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EXHIBIT 99.1
AMENDMENT NO 10
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 in order to comply with certain
requirements of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, the Plan is hereby amended, effective January 1, 1997, as
follows:
I. Section 2.20 is amended in its entirety to provide as follows:
2.20 "Employee" shall mean any permanent employee of an Employer.
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Section 3.7 describes the conditions under which an employee shall be
considered "permanent."
The term Employee shall not include:
(a) any person covered by a collective bargaining agreement,
unless he is covered by a collective bargaining agreement that specifically
provides for his participation hereunder; or
(b) any person who is a leased employee or an independent
contractor, whether such person is later determined to be a common-law
employee by the Internal Revenue Service or the courts, or not.
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.
II. Section 3.3 is amended in its entirety to provide as follows:
3.3 Participation After Reemployment. A Participant whose employment
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is terminated and who is later reemployed as an Employee shall resume his
participation in the Plan as of the date of his reemployment, and
contributions shall resume as soon as administratively practicable after
his reemployment.
III. Article III is amended by adding the following new Section 3.7:
3.7 Permanent Employee.
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(a) As provided in Section 2.20, an employee of an Employer must
be a "permanent" employee to be an Employee eligible to participate in this
Plan. This Section describes the conditions under which an employee of an
Employer shall be considered "permanent."
(b) An employee of an Employer is considered "permanent" if he
is expected to complete 500 or more Hours of service during the 12-month
period that begins with his date of hire. Under this definition, any person
hired as a full-time employee of an Employer, and any person hired by an
Employer to work 10 or more hours perweek on a regular part-time basis,
shall immediately be a permanent employee.
(c) If an employee is not considered "permanent" within the
meaning of Subsection (b) when he is first hired by an Employer, he shall
nevertheless be considered permanent as of the end of the 12-month period
that begins with his date of hire, if he is credited with 500 or more Hours
of Service during that 12-month period. If he is not credited with 500 or
more Hours of Service during his initial 12
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months of employment, the employee shall be considered permanent as of the
end of any Plan Year in which he is credited with 500 or more Hours of
Services. The first Plan Year in which the employee shall have the
opportunity to meet this requirement shall be the Plan Year that includes
the first anniversary of his date of hire. For the purposes of this
Subsection, an employee shall be credited with Hours of Service for any
period after August 4, 1993 during which he is absent from work on unpaid
leave under the Family and Medical Leave Act of 1993.
IV. Section 8.2 (c) is amended to provide as follows:
(c) (1) A married Participant's election of an annuity form of
benefit (as described in Subsection (a) (2), (a) (3), or (a) (4)) shall be
given effect only if the Participant's Spouse consents to his chosen form
of benefit (an, if applicable, his beneficiary) in the form and manner
described in Section 8.3A.
(2) Section 8.3A shall be applied to a married Participant
who elects an annuity form of benefit without regard to the references to
"a DCP Account" that Section 8.3A contains.
V. Section A.1 of Schedule A is amended by adding the following new
Subsections (f), (g), (h), and (i):
(f) "ACP of the HCEs" shall mean, for a given Plan
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Year, the Actual Contribution Percentage for the group of
Eligible Employees who are Highly Compensated Employees in the
Plan Year.
For purposes of the Multiple use test set forth in Section
A.9, the ACP of the HCEs shall be determined as provided in
Section A.9 (c).
(g) "ACP of the NHCEs" shall mean, for a given Plan
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Year, the Actual Contribution Percentage for:
(1) The group of Eligible Employees who are not
Highly Compensated Employees in the Plan Year, if the "current
year testing method" (as defined in IRS Notice 98-1) is being
used for the ACP Test; or
(2) 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, if the "prior year testing
method" (as defined in IRS Notice 98-1) is being used for the ACP
Test. Where the "prior year testing method" is being used, the
ACP of the NHCEs is fixed as of the end of the preceding Plan
Year; it is not adjusted for any ensuing change in any
individual's employment status (but may be adjusted if the
Employer makes Qualified Matching Contributions and/or Qualified
Nonelective Contributions on behalf of non-highly compensated
Eligible Employees).
(h) "ADP of the HCEs" shall mean, for a given Plan
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Year, the Actual Deferral Percentage for the group of Eligible
Employees who are Highly Compensated Employees in that Plan Year.
For purposes of the multiple use test set forth in
Section A.9, the ADP of the HCEs shall be determined as provided
in Section A.9 (c).
(i) "ADP of the NHCEs" shall mean, for a given
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Plan Year, the Actual Deferral percentage for:
(1) the group of Eligible Employees
who are not Highly Compensated Employees in the Plan Year, if the
"current year testing method" (as defined in IRS Notice 98-1) is
being used for the ADP Test; or
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(2) 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, if the "prior year
testing method" (as defined in IRS Notice 98-1) is being used for
the ADP Test. Where the "prior year testing method" is being
used, the ADP of the NHCEs is fixed as of the end of the
preceding Plan Year; it is not adjusted for any ensuing change in
any individual's employment status (but may be adjusted if the
Employer makes Qualified Nonelective Contributions and/or
Qualified Matching Contributions on behalf of non-highly
compensated Eligible Employees).
VI. Section A.3 (a) of Schedule A is amended to provide as follows:
A.3 Actual Deferral Percentage Test.
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(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 anytime during a given Plan Year. For the 1997 Plan Year, the "prior
year testing method" (as defined in IRS Notice 98-1) shall be used for the
ADP Test. The Plan shall be amended to specify the testing method to be
used in the 1998 Plan Year and subsequent Plan Years.
(2) The Plan satisfies the ADP Test at a given point in
time if it satisfies on of the two tests described below.
(A) The Plan satisfies the ADP Test if the ADP of
the HCEs is not more than the ADP of the NHCEs multiplied by 1.25.
(B) The Plan satisfies the ADP Test if:
(i) the ADP of the HCEs does not exceed the
ADP of the NHCEs by more than two percentage points, and
(ii) the ADP of the HCEs is not more than the
ADP of the NHCEs multiplied by 2.0.
VII. Section A.3 (d) of Schedule A is amended to provide as follows:
(d) (1) Subsections (b) (4) and (c) notwithstanding, plans (or
portions of plans) that must disaggregated pursuant to Section A.10 shall
in no event be aggregated.
(2) The Plan may be permissively disaggregated for testing
purposes as provided in Section A.10(c).
VIII. Section A.5 of Schedule A is amended by adding the following new
Subsection (f):
(f) Any Matching Contributions which are attributable to Excess
Contributions and which are not Excess Aggregate Contributions shall be
forfeited and shall be used in the future as Matching Contributions.
IX. Section A.6 (a) of Schedule A is amended to provide as follows:
A.6 Actual Contribution Percentage Test.
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(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 anytime during a given Plan Year. For the 1997 Plan Year, the "prior
year testing method" (as defined in IRS Notice 98-1) shall be used for the
ACP
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Test. The Plan shall be amended to specify the testing method to be used in
1998 Plan Year and subsequent Plan Years.
(2) The Plan satisfies the ACP Test at a given point in time if
it satisfies on of the two tests described below.
(A) The Plan satisfies the ACP Test if the ACP of the HCEs
is not more than the ACP of the NHCEs multiplied by 1.25.
(B) The Plan satisfies the ACP Test if:
(i) the ACP of the HCEs does not exceed the ACP of the
NHCEs by more than two percentage points, and
(ii) the ACP of the HCEs is not more than the ACP of
the NHCEs multiplied by 2.0.
X. Section A.6 (d) of Schedule A is amended in its entirety to provide as
follows:
(d) (1) Subsections (b) (4) and (c) notwithstanding, plans (or
portions of plans) that must be disaggregated pursuant to Section A.10
shall in no event be aggregated.
(2) The Plan may be permissively disaggregated for testing
purposes as provided in Section A.10(c).
XI. Section A.9 of Schedule A is amended in its entirety to provide as
follows:
A.9 Multiple Use Test.
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(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 satisfied the multiple use test if
the sum of the ADP of the HCEs and the ACP of the HCEs does not exceed the
aggregate limit described in Subsection (b).
(2) For a given Plan Year, the Plan automatically 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) (B), and (B) satisfies
the ACP Test by means of the test described in Section A.6 (a) (2) (B).
(b) The aggregate limit for a given Plan Year is the
greater of the amounts described in paragraphs (1) and (2) below:
(1) This amount is the sum of (A) and (b):
(A) one hundred twenty-five percent (125%) of the
greater of (i) the ADP of the NHCEs or (ii) the ADP of the NHCEs;
plus
(B) two percentages points plus the lesser of (i)
the ADP of the NHCEs or (ii) the ACP of the NHCEs. In no event, however,
shall the amount determined under this clause (B) be more than twice the
lesser of the ADP of the NHCEs or the ACP of the NHCEs.
(2) This amount is the sum of (A) and (B):
(A) one hundred twenty-five percent (125%) of the
lesser of (i) the ADP of the NHCEs or (ii) the ACP of the NHCEs;
plus
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(B) two percentages points plus the greater of (i) the ADP
of the NHCEs or (ii) the ACP of the NHCEs. In no event, however, shall the
amount determined under this clause (B) be more than twice the greater of
the ADP of the NHCEs or the ACP of the NHCEs.
(c) For purposes of the multiple use test, the ADP of the HCEs
and the ACP of the HCEs shall be determined after any corrective
distributions of Excess Deferrals, Excess Contributions, and Excess
Aggregate Contributions have been made. The ADP of the HCEs shall be deemed
to equal the highest permitted Individual Deferral Percentage for the Plan
Year, and the ACP of the HCEs shall be deemed to Equal the highest
permitted Individual Contributions Percentage for the Plan Year.
(d) If the Plan does not satisfy the multiple use test as of the
last day of the given Plan Year, the ADP of the HCEs and, to the extent
necessary, the ACP of the HCEs shall be reduced by the process described in
Sections A.5 and A.8.
XII. Section A.10 of Schedule A is amended by adding the following new
Subsection (c):
(c) For any Plan Year, the Plan may be disaggregated into
component plan as described in Treas. Reg. (S)1.410 (b)-6 (b) (3). If the
Plan is permissively dissaggregated in this fashion, each component plan
must separately pass the ADP Test, the ACP Test, and the multiple use test
and must separately satisfy the coverage requirement of section 410 (b) of
the Code.
XIII. Section E.1 of Schedule E is amended in its entirety to provide as
follows:
E.1 QNECs and QMACs.
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(a) If the Administrator determines that the Plan does not
satisfy the ADP Test and/or the ACP Test, the Employers may make Qualified
Nonelevtive Contributions to be allocated among the Before-Tax Accounts of
the Eligible Employees who are not Highly Compensated Employees.
(b) In addition or instead of making Qualified Nonelective
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) (1) Qualified Nonelective Contributions and Qualified
Matching Contributions shall be allocated in accordance with Section E.2
and shall be used to increase the ADP of the NHCEs and/or the ACP of the
NHCEs.
(2) If the "prior year testing method" (as defined in
IRS Notice 98-1) is used for the ADP Test and the ACP Test, any Qualified
Nonelective Contributions and/or Qualified Matching Contributions that the
Employer makes must be remitted to the Trustee for deposit in the Fund by
the last day of the Plan Year for which the Plan does not satisfy on or
both of the tests. The Qualified Nonelective Contributions and/or Qualified
Matching Contributions shall then be allocated as of the last day of the
preceding Plan Year.
IN WITNESS WHEREOF, IKON has authorized its duly appointed officers to
execute this Amendment No. 10 this ____ day of ____, 19__.
[SEAL] IKON OFFICE SOLUTIONS, INC.
By:_________________________
Attest :___________________
Witness
