.
3.2 Awards. The Committee shall have full authority to grant
Stock Options to persons eligible under Article V, including the authority:
(a) to select the persons to whom Stock Options may from
time to time be granted;
(b) to determine whether and to what extent Incentive
Stock Options or Nonqualified Stock Options, or any combination thereof, are to
be granted to one or more persons eligible to receive Options under Article V;
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(c) to determine the number of shares of Common Stock to
be covered by each Option granted; and
(d) to determine the terms and conditions, not
inconsistent with the terms of this Plan, of 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 and any
conditions under which the exercisability of the Option 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
Option 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 Option 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 5,000,000 (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
any Option granted under this Plan expires, terminates or is cancelled for any
reason without having been exercised in full, the number of unpurchased 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 Options 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 the price for
each shares subject to any 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
Eligibility
5.1 Employees. Eligible persons include employees of IKON or any
of its subsidiaries, provided, however, that Executive Officers of the Company
shall not be eligible to be granted options pursuant to the Plan. An participant
who has received options pursuant to the Plan and who thereafter becomes an
Executive Officer (while such options remain outstanding) shall continue to
participate in the Plan in accordance with the terms of the Plan and the
applicable option award, but shall not be eligible to receive any grants of new
options pursuant to the Plan.
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ARTICLE VI
Stock Options
6.1 Options. Each Stock Option granted under this Plan shall be
either an Incentive Stock Option or a Nonqualified Stock Option.
6.2 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. The
Stock Option award document 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 if the Stock Option is
intended to be an Incentive Stock Option.
(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, at any
time after the date of grant, based on such factors as the Committee shall, in
its sole discretion, deem appropriate.
(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: 1) delivering cash or a check payable to the order of the
Company prior to the delivery of the shares, 2) making arrangements for a
broker-assisted exercise (in which the broker forwards the exercise price), or
3) 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.
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(f) Termination of Employment. Unless otherwise
determined by the Committee, or provided in the particular Stock Option award or
in an employment contract approved by the Board, 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
an employee 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
an employee 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 an employee 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 Section 2.2 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, provided, however, that, unless otherwise required by law, and
subject to Article IV, the rights of a Participant with respect to Options
granted prior to such termination or amendment may not be materially impaired
without the consent of such Participant, except as otherwise provided in the
Plan.
7.2 Amendment of Options. The Committee may amend the terms of
any outstanding Option, prospectively or retroactively, but no such amendment or
other action by the Committee shall materially impair the rights of any holder
without the holder's consent, except as otherwise provided in the Plan.
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ARTICLE VIII
General Provisions
8.1 Nonassignment. Except as otherwise provided in this Plan,
Options 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.
8.3 Other Plans. Nothing contained in this Plan shall prevent the
Board or the Company from adopting other or additional compensation
arrangements, subject to shareholder approval if such approval is required or
desired; 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 Option shall give any Participant or employee any right with respect to
continuation of any employment relationship with the Company or any 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, 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 unless and until the shares are listed on the New York
Stock Exchange, and the right to exercise any Option 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 upon exercise of an
Option is or may in 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 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 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.
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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.
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 Plan Administrators. No member or former member
of the Committee or Plan Administrator shall be liable, in the absence of bad
faith or willful misconduct, for any act or omission with respect to service on
the Committee or as Plan Administrator. Such service shall constitute service as
a director or employee of the Company entitling such person to indemnification
and reimbursement as a director or employee of the Company pursuant to its Code
of Regulations.
8.10 Other Benefits. The grant of an Option shall not be deemed
compensation for purposes of computing benefits under any retirement plan nor
affect any benefits under any other 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 Board, the Company
shall bear all expenses incurred in administering this Plan, including expenses
of issuing Common Stock upon the exercise of Options.
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.
ARTICLE X
Term of Plan
10.1 Term. No Stock Option shall be granted pursuant to this Plan
on or after October 20, 2009, but Options granted prior to such date may extend
beyond that date.
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IKON Office Solutions, Inc.
By:______________________
Title:_____________________
