EX-10.4






IKON OFFICE SOLUTIONS, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

(as amended and restated, effective January 1, 2005)




1. Purpose. The purpose of the IKON Office Solutions, Inc. Executive Deferred Compensation
Plan (the “Plan”) is to permit certain eligible employees of IKON Office Solutions, Inc. (“IKON”)
to defer a portion of their salary, bonus and equity awards, and to receive such deferred amounts
at a specified time in the future. Effective March 1, 2006, IKON will make matching contributions
to the Plan for eligible employees who defer a portion of their Short Term Incentive bonus to the
Plan. Any such matching contributions will be subject to a vesting schedule and distributed in the
form of shares of IKON common stock at a specified time in the future. The Plan is intended to
constitute an unfunded deferred compensation arrangement for a select group of management or highly
compensated employees. The Plan is also intended to be maintained and operated in accordance with
the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, with respect to
those deferrals to the Plan after December 31, 2004.



2. Definition. Unless the context otherwise requires, the following words as used herein
shall have the following meanings:



(a) “Administrator” shall mean the person or persons so designated and acting under Paragraph
17 hereof.



(b) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



(c) “Compensation” shall mean all salaries, cash-based bonuses or awards payable by IKON under
any IKON bonus plan or Equity Plan, but shall not include STI. In addition, the term
“Compensation” shall not include IKON contributions under the IKON Retirement Savings Plan or any
fringe benefits.



(d) “Disability” shall mean as such term is defined in IKON’s Long-Term Disability Plan, as
amended from time to time.



(e) “Effective Date” shall mean January 1, 2005, the effective date of this amended and
restated Plan. The rights of a Participant whose participation in the Plan commenced prior to the
Effective Date and who remains a Participant on the Effective Date shall be governed by the terms
of the amended and restated Plan as set forth herein.



(f) “Election Form” shall mean an election form executed by each Participant and IKON setting
forth certain information relating to the Participant’s participation in the Plan.



(g) “Equity Plan” shall mean IKON’s 2000 Executive Incentive Plan, IKON’s Long Term Incentive
Compensation Plan, IKON’s Stock Award Plan, effective February 22, 2006, IKON’s 2006 Omnibus Equity
Compensation Plan, and any other equity-based incentive plan or arrangement established by IKON.



(h) “Equity Rights” shall mean all stock-based awards under an Equity Plan, but shall not
include any stock options.



(i) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time.



(j) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.



(k) “Group I Employee” shall mean as such term is defined in Paragraph 3 below.



(l) “Group II Employee” shall mean as such term is defined in Paragraph 3 below.



(m) “Identification Date” shall mean December 31.



(n) “IKON” shall mean IKON Office Solutions, Inc., an Ohio corporation, formerly known as Alco
Standard Corporation.



(o) “Key Employee” shall mean a Participant who is one of the following (i) an officer of IKON
having annual compensation greater than $135,000 (adjusted for inflation pursuant to Section 416(i)
of the Code and limited to the top 50 employees of IKON), (ii) a 5% owner of IKON, or (iii) a 1%
owner of IKON having annual compensation from IKON of more than $150,000, subject to such other
determinations made by the Administrator, in its sole discretion, in a manner consistent with the
regulations issued under Section 409A of the Code.



(p) “Normal Retirement Age” shall mean the Participant has both (i) attained at least age 55
and (ii) completed five years of service with IKON, which shall be based on the anniversary of the
Participant’s first day of employment with IKON or any subsidiary.



(q) “Participant” shall mean any person employed by IKON who is eligible to participate in the
Plan pursuant to Paragraph 3 below, and who has elected to participate in the Plan, or any former
employee entitled to receive a distribution under the terms of the Plan.



(r) “Plan” shall mean this IKON Office Solutions, Inc. Executive Deferred Compensation Plan,
as amended from time to time.



(s) “Plan Year” shall mean the period beginning on January 1 and ending on December 31 of each
year.



(t) “STI” shall mean a Participant’s annual bonus payable pursuant to IKON’s Short Term
Incentive program, as amended from time to time.



(u) “Separation Date” shall mean the last day on which a Participant is employed by IKON on
account of a Separation From Service.



(v) “Separation From Service” shall mean a Participant’s separation from service with IKON
within the meaning of Section 409A of the Code and the regulations issued thereunder.



(w) “Specified Employee” shall mean a Participant who at any time during the 12 month period
ending on an Identification Date is a Key Employee. If a Participant would be deemed a Key
Employee as of an Identification Date, the Participant is treated as a “Specified Employee” for the
12 month period beginning on the fourth month following the end of the 12 month period following
the Identification Date.



3. Participation. Any person who was a Participant in the Plan immediately prior to the
Effective Date shall continue to be a Participant in the Plan as of the Effective Date. After the
Effective Date, any person who is (a) employed by IKON, (b) subject to a change in control
agreement, and (c) a United States taxpayer shall also be eligible to participate in the Plan for
the Plan Year that immediately follows such person meeting such requirements; any such person who
meets the foregoing criteria, along with any Participant in the Plan immediately prior to the
Effective Date, shall hereinafter be referred to as a “Group I Employee”.



Effective March 1, 2006, any person who is (a) employed by IKON, (b) at a Grade 16 or higher
level (or such equivalent thereof), but is not subject to a change in control agreement, and (c) a
United States taxpayer, shall also be eligible to participate in the Plan for the Plan Year that
immediately follows such person meeting such requirements; provided, that for the 2006 Plan Year,
any person who has met the foregoing requirements by February 28, 2006, may elect to participate in
the Plan for the 2006 Plan Year. Any person who meets the foregoing criteria shall hereinafter be
referred to as a “Group II Employee”.



If a Participant has a change in employment status with IKON so that the Participant changes
from a Group I Employee to a Group II Employee or vice-versa, the determination of whether the
Participant is a Group I Employee or Group II Employee for purposes of a Plan Year shall be made as
of the person’s status with IKON on the December 31 immediately prior to such Plan Year. If a
Participant has a change in status with IKON so that during a Plan Year the Participant ceases to
qualify as either a Group I Employee or Group II Employee, but such person has not incurred a
Separation From Service, such person’s deferrals to the Plan shall continue for the remainder of
the Plan Year; however, for any subsequent Plan Year, such person shall not be eligible to make
deferral elections to the Plan for a Plan Year until such person again qualifies as a Group I
Employee or Group II Employee prior to the beginning of any Plan Year. If a Participant has a
Separation From Service, no further deferrals to the Plan shall be made for such Participant after
the Participant’s Separation Date.



A person eligible under this Paragraph 3 shall become a Participant by executing an Election
Form and such other forms as may be required by the Administrator.



4. Deferrals.



(a) Initial Deferrals – Type of Deferral – Group I Employees. Prior to the beginning
of each Plan Year during the term of the Plan, a Group I Employee may irrevocably elect to defer a
portion of his Compensation and/or STI that will become payable during the following Plan Year;
provided, that with respect to any Compensation that is based on service or performance over a
fiscal year that is not a calendar year, such election must be made no later than the time
determined by the Administrator in accordance with the requirements of Section 409A of the Code. A
Group I Employee may also elect to defer to the Plan the receipt of shares of IKON common stock
that he will become entitled to receive pursuant to an award of Equity Rights under an Equity Plan,
provided that (i) the election to defer is made within 30 days of the date of grant of the Equity
Right and such deferral applies to shares of IKON common stock that will not vest sooner than the
thirteenth month following the date of grant of such Equity Right; (ii) the Administrator may, in
his sole discretion, (A) impose such additional terms and conditions, as he may deem necessary and
appropriate, on any deferral of IKON common stock to the Plan, and (B) reject or cease any such
deferral of the IKON common stock to the Plan, subject to the requirements under Section 409A of
the Code; and (iii) any IKON common stock deferred from an Equity Right to the Plan is IKON common
stock, not its cash equivalent.



The amount of the deferral for each Plan Year may vary, but cash deferrals must be projected
to be no less than $5,000 for any Plan Year. The amount to be deferred for a Plan Year will be
deducted from the Participant’s Compensation and/or STI otherwise payable by IKON to the
Participant. In the case of deferrals from salary, such deferrals will be made in substantially
equal installments.



(b) Initial Deferrals – Type of Deferral – Group II Employees. Effective March 1,
2006, prior to the beginning of each Plan Year during the term of the Plan, a Group II Employee may
irrevocably elect to defer up to 20% of the STI that will become payable to him for IKON’s fiscal
year ending in the following Plan Year; provided, however, that with respect to the STI that will
become payable pursuant to IKON’s fiscal year ending September 30, 2006, a Group II Employee may
irrevocably elect to defer a portion of such STI by making such election within the time period
determined by the Administrator, but no later than March 30, 2006. A Group II Employee shall not
be eligible to defer Compensation or Equity Rights to the Plan.



The amount of the deferral for each Plan Year may vary, and the amount to be deferred for a
Plan Year will be deducted from the Participant’s STI otherwise payable by IKON to the Participant.



(c) Initial Deferrals – Time of Distribution – Group I and Group II Employees. At the
time of the initial election to defer, a Participant shall specify the length of time for which
receipt of cash and/or shares of IKON common stock, as applicable, may be deferred, provided that
(i) (A) the deferral period for STI that is subject to matching contributions under Paragraph 5
below, must extend for at least 5 years beyond the end of the Plan Year in which the STI would
otherwise have been paid, and (B) the deferral period for Compensation, STI in excess of the amount
that is subject to matching contributions under Paragraph 5 below, and Equity Rights, must extend
at least until the January following the end of the Plan Year in which the Compensation, excess STI
and Equity Rights, as applicable, would otherwise have been paid/distributed, but for the election
to defer; and (ii) distributions must commence no later than the January following the year in
which the Participant attains age 60 or the January following the year in which the Participant has
a Separation From Service.



(d) Subsequent Deferrals. A Participant may subsequently elect to defer the
distribution of benefits to a later date than that selected pursuant to subparagraph (c) above by
providing written notice of such election to the Administrator; provided, however, that (i) with
respect to deferrals of Compensation, STI and Equity Rights to the Plan after December 31, 2004,
the election to defer must be made (A) at least 12 months prior to the date the deferral is
scheduled to be paid/distributed as elected by the Participant pursuant to subparagraph (c) above,
(B) the new payment date for such deferral cannot be sooner than 5 years from the date such
deferral was originally scheduled to be paid/distributed as elected by the Participant pursuant to
subparagraph (c) above, and (C) the election pursuant to this subparagraph (d) shall be
irrevocable, but shall not take effect until at least 12 months after the date on which the
subsequent deferral election is made; and (ii) with respect to deferrals of Compensation, STI and
Equity Rights to the Plan that were deferred, and earned and vested, prior to January 1, 2005, the
election must be made by December 31 of the second year prior to the date on which deferrals of
Compensation, STI and Equity Rights would otherwise have been paid. Except as provided in
Paragraph 11 or as permitted pursuant to the special election permitted by the following sentence,
any subsequent deferral election pursuant to this subparagraph (d) may be made only once.
Notwithstanding the foregoing, with respect to deferrals of Compensation, STI and Equity Rights to
the Plan after December 31, 2004, a Participant will have a one-time opportunity to change the
timing of such distribution to a date that is later than the earliest date such amount can be
received pursuant to subparagraph (c) above without having to comply with the requirements of
clause (i) above; provided, that such election shall be made at the time determined by the
Administrator, but in no event later than December 31, 2006.



5. Matching Contributions. Effective March 1, 2006 for STI deferrals made to the Plan on and
after March 1, 2006, IKON shall credit to each Participant’s IKON index account matching
contributions based on the percentage of STI deferred to the Plan by the Participant, the
Participant’s employment level at IKON, and whether the Participant is a Group I Employee or Group
II Employee. Specifically, unless otherwise determined by IKON’s Retirement Plans Committee or
such other committee appointed by IKON’s Board of Directors with the authority to determine
matching contributions under the Plan, for each Plan Year for Group I Employees, IKON will match
100% of the (i) first 75% of STI deferred to the Plan by IKON’s Chief Executive Officer, (ii) first
50% of STI deferred to the Plan by a Participant who has an employment grade of Level 1 (or its
equivalent), and (iii) first 30% of STI deferred to the Plan by a Participant who has an employment
grade of Level 2 (or its equivalent). For each Plan Year for Group II Employees, unless otherwise
determined by IKON’s Retirement Plans Committee or such other committee appointed by IKON’s Board
of Directors with the authority to determine matching contributions under the Plan, IKON will match
100% of the STI deferred to the Plan by such Participant. All matching contributions pursuant to
this Paragraph 5 shall be credited to the IKON index account and shall be distributed to the
Participant at the same time that the STI for which the matching contribution is made is
distributed to the Participant.



6. Investment Accounts. Amounts deferred by a Participant pursuant to Paragraph 4 will be
credited to one or more accounts established by IKON in the name of the Participant. Deferrals of
Compensation and STI (“Monetary Deferrals”) will be credited to the cash deferral account and/or
the IKON index account based on the Participant’s selection of investment index alternatives as
described below; provided, however, that any Monetary Deferrals made to the Plan after December 31,
2005 will only be credited to the IKON index account. All matching contributions to the Plan
pursuant to Paragraph 5 will only be credited to the IKON index account. Deferral of shares of
IKON common stock will be credited to the IKON stock account as described below.



Cash Deferral Account




Except for Monetary Deferrals credited to a Participant’s IKON index account (see
below), a Participant’s Monetary Deferrals will be credited to the Participant’s cash
deferral account. No Monetary Deferrals will be credited to the Participant’s cash deferral
account after December 31, 2005. A Participant’s cash deferral account will be denominated
in dollars and will be credited with earnings based on the performance of various investment
alternatives selected by the Participant from among those made available by IKON from time
to time.




A Participant may request a change in the allocation of his cash deferral account from
among the various available alternatives at any time. Any such change received by the
Administrator or IKON’s service provider before 11:59 P.M. Eastern Time of a business day
(i.e. a day on which the New York Stock Exchange is open for business) will become effective
as of the next business day. Changes received on a non-business day will be deemed to be
received on the next business day following receipt.




A Participant may reallocate amounts from the cash deferral account to the IKON index
account at such times and under such conditions as determined by the Administrator. Any
reallocation to the IKON index account will be subject to the provisions described below.




For Plan Years beginning prior to January 1, 2006, a Participant may select investment
alternatives for his cash deferral account for any such Plan Year that are different from
the investment alternatives the Participant selected for any such prior Plan Year, however,
the investment alternatives the Participant selects for Monetary Deferrals credited to his
cash deferral account for any such Plan Year must be the same for all amounts credited to
his cash deferral account for any such Plan Year and any changes the Participant makes to
his cash deferral account for such a Plan Year will apply to all Monetary Deferrals credited
to his cash deferral account for such Plan Year.




IKON Index Account




One investment alternative will be denominated in share units in IKON common stock. A
Participant’s IKON index account will be denominated solely in share units (representing the
right to receive an equivalent number of shares of IKON common stock) and will be credited
with additional share units to reflect cash dividends paid by IKON in respect of its common
stock. Any Monetary Deferrals for which a Participant has selected the IKON common stock as
an investment alternative will be credited to his IKON index account on such date and under
such conditions as determined by the Administrator and set forth in the Plan prospectus. A
Participant may reallocate his cash deferral account to his IKON index account at such times
and under such conditions as permitted by the Administrator. All matching contributions
will be credited to the Participant’s IKON index account on such date and under such
conditions as determined by the Administrator and set forth in the Plan prospectus. All
amounts deferred or reallocated to a Participant’s IKON index account must remain
denominated in share units and may not be reversed or otherwise re-credited to the
Participant’s cash deferral account, nor may such amounts be otherwise converted into cash
at any time.




IKON Stock Account




Any deferral by a Participant of any IKON common stock from an Equity Plan will be
credited to the Participant’s IKON stock account. The account will initially be denominated
solely in share units (representing the right to receive an equivalent number of shares of
IKON common stock) and will be credited with additional share units to reflect cash
dividends paid by IKON in respect of its common stock.




All amounts deferred into a Participant’s IKON stock account must remain denominated in
share units and may not be converted to dollars at any time.



7. Rabbi Trust. IKON intends to contribute all Participant deferrals of IKON common stock
from an Equity Plan to a “rabbi trust” (the “Trust”) to be established for this purpose. In
addition, once matching contributions vest, IKON intends to contribute shares of IKON common stock
from an Equity Plan to the Trust. Any such common stock will be credited to a sub-account which
may be used for distributions of IKON common stock with respect to a Participant’s IKON stock
account. In addition, IKON may, at its discretion, contribute to the Trust IKON common stock to
the extent that one or more Participants select IKON common stock as an investment alternative with
respect to Monetary Deferrals. Any such common stock will be credited to a sub-account which may
be used for distributions of IKON common stock with respect to a Participant’s IKON Index Account.
Assets held in the Trust will be subject to the claims of creditors of IKON.



The Trust shall be deemed to be the owner of all shares held in the Trust for corporate law
purposes. The trustee of the Trust (the “Trustee”) shall retain all incidents of ownership in any
shares held in the Trust, including the right to vote such shares and to receive dividends paid in
respect of such shares. The Trustee may, but is not obligated to, reinvest any cash dividends
received in respect of shares of IKON common stock held in the Trust to purchase additional shares
of IKON common stock.



8. Vesting.



(a) Compensation and STI. A Participant shall be fully vested in all deferrals of
Compensation and STI.



(b) Equity Rights. A Participant shall become vested in Equity Rights on the date
such Equity Rights become vested in accordance with the terms of the award agreement issued to the
Participant providing for such Equity Rights. If a Participant has a Separation From Service prior
to becoming vested in any such Equity Rights, the Equity Rights that have not vested as of the date
of such Separation From Service shall be forfeited and the Participant shall not have any rights to
such Equity Rights under this Plan.



(c) Matching Contributions. A Participant shall become vested in any matching
contributions made to the Plan on his behalf pursuant to Paragraph 5 as follows; provided, that the
vesting schedule described below shall apply separately to each matching contribution credited to
the Participant’s IKON index account so that the years of service necessary to vest in any such
matching contributions shall begin to accrue on the date the matching contributions are credited to
the Participant’s IKON index account:



Except as provided below, the matching contributions credited to a Participant’s IKON index
account shall vest in equal installments of 1/3 on the third, fourth and fifth anniversary of the
date such matching contributions were credited to the Participant’s IKON index account so long as
the Participant is employed by IKON on the applicable date. Notwithstanding the foregoing, once
the Participant has attained Normal Retirement Age, the vesting of the matching contributions shall
be as described in the following paragraphs, as applicable.



If on or prior to the date on which the matching contributions are credited to a Participant’s
IKON index account, the Participant has attained Normal Retirement Age, the vesting schedule set
forth in the immediately preceding paragraph shall not apply and, instead, the matching
contributions credited to the Participant’s IKON index account shall vest in equal installments of
1/4 on the first, second, third and fourth anniversary of the date such matching contributions were
credited to the Participant’s IKON index account if the Participant is employed by IKON on the
applicable date.



If after the date on which the matching contributions are credited to a Participant’s IKON
index account the Participant attains Normal Retirement Age, the vesting schedules set forth above
shall not apply and, instead, the matching contributions credited to the Participant’s IKON index
account shall vest as follows: (i) if the Participant attains Normal Retirement Age prior to the
third anniversary of the date the matching contributions are credited to the Participant’s IKON
index account, (A) on the next anniversary of the date the matching contributions were initially
credited to the Participant’s IKON index account that occurs immediately after the Participant
attains Normal Retirement Age, the total percentage of matching contributions that would have been
vested had the Participant attained Normal Retirement Age on the date the matching contributions
were initially credited to the Participant’s IKON index account shall become vested, provided the
Participant is employed by IKON on such date, and (B) the vesting schedule provided in the
immediately preceding paragraph shall thereafter apply with respect to the remaining unvested
matching contributions credited to the Participant’s IKON index account; or (ii) if the Participant
attains Normal Retirement Age on or after the third anniversary of the date the matching
contributions are initially credited to the Participant’s IKON index account, the matching
contributions that that have not previously vested shall become fully vested on the next
anniversary of the date on which the matching contributions were initially credited to the
Participant’s IKON index account under clause (i) that occurs immediately after the Employee
attains Normal Retirement Age, provided the Employee is employed by IKON on such date.



Unless otherwise provided in an employment agreement between the Participant and IKON that has
been properly approved by IKON in accordance with established policy, if the Participant has a
Separation From Service prior to the date for any portion of the matching contributions credited to
the Participant’s IKON index account to have vested as described above, the matching contributions
that have not vested as of such date shall be forfeited and the Participant shall not be entitled
to receive a distribution of shares of IKON common stock relating to any forfeited matching
contributions; provided, however, that if the Participant has a Separation From Service on account
of death or Disability, all of the Participant’s unvested matching contributions shall become
vested as of the date of the Participant’s Separation From Service on account of death or
Disability.



(d) Cash Dividends. The value of all share units that are attributable to dividend
equivalents which are credited to a Participant’s IKON index account or IKON stock account shall be
fully vested on the date such dividend equivalents are credited as share units to the Participant’s
account.



9. Amount and Timing of Payments. Except as otherwise provided in Paragraphs 10 and 11,
amounts to which a Participant is entitled under the Plan shall be valued as of December 1 of the
Plan Year preceding the year specified in his Election Form, and shall be paid to the Participant
in a lump sum within 60 days thereafter. Alternatively, if the Participant so elects,
distributions may be made in substantially equal annual installments over a period not to exceed 10
years, beginning within 60 days after December 1 of the year preceding the year specified in the
Participant’s Election Form; provided, that, with respect to the election as to a form of
distribution other than lump sum for deferrals of Compensation, STI and Equity Rights, the form of
distribution must be set forth in the Participant’s Election Form at the time the Participant makes
his initial election to defer such amount.



A Participant may subsequently elect to change the form of distribution to one that is
permitted by the Plan by providing written notice of such election to the Administrator; provided,
however, that (i) with respect to deferrals of Compensation, STI and Equity Rights to the Plan
after December 31, 2004, the election to change the form of distribution must be made (A) at least
12 months prior to the date the deferral is scheduled to be paid/distributed as elected by the
Participant pursuant to Paragraph 4(c) above, (B) the new payment date for such deferral cannot be
sooner than 5 years from the date such deferral was originally scheduled to be paid/distributed as
elected by the Participant pursuant to Paragraph 4(c) above, and (C) the election pursuant to this
clause (i) shall be irrevocable, but shall not take effect until at least 12 months after the date
on which the election is made; and (ii) with respect to deferrals of Compensation, STI and Equity
Rights to the Plan that were earned and vested prior to January 1, 2005, the election to change the
form must be made by December 31 of the second year prior to the date on which deferrals of
Compensation, STI and Equity Rights would otherwise have been paid. Notwithstanding the foregoing,
with respect to deferrals of Compensation, STI and Equity Rights to the Plan after December 31,
2004, a Participant will have a one-time opportunity to change the form of such distribution
without having to comply with the requirements of clause (i) above; provided, that such election
shall be made at the time determined by the Administrator, but in no event later than December 31,
2006.



All matching contributions credited to the Participant’s IKON index account shall be
distributed in the same form as the Participant elected as to his corresponding STI.



All distributions from the Participant’s cash deferral account (or the cash sub-account under
the Participant’s IKON stock account, if any) shall be made in cash. All distributions from the
Participant’s IKON index account shall be made in shares of IKON common stock on a one-for-one
basis for the share units credited to the account (and cash in lieu of fractional shares). All
distributions from the IKON stock account shall be made in shares of IKON common stock on a
one-for-one basis for the share units credited to the account (and cash in lieu of fractional
shares).



10. Death. Notwithstanding any contrary election in a Participant’s Election Form, if a
Participant dies before receiving full payment of all amounts to which he is entitled under the
Plan, the beneficiary or beneficiaries designated by the Participant in his Election Form (or
subsequent, valid Change of Beneficiary form on file with the Administrator) shall receive the
balance in the Participant’s cash deferral account, IKON index account and IKON stock account
(valued as of the end of the calendar month in which the Participant dies), in a lump sum payment,
as soon as administratively practicable following the Participant’s date of death.



11. Separation From Service. If a Participant has a Separation From Service after he attains
age 60, the Participant’s cash and stock distribution will be made in accordance with the
Participant’s Election Form. If a Participant has a Separation From Service before he attains age
60, he shall receive either (i) the cash and stock distribution on the date of designation on the
Participant’s Election Form or (ii) the balance in his cash deferral account, IKON index account
and IKON stock account (valued as of the end of the Plan Year in which the Participant’s employment
terminates), in a lump sum payment, in January of the year following his Separation Date if
designated on his Election Form. Notwithstanding anything to the contrary, if the payment to a
Participant under the Plan of Compensation, STI or Equity Rights that is deferred to the Plan after
December 31, 2004, is on account of a Separation From Service, whether pursuant to this Paragraph
11 or as elected by the Participant in his Election Form, if the Participant is a Specified
Employee, such Participant shall not receive such distribution until the later to occur of (i) the
seventh month following the Participant’s Separation Date or (ii) in January of the year following
his Separation Date.



12. Beneficiary Designation. A Participant shall designate in his Election Form the
beneficiary or beneficiaries, who shall, in the event of his death, receive the payments to which
the Participant would otherwise have been entitled. This designation may be amended in writing and
filed with the Administrator from time to time by the Participant. In the event that there is no
effective beneficiary designation when such amounts are payable, payment shall be made to the
members of the first surviving class of the Participant in the following priority:



(a) spouse;



(b) the living children (including adopted children) in equal amounts;



(c) estate.



13. Incapacity of Recipient. Any payment required to be made under the Plan to a person who
is under a Disability may be made to or for the benefit of such person in any of the following ways
as the Administrator shall determine:



(a) to such person;



(b) to the legal representatives of such person;



(c) to a near relative of such person to be used for his benefit; or



(d) to pay the expenses of support, maintenance or education of such person.



The Administrator shall not be required to see to the application by any third party of
payments made pursuant to this Paragraph 13.



14. Responsibility for Payment. All amounts payable under the Plan shall be paid by IKON.
IKON may, in its sole discretion, determine the manner in which it shall finance its obligation to
pay such amounts.



15. Non-Assignment. Except as hereinafter provided with respect to marital or family support
disputes, no amount payable under the Plan shall be subject to assignment, transfer, sale, pledge,
encumbrance, alienation or charge by the Participant or any beneficiary. Any attempt to assign,
transfer, sell, pledge, encumber, alienate or charge any amount hereunder shall be without effect.
In cases of marital or family support disputes, the Administrator will observe the terms of the
Plan unless and until ordered to do otherwise by a state or federal court. As a condition of
participation in the Plan, the Participant shall agree to hold IKON harmless from any claim that
arises out of obeying an order of any state or federal court with respect to marital or family
support disputes, whether such order effects a judgment of such court or is issued to enforce a
judgment or order of another court.



16. Unsecured Obligation. Other than the assets contributed to the Trust pursuant to
Paragraph 7, IKON shall not segregate or physically set aside any funds or assets as a result of
this Plan. Neither a Participant, nor his beneficiary, nor any other person shall be deemed to
have, pursuant to this Plan, any property interest, legal or equitable, in any specific asset of
IKON or any specific asset in the Trust. To the extent that any person acquires any right to
receive payments under this Plan or an Election Form, such right shall be no greater than, nor
shall it have any preference or priority over, the rights of any unsecured general creditor of
IKON.



17. Administration. The Plan shall be administered by a Committee selected from time to time
by the Board of Directors of IKON (the “Committee”). The Committee shall select an Administrator
from time to time to administer the Plan under the general policy guidance of the Committee. The
Administrator shall be one or more persons who shall be responsible for:



(a) maintaining any records necessary in connection with the Plan;



(b) making calculations under the Plan;



(c) interpreting the provisions of the Plan; and



(d) otherwise administering the Plan in accordance with its terms.



18. Claims Procedures. At any time the Administrator makes a determination adverse to a
Participant or beneficiary with respect to a claim for payment or participation under the Plan, the
Administrator shall notify the claimant in writing of such determination, such notification shall
be in a manner calculated to be understood by the claimant, and shall set forth:



(a) the specific reason or reasons for such determination;



(b) a reference to the specific provision or provisions of the Plan on which such
determination is based;



(c) a description of any additional material or information necessary to perfect the claim,
and an explanation of the reason that such material is required; and



(d) a description of the Plan’s review procedures and the time limits applicable to such
procedures, including a statement of the claimant’s right to bring a civil action under Section
502(a) of ERISA following an adverse benefit determination on review.



A person who receives notice of an adverse determination by the Administrator with respect to a
claim may request, within 60 days of receipt of such notice, that the Committee review the
Administrator’s determination. This request may be made on behalf of a claimant by a duly
authorized representative. The claimant or representative may review pertinent documents and
submit issues and comments with respect to the controversy to the Committee. The Committee shall
render a decision within 60 days of a request for review (or within 120 days under special
circumstances), which decision shall be in writing, set forth in a manner calculated to be
understood by the claimant, and shall set forth (i) the specific reason or reasons for the decision
reached, (ii) the specific provisions of the Plan on which the decision is based, (iii) a statement
that the claimant is entitled to receive, upon request and free of charge, reasonable access to,
and copies of, all documents, records or other information relevant to the claimant’s claim for
benefits, and (iv) a statement describing any voluntary appeal procedures offered by the Plan and
the claimant’s right to obtain information about such procedures, and a statement of the claimant’s
right to bring an action under Section 502(a) of ERISA. A copy of the ruling shall be forwarded to
the claimant.



19. Employee Benefit Plans. This Plan shall not in any way affect a Participant’s right to
participate in any pension, profit-sharing, incentive, thrift, group health insurance, stock
option, termination pay or similar plan of IKON, which is now in effect or may hereafter be
adopted, to the extent that the Participant is entitled to participate under the applicable terms
and provisions of such plan, except that the amounts deferred herein shall not be included in
determining a Participant’s benefits under any retirement plans qualified under Section 401(a) of
Code.



20. Amendment. The Board of Directors of IKON shall have the power to amend this Plan at any
time; provided, however, that, except as set forth below or in Paragraphs 21, 22 and 23, no
amendment or termination of the Plan shall have a material adverse effect upon a Participant unless
he consents to such amendment or termination in writing. Notwithstanding the foregoing, the
Administrator may make all technical, administrative, regulatory and compliance amendments to the
Plan that are necessary so the Plan meets the requirements of Section 409A of the Code.



21. Termination. This Plan shall remain in effect until terminated by the Board of Directors
of IKON. The Board of Directors of IKON shall have the right to terminate the Plan in whole or in
part, for any reason, including pursuant to a determination that proposed or pending tax law
changes or other events cause, or are likely in the future to cause, the Plan to have an adverse
financial impact upon IKON. In such event, IKON shall have no liability or obligation under the
Plan or the Participant’s Election Form (or any other document), provided that (i) IKON distributes
to each Participant, in a lump sum payment, the balance in his cash deferral account, IKON index
account and IKON stock account, valued as of the end of the month in which such termination occurs,
and (ii) with respect to deferrals of Compensation, STI and Equity Rights to the Plan after
December 31, 2004, (A) all arrangements sponsored by IKON that would be required to be aggregated
with the Plan under Prop. Treas. Reg. §1.409A-1(c) if the Participant participated in such
arrangements are terminated, (B) no payments other than payments that would be payable under the
terms of such arrangements if the termination had not occurred are made within 12 months of the
termination of the arrangements, (C) all payments are made within 24 months of the termination of
the arrangements, and (D) IKON does not adopt a new arrangement that would be aggregated with any
terminated arrangement under Prop. Treas. Reg. §1.409A-1(c) if the same Participant participated in
both arrangements at any time within the 5 years following the date of termination of the
arrangement.



22. Acceleration. With respect to deferrals of Compensation, STI and Equity Rights that are
deferred to the Plan, and earned and vested, prior to January 1, 2005, IKON shall have the right at
any time to cause the payment of all amounts thereafter due to a Participant to be paid in a single
lump sum or in such other accelerated manner as IKON shall deem appropriate. The amount of any
lump sum payment shall be the value of a Participant’s cash deferral account, IKON index account
and IKON stock account, valued as of the end of the month following IKON’s determination to
accelerate payments. If IKON accelerates payment to more than 70% of all Participants pursuant to
this provision, it must accelerate payment to all Participants under the Plan in a comparable
manner; provided, however, that this shall only apply with respect to the deferrals of
Compensation, STI and Equity Rights that are deferred to the Plan, and earned and vested, prior to
January 1, 2005.



23. Change in Control. In the event of a Change in Control (as defined below), the
Participant shall receive, in a lump sum payment, the balance in his cash deferral account, IKON
index account and IKON stock account, valued as of the end of the month in which such Change in
Control occurs.



For purposes of this Plan, the term “Change in Control” shall mean any of the following
events:



(a) With respect to deferrals of Compensation, STI and Equity Rights that are deferred to the
Plan, and earned and vested, prior to January 1, 2005,



(i) 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 IKON common
stock; or



(ii) the following individuals cease for any reason to constitute a majority of the number of
directors then serving: individuals who, on September 30, 1997, constituted the Board and any new
director whose appointment or election by the Board or nomination for election by IKON’s
shareholders was approved by a vote of at least a majority of the directors then still in office
who either were directors on September 30, 1997 or whose appointment, election or nomination for
election was previously so approved; or



(iii) 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



(iv) a transaction or series of transactions in which, directly or indirectly, IKON shall sell
or otherwise transfer (or one or more of its subsidiaries shall sell or otherwise transfer) assets
(i) aggregating more than 50% of the assets (measured by either book value or fair market value) or
(ii) generating more than 50% of the operating income or cash flow of IKON and its subsidiaries
(taken as a whole) to any other Person or group of Persons.



Notwithstanding the foregoing, no “Change in Control” shall be deemed to have occurred if
there is consummated any transaction or series of integrated transactions immediately following
which the record holders of IKON common stock immediately prior to such transaction or series of
transactions own a majority of the outstanding voting shares and in substantially the same
proportion in an entity which owns all or substantially all of the assets of IKON immediately
following such transaction or series of transactions.



The term “Person” in the foregoing definition shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such
term shall not include (i) IKON or any of its affiliates (as defined in Rule 12b-2 promulgated
under the Exchange Act), (ii) a trustee or other fiduciary holding securities under an employee
benefit plan of IKON or any of its affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by
the shareholders of IKON in substantially the same proportions as their ownership of IKON stock.



(b) With respect to deferrals of Compensation, STI and Equity Rights that are deferred to the
Plan, and earned and vested, after December 31, 2004,



(i) any “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act)
becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of IKON representing more than 35% of the voting power of the then
outstanding securities of IKON; provided that a Change in Control shall not be deemed to occur as a
result of a transaction in which IKON becomes a subsidiary of another corporation and in which the
shareholders of IKON, immediately prior to the transaction, will beneficially own, immediately
after the transaction, shares entitling such shareholders to more than 65% of all votes to which
all shareholders of the parent corporation would be entitled in the election of directors (without
consideration of the rights of any class of stock to elect directors by a separate class vote);



(ii) the consummation of (A) a merger or consolidation of IKON with another corporation where
the shareholders of IKON, immediately prior to the merger or consolidation, will not beneficially
own, immediately after the merger or consolidation, shares entitling such shareholders to more than
50% of all votes to which all shareholders of the surviving corporation would be entitled in the
election of directors (without consideration of the rights of any class of stock to elect directors
by a separate class vote), or (B) a sale or other disposition of all or substantially all of the
assets of IKON; or



(iii) during any twelve month period after the Effective Date, individuals who at the
beginning of such period constituted IKON’s Board of Directors cease for any reason to constitute a
majority thereof, unless the election, or the nomination for election by IKON’s shareholders, of at
least a majority of the directors who were not directors at the beginning of such period, was
approved by a vote of at least two-thirds of the directors then in office at the time of such
election or nomination who either (A) were directors at the beginning of such period or (B) whose
appointment, election or nomination for election was previously so approved.



Notwithstanding the foregoing, to the extent that the occurrence of an event described in this
subparagraph (b) does not constitute a change in control for purposes of Section 409A of the Code
and its corresponding regulations, the occurrence of such event shall not be deemed to be a Change
in Control for purposes of the Plan.




24. Miscellaneous.



(a) The existence of this Plan and the Election Forms hereunder, and any actions undertaken
pursuant hereto, shall not confer upon the Participant any right to continued employment by IKON.



(b) This Plan shall be administered under and in accordance with the laws of the Commonwealth
of Pennsylvania, in which IKON’s principal place of business is located.



(c) The terms of this Plan and the Election Forms and other documents executed in accordance
herewith shall be binding upon IKON, its successors and assigns, and each Participant, his heirs
and legal representatives.



(d) Any taxes imposed on a Participant shall be the sole responsibility of the Participant.
IKON shall have the right to deduct from any amounts payable under the Plan any federal, state or
local taxes required to be deducted or withheld from such payments.



(e) No expenses of administering the Plan shall be charged against the Participants or any
payments made hereunder, except that IKON may, in its discretion, allocate certain taxes to the
accounts of Participants.



(f) As used herein, the singular shall include the plural, the masculine shall include the
feminine, and vice versa.