EX-10.3






FORM FOR NON-EMPLOYEE DIRECTORS




IKON OFFICE SOLUTIONS, INC.




2006 OMNIBUS EQUITY COMPENSATION PLAN




NONQUALIFIED STOCK OPTION GRANT




The Board of Directors of IKON Office Solutions, Inc. has determined to grant to you a nonqualified
stock option to purchase shares of common stock of IKON Office Solutions, Inc. under the IKON
Office Solutions, Inc. 2006 Omnibus Equity Compensation Plan (the “Plan”). The terms of the grant
are set forth in the Nonqualified Stock Option Grant Agreement (the “Grant”) provided to you. The
following provides a summary of the key terms of the Grant; however, you should read the entire
Grant, along with the terms of the Plan, to understand the Grant fully.



SUMMARY OF NONQUALIFIED STOCK OPTION GRANT




	 	 	 	 	 
	Participant:
	 	 	—	 
	Date of Grant:
	 	 	__________ __, 200_	 
	Total Number of Shares Granted:
	 	 	—	 
	Exercise Price Per Share:
	 	$	—	 
	Exercisability Schedule:
	 	Fully exercisable on the Date of Grant

	Term/Expiration Date:
	 	 	__________ __, 200_	 






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IKON OFFICE SOLUTIONS, INC.




2006 OMNIBUS EQUITY COMPENSATION PLAN




NONQUALIFIED STOCK OPTION GRANT AGREEMENT




This STOCK OPTION GRANT AGREEMENT, dated as of      , 200     (the “Date of Grant”), is
delivered by IKON Office Solutions, Inc. (“IKON”), to      (the “Participant”).



RECITALS




A. The IKON Office Solutions, Inc. 2006 Omnibus Equity Compensation Plan (the “Plan”) provides
for the grant of nonqualified stock options to purchase shares of common stock, no par value per
share, of IKON (“Common Stock”).



B. The Board of Directors of IKON has decided to make a nonqualified stock option grant,
subject to the terms and conditions set forth in this Stock Option Grant Agreement (the
“Agreement”) and the Plan, as an inducement for the Participant to promote the best interests of
IKON and its shareholders. The Participant may receive a copy of the Plan by contacting
     , at      .



NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as
follows:



1. Grant of Option. Subject to the terms and conditions set forth in this Agreement and in
the Plan, IKON hereby grants to the Participant a nonqualified stock option (the “Option”) to
purchase      shares of Common Stock of IKON (“Shares”) at an exercise price of $    per Share.
The Option shall become exercisable according to Paragraph 2 below. The Option is not intended to
qualify as an “incentive stock option” under section 422 of the Internal Revenue Code of 1986, as
amended.



2. Exercisability of Option. The Option shall be fully exercisable on the Date of Grant.



3. Term of Option. The Option shall have a term of ten years from the Date of Grant and
shall terminate at the expiration of that period, unless it is terminated at an earlier date
pursuant to the provisions of this Agreement or the Plan. Notwithstanding the immediately
preceding sentence, if the Participant terminates his or her Directorship with IKON on account of
his or her death, the Participant’s legal representatives shall have until the shorter of (i) one
year from the date of the Participant’s death or (ii) the end of the term of the Option to exercise
any portion of the Option that has not been previously exercised.



4. Exercise Procedures.



(a) Subject to the provisions of Paragraphs 2 and 3 above, the Participant (or the
Participant’s legal representatives in the event of his or her death) may exercise part or all of
the Option by giving IKON written notice of intent to exercise in the manner provided in this
Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time
as the Committee (as defined in the Plan) shall determine, the Participant shall pay the exercise
price (i) in cash or by check, (ii) by delivering shares of Common Stock, which shall be valued at
their fair market value on the date of delivery, or by attestation (on a form prescribed by the
Committee) to ownership of shares of Common Stock having a fair market value on the date of
exercise equal to the exercise price, (iii) in cash, on the T+3 settlement date that occurs after
the exercise date specified in the notice of exercise, provided that the Participant exercises the
Option through an irrevocable agreement with a registered broker and the payment is made in
accordance with procedures permitted by Regulation T of the Federal Reserve Board and such
procedures do not violate applicable law, or (iv) by such other method as the Committee may
approve, to the extent permitted by applicable law. The Committee may impose from time to time
such limitations as it deems appropriate on the use of shares of Common Stock to exercise the
Option.



(b) The obligation of IKON to deliver Shares upon exercise of the Option shall be subject to
all applicable laws, rules and regulations and such approvals by governmental agencies as may be
deemed appropriate by the Committee, including such actions as IKON counsel shall deem necessary or
appropriate to comply with relevant securities laws and regulations. IKON may require that the
Participant (or other person exercising the Option after the Participant’s death) represent that
the Participant is purchasing Shares for the Participant’s own account and not with a view to or
for sale in connection with any distribution of the Shares, or such other representation as the
Committee deems appropriate.



(c) The Participant agrees to be bound by IKON’s policies regarding the purchase and transfer
of Shares and understands that there may be certain times during the year in which the Participant
will be prohibited from either exercising the Option or selling, transferring, pledging, donating,
assigning, mortgaging, hypothecating or encumbering any Shares received upon exercise of the
Option.



(d) All obligations of IKON under this Agreement shall be subject to the rights of IKON as set
forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. The
Participant may elect to satisfy any tax withholding obligation of IKON with respect to the
exercise of the Option by having Shares withheld up to an amount that does not exceed the minimum
applicable withholding tax rate for federal (including FICA), state and local tax liabilities.



5. Change in Control. The provisions of the Plan applicable to a Change in Control (as
defined in the Plan) shall apply to the Option, and, in the event of a Change in Control, the
Committee may take such actions as it deems appropriate pursuant to the Plan.



6. Restrictions on Exercise. Except as the Committee may otherwise permit pursuant to the
Plan, only the Participant may exercise the Option during the Participant’s lifetime and, after the
Participant’s death, the Option shall be exercisable (subject to the limitations specified in this
Agreement and the Plan) solely by the legal representatives of the Participant, or by the person
who acquires the right to exercise the Option by will or by the laws of descent and distribution,
to the extent that the Option is exercisable pursuant to this Agreement.



7. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of
which are incorporated herein by reference, and in all respects shall be interpreted in accordance
with the Plan. In the event of any contradiction, distinction or difference between this Agreement
and the terms of the Plan, the terms of the Plan will control. The grant and exercise of the
Option are subject to interpretations, regulations and determinations concerning the Plan
established from time to time by the Committee in accordance with the provisions of the Plan,
including, but not limited to, provisions pertaining to (i) rights and obligations with respect to
withholding taxes, (ii) the registration, qualification or listing of the Shares, (iii) changes in
capitalization of IKON, and (iv) other requirements of applicable law. The Committee shall have
the authority to interpret and construe the Option pursuant to the terms of the Plan, and its
decisions shall be conclusive as to any questions arising hereunder. By receiving this grant, the
Participant hereby agrees to be bound by the terms and conditions of the Plan and this Agreement.
The Participant further agrees to be bound by the determinations and decisions of the Committee
with respect to this Agreement and the Plan and the Participant’s rights to benefits under this
Agreement and the Plan and agrees that all such determinations and decisions of the Committee shall
be binding on the Participant, his or her beneficiaries and any other person having or claiming an
interest under this Agreement and the Plan on behalf of the Participant.



8. No Guarantee of Continued Directorship. The grant of the Option shall not confer upon
the Participant any right to continue or be retained as a Director of IKON.



9. No Shareholder Rights. Neither the Participant, nor any person entitled to exercise the
Participant’s rights in the event of the Participant’s death, shall have any of the rights and
privileges of a shareholder with respect to the Shares subject to the Option, until certificates
for Shares have been issued upon the exercise of the Option.



10. Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the
Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned,
encumbered or otherwise transferred except, in the event of the death of the Participant, by will
or by the laws of descent and distribution. In the event of any attempt by the Participant to
alienate, assign, pledge, hypothecate or otherwise dispose of the Option or any right hereunder,
except as provided for in this Agreement, or in the event of the levy or any attachment, execution
or similar process upon the rights or interests hereby conferred, IKON may terminate the Option by
notice to the Participant, and the Option and all rights hereunder shall thereupon become null and
void. The rights and protections of IKON hereunder shall extend to any successors or assigns of
IKON and to IKON’s parents, subsidiaries and affiliates. This Agreement may be assigned by IKON
without the Participant’s consent.



11. Applicable Law. The validity, construction, interpretation and effect of this
instrument shall be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, without giving effect to the conflicts of laws provisions thereof.



12. Notice. Any notice to IKON provided for in this instrument shall be addressed to IKON
in care of the Plan Administrator at the principal corporate office of IKON, and any notice to the
Participant shall be addressed to such Participant at the current address shown in the records of
IKON, or to such other address as the Participant may designate to IKON in writing. Any notice
shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as
stated above, registered and deposited, postage prepaid, in a post office regularly maintained by
the United States Postal Service.



IN WITNESS WHEREOF, IKON has caused its duly authorized officer to execute this Nonqualified
Stock Option Grant Agreement effective as of the Date of Grant.



IKON OFFICE SOLUTIONS, INC.



By:

Name:

Title:





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