**Exhibit 10.36****SENIOR EXECUTIVE EMPLOYMENT AGREEMENT**     **AGREEMENT**, made and entered into as of the 10th day of May, 2004, by and between IKON OfficeSolutions, Inc., an Ohio corporation with its principal office located at 70 Valley Stream Parkway,Malvern, Pennsylvania 19355 (together with its successors and assigns permitted under thisAgreement, the “**Company**”) and Michael Kohlsdorf, who currently resides at 1354 Fernwood CircleNortheast, Atlanta, Georgia 30319 (the “**Executive**”);**W****I****T****N****E****S****S****E****T****H****:**     WHEREAS, the Company desires to employ the Executive in a senior executive position and toenter into an agreement embodying the terms of such employment;     WHEREAS, the Executive desires to accept such employment with the Company, subject to theterms and provisions of this Employment Agreement;     NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and forother good and valuable consideration, the receipt of which is mutually acknowledged, the Companyand the Executive (together, the “**Parties**”) agree as follows:     **1. ****Definitions****.**          (A) “**Affiliate**” of a Person shall mean a Person who directly or indirectly controls, iscontrolled by, or is under common control with, the Person specified.          (B) “**Agreement**” shall mean this Employment Agreement, which includes for all purposes itsExhibits hereto.          (C) “**Base Salary**” shall mean the salary provided for in Section 4 or any increased salarygranted to the Executive pursuant to Section 4.          (D) “**Board**” shall mean the Board of Directors of the Company.          (E) “**Cause**” shall mean:               (1) Executive fails to comply with any material written Company policy, as the same may fromtime to time be adopted and/or modified by the Company, including, but not limited to, theCompany’s Code of Ethics;               (2) Executive breaches his/her material obligations under the terms of this Agreement; or               (3) the Executive has committed an act of dishonesty, moral turpitude or theft against theCompany or has breached his/her duties of loyalty to the Company.
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          (F) “**Change in Control**” shall mean the occurrence of any of the following events:               (1) any “person,” as such term is currently used in Section 13(d) of the Securities ExchangeAct of 1934, as amended, becomes a “beneficial owner,” as such term is currently used in Rule 13d-3promulgated under that act, of 20% or more of the Voting Stock of the Company;               (2) a majority of the Board consists of individuals other than Incumbent Directors, which termmeans the members of the Board on the Effective Date; providedthat any individualbecoming a director subsequent to such date whose election or nomination for election was supportedby a majority of the directors who then comprised the Incumbent Directors shall be considered to bean Incumbent Director;               (3) the Company adopts any plan of liquidation providing for the distribution of all orsubstantially all of its assets;               (4) 50% or more of the assets of the Company is disposed of pursuant to a merger,consolidation or other transaction or series of transactions (unless the shareholders of theCompany immediately prior to such merger, consolidation or other transaction or series oftransactions beneficially own, directly or indirectly, in substantially the same proportion as theyowned the Voting Stock of the Company, more than 50% of the Voting Stock or other ownershipinterests of the entity or entities, if any, that succeed to the business of the Company); or               (5) the Company combines with another company and is the surviving corporation but,immediately after the combination, the shareholders of the Company immediately prior to thecombination hold 50% or less of the Voting Stock of the combined company, (there being excludedfrom the number of shares held by such shareholders, but not from the Voting Stock of the combinedcompany, any shares received by Affiliates of such other company in exchange for stock of suchother company).          (G) “**Claim**” shall mean any claim, demand, request, investigation, dispute, controversy,threat, discovery request, or request for testimony or information.          (H) “**Committee**” shall mean the Human Resources Committee of the Board;          (I) “**Common Stock**” shall mean common stock of the Company.          (J) “**Constructive Termination Without Cause**” shall mean a termination by the Executive ofhis/her employment hereunder on 30 days’ written notice given by him/her to the Company followingthe occurrence, without his/her prior written consent, of any of the following events, unless theCompany shall have fully cured all grounds for such termination within 15 days after the Executivegives notice thereof:
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               (1) any reduction in his/her then current Base Salary or in his/her annual incentive bonusaward opportunity set forth herein;               (2) any material breach of any of the Company’s obligations, representations or warranties inthis Agreement;               (3) any material diminution in his/her duties or the assignment to him/her of duties thatmaterially impair his/her ability to perform his/her duties;               (4) following any Change in Control, any relocation of the Company’s principal office, or ofhis/her own office as assigned to him/her by the Company, to a location more than 50 miles fromMalvern, Pennsylvania;               (5) following any Change in Control, any failure by the Company to continue in effect anycompensation plan in which the Executive participated immediately prior to such Change in Controland which is material to the Executive’s total compensation, including but not limited to theCompany’s stock option, incentive compensation, deferred compensation, stock purchase, bonus andother plans or any substitute plans adopted prior to the Change in Control, unless an equitablearrangement (embodied in an ongoing substitute or alternative plan) has been made with respect tosuch plan, or any failure by the Company to continue the Executive’s participation therein (or insuch substitute or alternative plan) on a basis no less favorable to the Executive, both in termsof the amount of benefits provided and the level of the Executive’s participation relative to otherparticipants, as existed immediately prior to such Change in Control;               (6) following any Change in Control, any failure by the Company to continue to provide theExecutive with benefits substantially similar to those enjoyed by the Executive under any of theCompany’s pension, life insurance, medical, health and accident, or disability plans in which theExecutive was participating immediately prior to such Change in Control, the taking of any actionby the Company which would directly or indirectly materially reduce any of such benefits or deprivethe Executive of any perquisite enjoyed by the Executive at the time of such Change in Control, orthe failure by the Company to maintain the vacation allowance provided in Section 7 with respect tothe Executive;               (7) following any Change in Control, any failure to retain Executive in an executive capacitywith the Person acquiring the Company, with duties and responsibilities of comparable scope toExecutive’s duties and responsibilities immediately prior to such Change in Control; or               (8) the failure of the Company to obtain the assumption in writing of its obligation toperform this Agreement by any successor to all or substantially all of the assets of the Companywithin 15 days after a merger, consolidation, sale or similar transaction.
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          (K) “**Disability**” shall mean Total Disability as defined in the Company’s Long-Term DisabilityPlan, as amended from time to time.          (L) “**Effective Date**” shall mean May 10, 2004.          (M) “**Person**” shall mean any individual, corporation, partnership, limited liability company,joint venture, trust, estate, board, committee, agency, body, employee benefit plan, or otherperson or entity.          (N) “**Potential Change in Control**” shall mean the occurrence of any of the following events:               (1) the Company enters into an agreement, the consummation of which will result in theoccurrence of a Change in Control;               (2) the Company or any Person publicly announces an intention to take or to consider takingactions which, if consummated, will constitute a Change in Control; or               (3) the Board adopts a resolution to the effect that, for purposes of this Agreement, aPotential Change in Control has occurred.          (O) “**Proceeding**” shall mean any threatened or actual action, suit or proceeding, whethercivil, criminal, administrative, investigative, appellate or other.          (P) “**Pro-Rata**” shall mean a fraction, the numerator of which is the number of days that theExecutive was employed in the applicable performance period (a fiscal year in the case of an annualincentive bonus award) and the denominator of which shall be the number of days in the applicableperformance period.          (Q) “**Term of Employment**” shall mean the period specified in Section 2.          (R) “**Termination Date**” shall mean the date on which the Executive’s employment with theCompany terminates.          (S) “**Voting Stock**” shall mean issued and outstanding capital stock or other securities of anyclass or classes having general voting power, under ordinary circumstances in the absence ofcontingencies, to elect, in the case of a corporation, the directors of such corporation and, inthe case of any other entity, the corresponding governing Person(s).     **2. ****Term of Agreement****.**          The Company hereby agrees to employ the Executive under this Agreement, and the Executivehereby accepts such employment, for the Term of Agreement. The initial Term of Agreement shallcommence as of the Effective Date and shall end on the second
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anniversary thereof. Thereafter, the Term of Agreement shall be automatically extended foradditional one-year periods (“extension periods”) unless either party provides notice ofnon-renewal at least sixty (60) days prior to the expiration of the Initial Term or extensionperiod. Termination of Executive’s employment as a result of non-renewal by the Company shall betreated as a termination subject to the provisions of Section 8(D) (Termination without Cause) ofthis Agreement. Notice of non-renewal by Executive shall be treated as a termination subject tothe provisions of Section 8(G) (Voluntary Termination) of this Agreement. Notwithstanding theforegoing, the Term of Agreement may be terminated at any time prior to the expiration of theInitial Term and/or any extension period in accordance with the provisions of Section 8.     **3. ****Positions, Duties and Responsibilities****.**          (A) During the Term of Agreement, the Executive shall serve as Senior Vice President,Enterprise Services of the Company, or shall hold such other title and perform such other functionsand duties as shall be determined by the Chief Executive Officer.          (B) During the Term of Agreement, Executive will (1) devote substantial and full-timeattention and energies to the business of the Company, particularly its services function, anddiligently perform all duties incident to his/her employment; (2) use his/her best efforts topromote the interests and goodwill of the Company; and (3) perform such duties as may be assignedto him/her by the CEO.     **4. ****Base Salary****.**          Commencing as of the Effective Date, the Executive shall be paid an annualized Base Salary of$315,000, payable in accordance with the regular payroll practices of the Company. The Base Salaryshall be reviewed no less frequently than annually for increase in the discretion of the CEO and,if applicable, the Board.     **5. ****Annual Incentive Award Opportunity****.**          The Executive shall be eligible for an annual incentive bonus award opportunity from theCompany in respect of each fiscal year of the Company that ends during the Term of Agreement.He/she shall be eligible for an annual incentive bonus award opportunity of no less than fiftypercent (50%) of his/her annualized base salary, the achievement of which shall be based upon theperformance of the Company and the performance of the Executive. In addition, in the solediscretion of the CEO, the Executive may be eligible for an additional annual overachievement bonusaward opportunity. To the extent earned, the Executive shall be paid his/her annual incentiveaward at the same time that other senior-level executives receive their incentive awards.     **6. [ Intentionally left blank ]**
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     **7. ****Other Benefits****.**          (A) **Other Executive Compensation Plans****.**During the Term of Agreement, the Executiveshall be entitled to participate in all compensation plans and programs that are, from time totime, made generally available to senior executives of the Company, including, without limitation,the Executive Deferred Compensation Plan.          (B) **Employee Benefits****.**During the Term of Agreement, the Executive shall participatein all employee benefit plans and programs made available generally to the Company’s seniorexecutives, including, without limitation, pension, savings and other retirement plans or programs,medical, dental, hospitalization, short-term and long-term disability and life insurance plans orprograms, accidental death and dismemberment protection, travel accident insurance, and any otheremployee welfare or retirement benefit plans or programs that may be sponsored by the Company fromtime to time, including any plans or programs that supplement the above-listed types of plans orprograms, whether funded or unfunded.          (C) **Expenses****.**The Executive is authorized to incur reasonable expenses in carryingout his/her duties and responsibilities hereunder and the Company shall promptly reimburse him/herfor all such expenses, subject to documentation in accordance with reasonable policies of theCompany.          (D) **Vacation****.**Executive shall be entitled to four weeks paid vacation per year.     **8. ****Termination of Employment****.**          (A) **Termination Due to Death****.**In the event that the Executive’s employment hereunderis terminated due to his/her death, his/her estate or his/her beneficiaries (as the case may be)shall be entitled to:               (1) Base Salary through the end of the month in which his/her death occurs;               (2) a Pro-Rata annual incentive bonus award for the fiscal year in which his/her death occurs,based on the Executive’s annual incentive bonus award opportunity for the year of death (excludingany overachievement bonus award opportunity), payable in a lump sum promptly following his/herdeath, regardless of the Executive’s and Company’s performance during such fiscal year;               (3) the continued right to exercise each outstanding stock option for a period of 12 months(provided, however, that no options can be exercised beyond their expiration date), all suchoptions to become fully vested and exercisable as of the date of his/her death, and the immediatevesting of all shares of restricted stock as of the date of his/her death;
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               (4) immediate vesting in the Company’s Retirement Savings Plan (or any successor 401(k) plan),pension plan, supplemental retirement plan and deferred compensation plans; and               (5) the benefits described in Section 8(H)(1).          (B) **Termination Due to Disability****.**In the event that the Executive’s employmenthereunder is terminated due to Disability, he/she shall be entitled to the following:               (1) periodic disability payments in accordance with the Company’s Long-Term Disability Plan;               (2) Base Salary through the end of the month in which the Termination Date occurs;               (3) a Pro-Rata annual incentive bonus award for the fiscal year in which his/her TerminationDate occurs, based on the Executive’s annual incentive bonus award opportunity for such fiscal year(excluding any overachievement bonus award opportunity), payable in a lump sum promptly followingthe Termination Date, regardless of the Executive’s and Company’s performance during such fiscalyear;               (4) the continued right to exercise each outstanding stock option for a period of 12 months(provided, however, that no options can be exercised beyond their expiration date), all suchoptions to become fully vested and exercisable as of the Termination Date, and the immediatevesting of all shares of restricted stock as of the Termination Date; and               (5) continued participation, for a period of two years from the Termination Date, in allmedical, dental, vision, hospitalization, disability and life insurance coverages and in all otheremployee welfare benefit plans, programs and arrangements in which he/she was participating on thedate on which his/her employment terminates, on terms and conditions that are no less favorable tohim/her than those that applied on such date, and with COBRA benefits commencing thereafter;providedthat the Company’s obligation under this Section 8(B)(5) shall be reducedto the extent that equivalent coverages and benefits (determined on a coverage-by-coverage andbenefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequentemployer; and               (6) immediate vesting in the Company’s Retirement Savings Plan (or any successor 401(k) plan),pension plan, supplemental retirement plan and deferred compensation plans; and               (7) the benefits described in Section 8(H)(1).
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               No termination of the Executive’s employment for Disability shall be effective until theCompany first gives 15 days written notice of such termination to Executive.          (C) **Termination by the Company for Cause****.**               (1) No termination of the Executive’s employment hereunder by the Company for Cause shall beeffective unless the provisions of this Section 8(C)(1) shall have been complied with. TheExecutive shall be given written notice by the CEO of the intention to terminate him/her for Cause,such notice to state in detail the particular circumstances that constitute the grounds on whichthe proposed termination for Cause is based. Except in the case of a termination for Causepursuant to Section 1(E)(1) or Section 1(E)(3) which will be effective, in the sole discretion ofthe CEO, on the date set forth in the notice, the Executive shall have 15 days after receiving suchnotice in which to cure such grounds, to the extent such cure is possible. If he/she fails to curesuch grounds, his/her employment hereunder shall thereupon be terminated for Cause.               (2) In the event that the Executive’s employment hereunder is terminated by the Companyfor Cause in accordance with Section 8(C)(1), he/she shall be entitled to:                    (A) 30 days to exercise any stock option which is vested and exercisable on the TerminationDate (provided, however, that no options shall be exercisable after their expiration date). Allstock options which are not vested and exercisable as of the Termination Date will be forfeited,and all restricted stock which has not vested and been distributed as of the Termination Date willbe forfeited; and                    (B) the benefits described in Section 8(H)(1).          (D) **Termination Without Cause****.**In the event that the Executive’s employment hereunderis terminated by the Company without Cause and Sections 8(A) (death), (B) (disability) and (F)(change in control) do not apply, and provided Executive executes a full release satisfactory tothe Company, then the Executive shall be entitled to:               (1) Base Salary for a two-year period ending on the second anniversary of the TerminationDate, payable as provided in Section 4;               (2) a Pro-Rata annual incentive award for the fiscal year in which the Termination Dateoccurs, based on the Executive’s annual bonus opportunity for such fiscal year (excluding anyoverachievement bonus opportunity), payable in a lump sum promptly following the Termination Date,regardless of the Executive’s and Company’s performance during such fiscal year;               (3) an amount equal to twice the Executive’s annual bonus opportunity for the year oftermination (excluding any overachievement bonus opportunity),
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payable in equal installments over the two-year period ending on the second anniversary of theTermination Date;               (4) the continued right to exercise any vested and exercisable stock option for a minimumperiod of 12 months from the Termination Date (provided, however, that no options can be exercisedafter their expiration date). During the 12-month period following the Termination Date, allunvested stock options will continue to vest as if the Executive were still employed with theCompany. All stock options which are not vested or exercised as of 12 months following theTermination Date will be forfeited. In addition, all restricted stock which has not beendistributed as of the Termination Date will be forfeited;               (5) continued participation, through the second anniversary of the Termination Date, in allmedical, dental, vision, hospitalization, disability and life insurance coverages and in all otheremployee welfare benefit plans, programs and arrangements in which he/she or his/her family memberswere participating on such date, on terms and conditions that are no less favorable to him/her thanthose that applied on such date and with COBRA benefits commencing thereafter; providedthat the Company’s obligation under this Section 8(D)(5) shall be reduced to the extentthat equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefitbasis) are provided under the plans, programs or arrangements of a subsequent employer;               (6) immediate vesting in the Company’s Retirement Savings Plan (or any successor 401(k) plan),pension plan, supplemental retirement plan, and deferred compensation plans; and               (7) the benefits described in Section 8(H)(1).          (E) **Constructive Termination Without Cause****.**In the event that: (i) a ConstructiveTermination Without Cause occurs and (ii) Section 8(F) (change in control) does not apply, then theExecutive shall have the same entitlements as provided under Section 8(D) for a termination by theCompany without Cause.          (F) **Termination Without Cause Following a Change in Control or Potential Change inControl****.**In the event that: (i) the Executive’s employment hereunder is terminated (A)through a Constructive Termination without Cause or (B) by the Company without Cause and (ii) thetermination of employment occurs within two years following a Change in Control, and providedExecutive executes a full release satisfactory to the Company, then the Executive shall be entitledto:               (1) Base Salary through the second anniversary of the Termination Date, payable as provided inSection 4;               (2) a Pro-Rata annual incentive bonus award for the fiscal year in which the Termination Dateoccurs based on the Executive’s annual incentive bonus award
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opportunity for such fiscal year (excluding any overachievement bonus award opportunity), payablein a lump sum promptly following the Termination Date, regardless of the Executive’s and Company’sperformance during such fiscal year;               (3) an amount equal to twice the Executive’s annual bonus opportunity for the year oftermination (excluding any overachievement bonus award opportunity) payable in equal installmentsover the 24-month period for which Base Salary is continued;               (4) the continued right to exercise any outstanding stock option for a period of 3 months fromthe Termination Date (provided, however, that no options may be exercised after their expirationdate), all such options to become fully vested and exercisable as of the Termination Date;               (5) the immediate vesting of all shares of restricted stock of the Company as of theTermination Date;               (6) an amount equal to the Company’s contributions to which the Executive would have beenentitled under the Company’s Retirement Savings Plan (or any successor thereto) if the Executivehad continued working for the Company and the Retirement Savings Plan continued in force during thetwenty-four months following the Termination Date (“Separation Period”) at the highest annual rateof Base Salary achieved during the Executive’s period of actual employment with the Company, andmaking the maximum amount of employee contributions, if any, as are required under such plan;               (7) an amount equal to the excess of (i) the present value of the benefits to which theExecutive would be entitled under the Company’s pension plan and Company’s supplemental retirementplan (and any successor thereto) if the Executive had continued working for the Company for aperiod of 24 months following the Termination Date at the highest annual rate of Base Salaryachieved during the Executive’s period of actual employment with the Company, and the pension plancontinued in force during the Separation Period, over (ii) the present value of the benefits towhich the Executive is actually entitled under the Company’s pension plan and supplementalretirement plan, each computed as of the date of the Executive’s Date of Termination, with presentvalues to be determined using the discount rate used by the Pension Benefits Guaranty Corporationto calculate the benefit liabilities under the pension plan in the event of a plan termination onthe Date of Termination, compounded monthly, the mortality tables prescribed in the Company’sPension Plan for determining actuarial equivalence, and the reduction factor (if any) for the earlycommencement of pension payments based on the Executive’s age on the last day of the 24th monthfollowing the Termination Date;               (8) immediate vesting in the Company’s Retirement Savings Plan (or any successor 401(k) plan),pension plan, supplemental retirement plan and deferred compensation plans;
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               (9) continued participation, through the second anniversary of the Termination Date, in allmedical, dental, vision, hospitalization, disability and life insurance coverages and in all otheremployee welfare benefit plans, programs and arrangements in which he/she or his/her family memberswere participating on such date, on terms and conditions that are no less favorable to him/her thanthose that applied on such date and with COBRA benefits commencing thereafter, provided that theCompany’s obligation under this Section 8(F)(9) shall be reduced to the extent that equivalentcoverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) areprovided under the plans, programs or arrangements of a subsequent employer; and               (10) the benefits described in Section 8(H)(1).               For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of thefollowing events (if such event occurs within two years following such Potential Change in Control)shall be deemed to be a Termination of Executive’s Employment without Cause following a Change inControl: (i) the Executive’s employment is terminated without Cause and such termination is at therequest or direction of or pursuant to negotiations with a Person who has entered into an agreementwith the Company the consummation of which will constitute a Change in Control; (ii) theExecutive’s employment is terminated through a Constructive Termination Without Cause and thecircumstances or events which constitute the basis for Executive’s claim of ConstructiveTermination occur at the request or direction of, or pursuant to negotiations with, such Person, or(iii) the Executive’s employment is terminated without Cause and such termination is otherwise inconnection with or in anticipation of a Change in Control which actually occurs.          The Company agrees that the Executive is not required to seek other employment or to attemptin any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payableto pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable toExecutive, except as provided in Section 8(F)(9).          (G) **Voluntary Termination****.**In the event that the Executive terminates his/heremployment with the Company on his/her own initiative (other than by death, for Disability, by aConstructive Termination without Cause), then he/she shall have the same entitlements as providedin Section 8(C)(2) in the case of a termination by the Company for Cause. A voluntary terminationunder this Section 8(G) shall be effective upon written notice to the Company and shall not bedeemed a breach of this Agreement.          (H) **Miscellaneous****.**               (1) On any termination of the Executive’s employment hereunder, he/she shall be entitled to:                    (A) Base Salary through the Termination Date;                    (B) any amounts due him/her under Section 7;
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                    (C) a lump-sum payment in respect of accrued but unused vacation days at his/her Base Salaryrate in effect as of the Termination Date;                    (D) payment, promptly when due, of all amounts owed to him/her in connection with thetermination; and                    (E) other benefits, if any, in accordance with applicable plans, programs and arrangements ofthe Company. This provision will permit the Executive to elect to take advantage of any provisionsof, or changes to, the IKON benefit plans which are applicable to IKON employees generally(including, without limitation, provisions relating to the vesting/exercisability of stock optionsin the event of retirement or disability), providedthat Executive opts to havesuch general provisions applied on his/her behalf instead of those set forth in this Agreement. Inno event, however, will this provision entitle Executive to duplicative or double benefits, norshall he/she be eligible to receive payments under any severance program of the Company applicableto employees generally.               (2) Any amounts due under this Section 8 are considered to be reasonable by the Company andare not in the nature of a penalty.     **9. ****Golden Parachute Tax****.**In the event that any payment or benefit made or provided toor for the benefit of the Executive in connection with this Agreement, the Executive’s employmentwith the Company, or the termination thereof (a “Payment”) is determined to be subject to anyexcise tax (“Excise Tax”) imposed by Section 4999 of the Code (or any successor to such Section),the Company shall pay to the Executive, prior to the time any Excise Tax is payable with respect tosuch Payment (through withholding or otherwise), an additional amount which, after the impositionof all income, employment, excise and other taxes, penalties and interest thereon, is equal to thesum of (i) the Excise Tax on such Payment plus (ii) any penalty and interest assessments associatedwith such Excise Tax. The determination of whether any Payment is subject to an Excise Tax and, ifso, the amount to be paid by the Company to the Executive and the time of payment shall be made byan independent auditor (the “Auditor”) selected jointly by the Parties and paid by the Company.Unless the Executive agrees otherwise in writing, the Auditor shall be a nationally recognizedUnited States public accounting firm that has not, during the two years preceding the date of itsselection, acted in any way on behalf of the Company or any of its Affiliates. If the Partiescannot agree on the firm to serve as the Auditor, then the Parties shall each select one accountingfirm and those two firms shall jointly select the accounting firm to serve as the Auditor.**10.****Indemnification; D&O Insurance****.**          (A) **Indemnification****.**The Company agrees that: (i) if the Executive is made a party,or is threatened to be made a party, to any Proceeding by reason of the fact that he/she is or wasa director, officer, employee, agent, manager, consultant or representative of the Company or is orwas serving at the request of the Company or any of its Affiliates as a director, officer, member,employee, agent, manager, consultant or representative of another
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Person or (ii) if any Claim is made, or threatened to be made, that arises out of or relatesto this Agreement or the Executive’s service hereunder or in any of the foregoing capacities, thenthe Executive shall promptly be indemnified and held harmless by the Company for any Claims broughtby a third party against the Executive to the fullest extent legally permitted or authorized by theCompany’s Articles of Incorporation, Code of Regulations or Board resolutions or by the laws of theState of Ohio, against any and all costs, expenses, liabilities and losses (including, withoutlimitation, attorney’s fees, judgments, interest, expenses of investigation, penalties, fines,ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or sufferedby the Executive in connection therewith, and such indemnification shall continue as to theExecutive even if he/she has ceased to be a director, member, employee, agent, manager, consultantor representative of the Company or other Person and shall inure to the benefit of the Executive’sheirs, executors and administrators. The Company shall advance to the Executive all costs andexpenses incurred by him/her in connection with any such Proceeding or Claim within 20 days afterreceiving written notice requesting such an advance. Such notice shall include, to the extentrequired by applicable law, an undertaking by the Executive to repay the amount advanced if he/sheis ultimately determined not to be entitled to indemnification against such costs and expenses.          (B) **D&O Insurance****.**During the Term of Agreement and for a period of six yearsthereafter, the Company shall keep in place a directors’ and officers’ liability insurance policy(or policies) providing comprehensive coverage to the Executive to the extent that the Companyprovides such coverage for any other senior executive or director.     **11. ****Covenants****.**          (A) **Confidentiality****.**During the Term of Agreement and thereafter, the Executive shallnot, without the prior written consent of the Company, divulge, disclose or make accessible to anyPerson any confidential non-public document, record or information concerning the business oraffairs of the Company that he/she has acquired in the course of his/her employment hereunder,except (i) to the Company or to any authorized (or apparently authorized) agent or representativeof the Company, (ii) to authorized third parties in connection with performing his/her duties underthis Agreement, or (iii) when required to do so by law or by a court, governmental agency,legislative body, or other Person with apparent jurisdiction to order him/her to divulge, discloseor make accessible such information; providedthat these restrictions shall notapply to any document, record or other information that: (i) has previously been disclosed to thepublic, or is in the public domain, other than as a result of the Executive’s breach of thisSection 11(A), or (ii) is known or generally available within any trade or industry of the Company.          (B) **Non-Solicitation****.**During the twenty-four (24)-month period that commences on theTermination Date and ends on the second anniversary of the Termination Date, the Executive shallnot without the prior consent of the Company:               (a) solicit, on his/her own behalf or on behalf of any other Person, any individual known bythe Executive to be an employee of the Company to instead become an employee of any Person notaffiliated with the Company; or
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               (b) solicit, on his/her own behalf or on behalf of any other Person, any Person known by theExecutive to be customer of, or vendor to, the Company to cease to be a customer or vendor of theCompany and/or to become a customer of, or vendor to, any Person not affiliated with the Company.          (C) **Non-Competition**. During the twenty-four (24)-month period that commences on theTermination Date and ends on the second anniversary of the Termination Date, the Executive shallnot, without the prior consent of the Company, directly or indirectly own, manage, operate, join,control or participate in the ownership, management, operation or control of, or be employed by orotherwise connected in any substantial manner with any business which directly or indirectlycompetes to a material extent with any line of business of the Company or its subsidiaries whichwas operated by the Company or its subsidiaries at the Termination Date; provided that nothing inthis paragraph shall prohibit the Executive from acquiring up to 5% of any class of outstandingequity securities of any corporation whose equity securities are regularly traded on a nationalsecurities exchange or in the “over-the-counter market.”          The foregoing noncompetition restriction of this Section 11(C) shall not apply following aChange of Control Event if (a) the Executive’s employment has been terminated by the Companywithout Cause within two years following such Change in Control Event, (b) the Executive terminateshis/her employment as the result of a Constructive Termination within two years following suchChange in Control Event or (c) the Company elects, within two years following such Change inControl Event, not to extend the term of employment.          The foregoing noncompetition restriction of this Section 11(C) shall not apply following aPotential Change in Control if: (i) the Executive’s employment is terminated without Cause withintwo years following such Potential Change in Control, and such termination is at the request ordirection of or pursuant to negotiations with a Person who has entered into an agreement with theCompany the consummation of which will constitute a Change in Control; (ii) the Executive’semployment is terminated through a Constructive Discharge without Cause within two years followingsuch Potential Change in Control, and the circumstances or events which constitute the basis forExecutive’s claim of Constructive Discharge occur at the request or direction of, or pursuant tonegotiations with, such Person, iii) the Company elects, within two years following such PotentialChange in Control, not to extend the term of employment, and such election was at the request ordirection of or pursuant to negotiations with such Person; or iv) the Executive’s employment isterminated without Cause within two years following such Potential Change in Control and suchtermination is otherwise in connection with or in anticipation of a Change in Control whichactually occurs.     **12. ****Assignability; Binding Nature****.**          This Agreement shall be binding upon and inure to the benefit of the Parties and theirrespective successors, heirs (in the case of the Executive) and assigns. No rights or obligationsof the Company under this Agreement may be assigned or transferred by the
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Company except that such rights or obligations may be assigned or transferred pursuant to amerger or consolidation in which the Company is not the continuing entity, or a sale or liquidationof all or substantially all of the assets of the Company; providedthat theassignee or transferee is the successor to all or substantially all of the assets of the Companyand such assignee or transferee assumes the liabilities, obligations and duties of the Company, ascontained in this Agreement, either contractually or as a matter of law. In the event of any saleof assets or liquidation as described in the preceding sentence, the Company shall use its bestefforts to cause such assignee or transferee to expressly assume the liabilities, obligations andduties of the Company hereunder. No rights or obligations of the Executive under this Agreementmay be assigned or transferred by the Executive other than his/her rights to compensation andbenefits, which may be transferred only by will or operation of law, except as provided in Section16(E).     **13. ****Representations****.**          (A) **The Company’s Representations****.**The Company represents and warrants that (i) it isfully authorized by action of its Board (and of any other Person or body whose action is required)to enter into this Agreement and to perform its obligations under it; (ii) the execution, deliveryand performance of this Agreement by the Company does not violate any applicable law, regulation,order, judgment or decree or any agreement, plan or corporate governance document of the Company;and (iii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall bethe valid and binding obligation of the Company, enforceable against the Company in accordance withits terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvencyor similar laws affecting the enforcement of creditors’ rights generally.          (B) **The Executive’s Representations****.**The Executive represents and warrants that, tothe best of his/her knowledge and belief, (i) delivery and performance of this Agreement by him/herdoes not violate any applicable law, regulation, order, judgment or decree or any agreement towhich the Executive is a party or by which he/she is bound, and (ii) upon the execution anddelivery of this Agreement by the Parties, this Agreement shall be the valid and binding obligationof the Executive, enforceable against him/her in accordance with its terms, except to the extentenforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting theenforcement of creditors’ rights generally.     **14. ****Resolution of Disputes****.**          Any Claim arising out of or relating to this Agreement or the Executive’s employment with theCompany or the termination thereof shall be resolved by binding confidential arbitration, to beheld in Philadelphia, Pennsylvania, in accordance with the Commercial Arbitration Rules of theAmerican Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may beentered in any court having jurisdiction thereof.
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     **15. ****Notices****.**          Any notice, consent, demand, request, or other communication given to a Person in connectionwith this Agreement shall be in writing and shall be deemed to have been given to such Person (i)when delivered personally to such Person or (ii), provided that a written acknowledgment of receiptis obtained, two days after being sent by prepaid certified or registered mail, or by a nationallyrecognized overnight courier, to the address specified below for such Person (or to such otheraddress as such Person shall have specified by ten days advance notice given in accordance withthis Section 15), or (iii) in the case of the Company only, on the first business day after it issent by facsimile to the facsimile number set forth for the Company (or to such other facsimilenumber as the Company shall have specified by ten days advance notice given in accordance with thisSection 15), with a confirmatory copy sent by certified or registered mail or by overnight courierto the Company in accordance with this Section 15.   If to the Company: IKON Office Solutions, Inc.  70 Valley Stream Parkway  Malvern, Pennsylvania 19355  Attn: Chief Executive Officer  Facsimile #: 610-725-8279   If to the Executive: Michael Kohlsdorf, at the last address knownto the Company (with a copy to the Executive at the Company’saddress)   If to a beneficiaryof the Executive: The address most recently specified by the Executive orbeneficiary through notice given in accordance with thisSection 15.     **16. ****Miscellaneous****.**          (A) **Entire Agreement****.**This Agreement contains the entire understanding and agreementbetween the Parties concerning the subject matter hereof and supersedes all prior agreements,understandings, discussions, negotiations and undertakings, whether written or oral, between theParties with respect thereto.          (B) **Severability****.**In the event that any provision or portion of this Agreement shallbe determined to be invalid or unenforceable for any reason, in whole or in part, the remainingprovisions of this Agreement shall be unaffected thereby and shall remain in full force and effectto the fullest extent permitted by law so as to achieve the purposes of this Agreement.          (C) **Amendment or Waiver****.**No provision in this Agreement may be amended unless suchamendment is set forth in a writing signed by the Parties. No waiver by either Party of any breachof any condition or provision contained in this Agreement shall be deemed a waiver of any similaror dissimilar condition or provision at the same or any prior
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or subsequent time. To be effective, any waiver must be set forth in a writing signed by thewaiving Party.          (D) **Headings****.**The headings of the Sections contained in this Agreement are forconvenience only and shall not be deemed to control or affect the meaning or construction of anyprovision of this Agreement.          (E) **Beneficiaries/References****.**The Executive shall be entitled, to the extentpermitted under any applicable law, to select and change a beneficiary or beneficiaries to receiveany compensation or benefit hereunder following the Executive’s death by giving the Company writtennotice thereof. In the event of the Executive’s death or a judicial determination of his/herincompetence, references in this Agreement to the Executive shall be deemed, where appropriate, torefer to his/her beneficiary, estate or other legal representative.          (F) **Survivorship****.**Except as otherwise set forth in this Agreement, the respectiverights and obligations of the Parties hereunder shall survive any termination of the Executive’semployment.          (G) **Governing Law/Jurisdiction****.**This Agreement shall be governed, construed,performed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, withoutreference to principles of conflict of laws.          (H) **Counterparts****.**This Agreement may be executed in two or more counterparts.          (I) **Employee Benefit Plans.**In the event that the terms of any of the Company’semployee benefit plans provide for the vesting or distribution of benefits on a date earlier thanthe date set forth in this Agreement, such earlier date shall prevail.          IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of thedate set forth above:         **The Company**           By:                    Matthew J. Espe           Chairman, President & CEO           **The Executive**                Michael Kohlsdorf  
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