exv10w36



 



Exhibit
10.36

EXECUTIVE EMPLOYMENT AGREEMENT




THIS IS A VERY IMPORTANT LEGAL DOCUMENT WHICH MAY AFFECT YOUR

RIGHTS TO FUTURE EMPLOYMENT. AS A RESULT, YOU SHOULD REVIEW THE

DOCUMENT CAREFULLY, AND FULLY UNDERSTAND ITS TERMS AND

IMPLICATIONS, BEFORE SIGNING. YOU MUST BE AWARE THAT ADDENDA

A B AND C FORM PART OF THIS AGREEMENT




     This Employment Agreement (“Agreement”) effective 22nd October 1997 is entered
into between IKON OFFICE SOLUTIONS PLC (Company Number: 1271033) whose registered office is
situated at IKON House, 30 Cowcross Street, London, EC1M 6DQ., (“IKON”) and David Mills of 2
Farley Park, Oxted, Surrey, RH8 9HY (“Executive”).



     In consideration of the mutual promises contained in this Agreement none of which would be
conferred upon Executive absent execution of this Agreement: the parties to this Agreement
(“Parties”), INTENDING TO BE LEGALLY BOUND, agree as follows:



DEFINITIONS



In this Agreement, unless the context otherwise requires:





	1.	 	“Board” means the Board of Directors of IKON;
	 
	2.	 	“Group Companies” means the Company its ultimate holding company and all subsidiary and
associated companies of the Company and/or its ultimate holding company;
	 
	3.	 	“associated company” means a company which falls to be treated as such for the purposes of
Statement of Standard Accounting Practice No. 1 of the Institute of Chartered Accountants
in England & Wales;
	 
	4.	 	“subsidiary” and “holding company” have the meaning ascribed thereto in Section 736 of the
Companies Act 1985 (as amended).





ARTICLE 1 — TERMS OF EMPLOYMENT





	1.1	 	DUTIES





     1.1.1 DUTIES OF POSITION IKON shall employ Executive as President. The Parties
expressly agree that the position of President of IKON is a key position and an executive
position in IKON. Executive shall comply with his obligations set forth in this Agreement.
Executive specifically recognises and acknowledges that this position is one of trust and
confidence and that, as a result, he will have access to, and may be given specialised education
and confidential, proprietary information of IKON and its Group Companies.



     1.1.2 DUTY OF LOYALTY Executive will (1) devote substantially the whole of his
working time, attention, and energies to the business of IKON and its Group Companies and
diligently perform all duties incident to his employment; (2) use his best efforts to promote the
interests and goodwill of IKON and its Group Companies; and (3) perform such other duties
commensurate with his office as President of IKON, from time to time reasonably assigned to him.
Further, during the Term (as defined below) Executive shall not knowingly engage in any activity
to the detriment or embarrassment of IKON and its Group Companies. By way of illustration and not
as a limitation, Executive shall not discuss with any customer or potential customer of, or any
competitor of IKON,



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any plans by Executive or any other employees of IKON and its Group Companies to leave
the employment of IKON and its Group Companies (save where such discussions concern the
employment of Executive with a customer or potential customer whose business does not compete
with the Company’s Business (as defined in Article 3.1)) or to compete with IKON and its Group
Companies and, Executive shall at all times in performance of his duties work in concert with,
and take reasonable direction from the Board. Further, Executive will make such reports,
concerning the affairs of IKON and other Group Companies as and when required, by the Board or
any holding company of IKON.




     1.1.3 DISCLOSURE OF INTERESTS



     1.1.3.1 Except as a representative of IKON or with the previous approval of the Board,
Executive shall not during the Term (as defined below) whether directly or indirectly paid or
unpaid be
engaged or concerned in the conduct of any other actual or prospective business or profession
or be or
become an employee, agent, partner, consultant or director of any other company or firm or
have any
financial interest in any other such business or profession.



     1.1.3.2 Executive shall be permitted to hold: (i) shares or securities of a company any of
whose shares or securities are quoted or dealt in on any recognised investment exchange
provided that
any such holding shall not exceed five (5) per cent of the issued share capital of the company
concerned
and is held by way of bona fide investment only; (ii) shares or securities of an unquoted
company
provided that any such holding shall not exceed ten (10) per cent of the issued share capital
of the
company and is held by way of bona fide investment only; (iii) passive investment in venture
capital
trusts, business expansion schemes or similar bodies save that this sub-Article 1.1.3.2 shall
not permit
any holding of shares, securities and other investment in any company or other entity engaged
in
business similar to or competitive with the Company’s Business (as defined in Article 3.1) and
(iv)
investment in unit trusts and other similar widely diversified funds (e.g. investment funds
and pension
funds) in which Executive does not direct the businesses in which investments are made.




	1.2	 	TERM OF AGREEMENT





     1.2.1 Length of Term IKON shall engage Executive and Executive shall serve IKON
as herein provided. The term of this engagement shall commence on 22nd October 1997
and shall continue subject as herein mentioned in this Agreement unless and until terminated by
either party giving to the other not less than three (3) months previous notice in writing but not
in any event so as to extend beyond Executive’s 65th birthday (“Term”).



     1.2.2 Payment in Lieu Where notice is served to terminate the Term whether by IKON
or by Executive, then IKON shall terminate the Term forthwith and in full and final satisfaction
of Executive’s claims under this Agreement by paying to Executive a payment in lieu of notice.
Such payment will be without prejudice to the obligations of the Parties under Article 4 hereof
and to Executive’s right to payment of accrued Base Salary, Contractual Bonus and other
Contractual Entitlements (each of Base Salary, Contractual Bonus and other Contractual
Entitlements as set out in Addendum A) in respect of the period to the date of termination. Such
payment will be comprised of Executive’s Base Salary, Contractual Entitlements and his
Contractual Bonus as set out in Addendum A each pro-rata for the remaining period of notice on
the basis that the Executive had actually served the remaining period of notice. The method of
calculating the payment in lieu of notice as at the date hereof is provided at Addendum C.



     1.2.3 Continuing Service Where notice is served to terminate the Term pursuant to
Article 1.2.1 Executive shall, at the request of IKON, provide his services (as provided for
hereunder) for a further period of up to one month from the date notice is served (the “Further
Period”). In the



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event that Executive is so requested Executive shall receive a further payment equivalent
to his Base Salary. Contractual Entitlements and Contractual Bonus pro rata the Further Period.
The method of calculating the further payment as at the date hereof is provided at Addendum C.
For the sake of clarity such payment shall be in addition to the other payments, if any, due to
Executive hereunder. The date of termination for the purposes of this Agreement shall be the
date where notice is served to terminate the Term pursuant to Article 1.2.1.




1.3 COMPENSATION During the Term, Executive shall be compensated in accordance with
the terms set forth in Addendum A of the Agreement which is incorporated as if fully set forth
herein. Without prejudice to the generality of the foregoing this shall include any changes to
the Base Salary, Contractual Entitlements or Contractual Bonus stated therein (“Total
Compensation Package”) providing such alterations to Base Salary and/or alterations to
Contractual Entitlements and/or alterations in Contractual Bonus which have been mutually agreed
by Executive and IKON and notified to Executive in writing by IKON. In the event IKON shall pay
to Executive during the Term any compensation in excess of the Total Compensation Package
provided for herein, the same shall not be deemed thereby for any purpose to become part of the
contractual remuneration or part of Total Compensation Package hereunder. The fact that such a
payment is payable in any one year does not indicate any entitlement for future years.




	1.4	 	OBLIGATIONS OF EXECUTIVE





     1.4.1 Executive understands that the obligations imposed under this Agreement are not
exclusive, and that Executive may be required in pursuance of his duties hereunder:



     (1) to perform services not only for IKON but also for any of the Group Companies and
without further remuneration (except as otherwise agreed) to accept such offices in any of the
Group
Companies as IKON may from time to time reasonably require;



     (2) to work at such places within the United Kingdom as IKON may require within a
reasonable travelling distance of Executive’s current location; and



     (3) to travel to such places whether in or outside the United Kingdom by such means
and on such occasions as IKON may from time to time reasonably require.



     1.4.2 Without prejudice to Article 1.2.2 but notwithstanding the foregoing or any other
provision of this Agreement IKON shall not be under any obligation to vest in or assign to
Executive any powers or duties and may at any time require Executive to perform:-



     (1) all his normal duties;



     (2) a part only of his normal duties and no other duties;



     (3) such duties as it may reasonably require and no others;



     (4) no duties whatever;


and may from time to time suspend or exclude Executive from the performance of his duties and/or
from all or any premises of IKON for the period of three (3) months in total at any one time
without the need to give any reason for doing so but his Total Compensation Package hereunder will
not cease to be payable to or provided to Executive (in whole or in part) by reason only of such
requirement as




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mentioned in sub-Articles (2) to (4) of this Article 1.4.2 or such suspension or
exclusion (unless or until his employment under this Agreement shall be terminated).





	1.5	 	DISCOVERIES





     1.5.1 Acknowledgement of Potential Discoveries Executive acknowledges that because
of the nature of his duties and the particular responsibilities arising as a result of such
duties which he
owes to IKON and the Group Companies he has a special obligation to further the interests of
IKON
and the Group Companies. In particular, the duties of Executive may include reviewing the
services
supplied by IKON and Group Companies with a view to improving them by new and/or original
ideas
and inventions and implementing such improvements.



     1.5.2 Duty of Disclosure Executive shall promptly disclose in writing to IKON any and
all information, ideas, conceptions, inventions, discoveries, processes, methods, designs, and
know-how, as well as all works of authorship (including computer programs) (together “Intellectual
Property”) which are conceived, originated, developed, made or acquired by Executive,
either
individually or jointly with others, during the period of Executive’s employment with IKON
and: (i) for
which IKON or any other Group Company provided either equipment, supplies, facilities, or
confidential information; or (ii) which were made or conceived on or partially on IKON’s time;
or (iii)
which relate to IKON’s business or that of any other Group Company or the business that IKON
or
any other Group Company is in the process of developing.



     1.5.3 Vesting Executive acknowledges that the intellectual property rights subsisting
or
which may in the future subsist in any such Intellectual Property conceived, originated,
developed,
made or acquired by Executive, either individually or jointly with others, during the period
of
Executive’s employment with IKON will, on creation, vest in and be the exclusive property of
IKON
and its Group Companies and where the same does not automatically vest as aforesaid, the
Executive
shall assign the same to IKON or its nominee (upon the request and at the cost of IKON).
Executive
hereby irrevocably waives any rights which he may have in any such Intellectual Property which
are or
have been conferred upon him by Chapter IV of Part I of the Copyright. Designs and Patents Act
1988
headed “Moral Rights”.



     1.5.4 Appointment of Attorney Executive hereby irrevocably appoints IKON to be his
attorney in his name and on his behalf to execute and do any such instrument or thing and
generally to
use his name for the purpose of giving to IKON or its nominee the full benefit of the
provisions of this
Article 1.5 and acknowledges in favour of any third party that a certificate in writing signed
by any
Director or Secretary of IKON that any instrument or act falls within the authority hereby
conferred
shall be conclusive evidence that such is the case.



     1.5.5 Discoveries post termination Executive agrees that, without
limitation to the foregoing:



     (a) any Intellectual Property disclosed by Executive to a third person or described in a
patent or registered design application filed by the Executive or on the Executive’s behalf:
and



     (b) any Intellectual Property disclosed to a third person, published or the subject of an
application for copyright or other registration filed by Executive or on Executive’s behalf, during or within twelve (12) months following termination of the Term will be presumed to have
been written, developed, produced, conceived or made by Executive during the Term, unless proved
by Executive to have been written, developed, produced, conceived or made by Executive following
the termination of the Term.




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ARTICLE 2 — TERMINATION OF AGREEMENT





	2.1	 	TERMINATION BY THE COMPANY — DEFAULT IKON may, in its sole discretion, terminate Executive’s employment summarily at any time during the Term if Executive
shall have committed an act of gross misconduct which without prejudice to the
generality of the foregoing shall include Executive:






	 	(1)	 	committing an act of dishonesty or theft;
	 
	 	(2)	 	being declared bankrupt or compounding with his creditors; and
	 
	 	(3)	 	engaging in any activity to the detriment or embarrassment of IKON (and any
Group Company), or breaching the duties of loyalty to IKON under Article 1.1.2
hereunder, or refusing to take reasonable directions from the Board (or any
holding
company) of IKON PROVIDED THAT such conduct amounts to a gross breach of
his obligations under the terms of this Agreement.





     In the event of the termination of Executive under this Article 2.1, Executive’s right to
the compensation and benefits provided in Addendum A shall immediately terminate and/or cease to
accrue, provided, however, that Executive shall receive computed on a pro-rata basis to the date
of termination of employment (i) the unpaid portion, if any, of the Base Salary and (ii) any
unpaid accrued Contractual Entitlements owed to the Executive in accordance with Addendum A. Save
where terminated under sub-Article 2.1(2), there will be no entitlement to receive accrued
Contractual Bonus.


2.2 TERMINATION BY THE COMPANY — IN OTHER CIRCUMSTANCES IKON may
terminate the employment of Executive during the Term as stated in Article 1.2.




2.3 DISABILITY AND DEATH




     2.3.1 DISABILITY If the Executive is unable fully to perform his duties and
responsibilities hereunder to the full extent required by IKON by reason of illness, injury
or incapacity
for twenty-six (26) consecutive weeks in any period of twelve (12) months, IKON may, by
written
notice to Executive forthwith (or as from a future date specified in the notice) discontinue
payment in
whole or part of the Total Compensation Package until such incapacity shall cease or (whether
or not
the payment of the Total Compensation Package shall have discontinued as aforesaid) determine
the
Term. Subject as aforesaid The Total Compensation Package shall continue to be payable to
Executive
notwithstanding incapacity but IKON shall be entitled to set off or deduct therefrom the
amount of any
sickness or other benefit to which the Executive is entitled under the social security
legislation for the
time being in force. In the event that Executive is unable to perform his duties as set out
in this Article,
IKON shall not act in such a way as to frustrate the purpose of the Permanent Health
Insurance as set
out in Addendum A.



     2.3.2
DEATH In the event that Executive dies during the Term, IKON shall pay to his
executors, legal representatives or administrators an amount equal to the instalment of his
Base Salary
set forth in Addendum A for the month in which he dies and a payment equal to the Contractual
Bonus
pro rata the period served shall be paid and thereafter IKON shall have no further liability
or obligation
pursuant to the Agreement to his executors, legal representatives, administrators, heirs or
assigns or
any other person claiming under or through him; provided however, that Executive’s estate or
designated beneficiaries shall be entitled to receive (i) the payment prescribed for such
recipients under
any death benefit plan which may be in effect for employees of IKON and in which Executive
participated and (ii) any unpaid accrued benefits owed to the Executive in accordance with
the terms of
scheme or plan referred to in Addendum A.




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ARTICLE
3 — RESTRICTION ON THE USE OF CONFIDENTIAL INFORMATION



3.1
 SCOPE OF CONFIDENTIAL INFORMATION Executive acknowledges that IKON and
its Group Companies are engaged in the business of sales, servicing, renting, financing and
leasing relating to copier equipment, facsimiles, laser printers and document facilities management
and state-of-the-art copying and/or document scanning operations, the ongoing development and
implementation of outsourcing of document facilities management, copying, facsimile, laser printing
and local area networking sales and services, and such other business or businesses as IKON may
notify Executive prior to termination hereof and the growth through acquisitions of entities
engaged in any or all of the aforementioned businesses (“Company’s Business”). Executive further
recognises that the Company’s Business and its continued success depend upon the use and protection
of a large body of confidential and proprietary information. Executive further acknowledges that
he holds a position of trust and confidence by virtue of which he necessarily possesses, has access
to and, as a consequence of his signing this Agreement, will continue to possess and have access
to, highly valuable, confidential and proprietary information not known to employees of the Company
at large or the public in general, and that it would be improper for him to make use of this
information for the benefit of himself or others. All of such confidential and proprietary
information now existing or to be developed in the future will be referred to in this Agreement as
“Company Secrets”. IKON and Executive intend that the meaning of “Company Secrets” in this
Agreement will be read as broadly as possible to include all confidential information of any sort
(whether merely remembered or embodied in a tangible medium) which (i) is related to Company’s
Business (or potential future business as IKON may notify Executive prior to termination hereof)
and (ii) is not generally and publicly known. This includes, without specific limitation,
information relating to the nature and operation of the Company’s Business, the persons, firms and
corporations which are customers or active prospects of IKON and its Group Companies during
Executive’s employment by IKON, IKON and its Group Companies development transition and
transformation plans, methodology and methods of doing business, strategic, acquisition, marketing
and expansion plans, including plans regarding planned and potential acquisitions and sales,
financial and business plans, employee lists, numbers and location of sales representatives, new
and existing programs and services, support and those under development, prices and terms, customer
service, integration processes requirements, costs of providing service, support and equipment and
equipment maintenance costs.



3.2
 EXECUTIVE’S DUTY NOT TO DISCLOSE CONFIDENTIAL INFORMATION
Executive will protect and preserve as confidential during his employment relationship with IKON
and at all times after the termination of the employment relationship, all of the Company
Secrets at any time known to Executive or at any time in Executive’s possession or control.
Executive understands that this Agreement includes an obligation not to disclose Company Secrets
to employees within IKON who do not have a reasonable right or need to know the Company Secrets.



Executive will, during his employment relationship with IKON and at all times after the
termination of the employment relationship, neither disclose, use, nor allow any other person or
entity to use in any way except for the benefit of IKON, and as directed by IKON, any of the
Company Secrets.



The restrictions set out in this Article shall not apply so such matters: (1) which are in public
domain (other than through the default of Executive); or (2) which Executive is required to
produce by a court of competent jurisdiction or by government or regulatory body.



3.3
 RETURN OF CONFIDENTIAL INFORMATION  Executive will, prior to or upon leaving
employment with IKON, deliver up to IKON any and all records, items and media of any type
(including, without limitation, all partial or complete copies of duplicates) containing or
otherwise relating to any of the Company Secrets, whether prepared or acquired by or provided
to, Executive. Executive acknowledges that all such records, items and media are and at all times
will be and remain the property of IKON and its Group Companies.





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3.4
 ADDITIONAL AGREEMENTS REQUIRED BY THIRD
PARTIES  Executive will enter
into and comply fully with any agreement reasonably required by any of IKON and its Group
Companies’ affiliates, business partners, suppliers or contractors with respect to the protection of the
confidential and proprietary information of such entities.



3.5
SEVERABILITY Executive understands that the obligations imposed under this Restriction
on the Use of Confidential Information are in addition to, and independent of, any Restriction on
Post-Termination Employment imposed under this Agreement or any previously executed agreement
concerning post-termination employment, impose separate and distinct obligations from the
Restriction on Post-Termination Employment, and may be valid even if the Restriction on Post-Termination
Employment is declared invalid, in whole or in part, in any judicial or quasi-judicial forum.




ARTICLE 4 — RESTRICTION ON POST-TERMINATION EMPLOYMENT




4.1
 ACKNOWLEDGEMENTS BY EXECUTIVE 




     4.1.1
  ACKNOWLEDGEMENT OF PROTECTABLE INTERESTS Executive agrees
that IKON and its Group Companies have protectable interests in the Company Secrets, goodwill,
trade connections, their employees and the specialised knowledge acquired by Executive during the
course of his employment with IKON and any Group Companies.



     4.1.2  ABILITY TO EARN LIVELIHOOD Executive expressly agrees and
acknowledges that the Restrictions contained in this Article 4 do not preclude Executive from
earning a livelihood, nor does it unreasonably impose limitations on Executive’s ability to earn a
living. In addition, the Executive agrees and acknowledges that the potential harm to IKON and its Group
Companies of its non-enforcement outweighs any harm to the Executive of its enforcement by
injunction or otherwise.



4.2 POST-EMPLOYMENT RESTRICTIONS




     4.2.1 In consideration of Executive submitting to the obligations upon him under
Article 4.2.2 hereof IKON shall where there is termination of Executive’s employment.




	 	(l)	 	pay to Executive the Sum as hereinafter defined per month (i) commencing at the
expiration of the period in respect of which payment is made pursuant Article
1.2.2 hereof or at the date of termination (whichever shall be the later) and
(ii) ending at the expiration of the period of one year from the date of
termination (which period shall, if relevant, be reduced in the same manner
referred to at Article 4.2.3) (the “Payment Period”). The Sum shall be equal
to one month’s Base Salary and one month’s Contractual Bonus and one months’
Contractual Entitlements as was being paid to or, as in the case of the
Contractual Bonus accrued by or, as in the case of the Contractual
Entitlements provided to Executive (each of Base Salary, Contractual Bonus and
other Contractual Entitlements as set out in Addendum A) immediately prior to
termination. The method of calculating the Sum as at the date hereof is
provided at Addendum C. Each Sum shall be paid in arrears on or before the
last working day of each month and shall be paid less such tax and statutory
deductions that IKON is obliged by law and by the appropriate statutory or
governmental authority to deduct from such payment.
	 
	 	(2)	 	(provided that the Term shall not have been terminated pursuant to Article 2.1
hereof) request the Committee (as defined in the Rules of the Alco Standard
Corporation/IKON Office Solutions, Inc. Stock Option Plan, (the “Plan”)) to
exercise its discretion pursuant to Article 6.3(f) of the Plan in order that,
in circumstances where Executive shall have ceased to be an employee or
consultant of a Group Company, mat Executive’s remaining stock options
exercisable as at




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	 	 	 	the date of termination shall remain exercisable as permitted by the Plan for
the duration of the longer of the period of 3 months from termination or the
period of 3 months from the first day that Executive is permitted to exercise
such options where earlier exercise is prohibited by law or regulations and
that Executive shall for the said period have right to exercise such options
and/or sell such stock in IKON Office Solutions. Inc. subject to the
Executive complying with the provisions of Article 4.2.2. IKON shall procure
that Executive shall no longer be deemed an “insider”, as described in the
Confidential Information and Securities Trading Policy, a copy of which
Executive has already received. In the event that Executive shall have, before
the expiry of the period stated (without the prior approval of IKON) directly
or indirectly, to a material extent breached Executive’s obligations set out
in Article 4.2.2 below, then all options which Executive holds pursuant to the
Plan shall lapse and terminate and shall not in any event be exercisable
thereafter (unless the Committee (as defined in the Plan) shall otherwise so
determine). Executive hereby specifically acknowledges that the exercise of
the discretion referred to above is not an entitlement and that this Article
is reasonable in the circumstances.






It is agreed that this sub-Article 4.2.1(2) shall apply mutatis mutandis to
any other plan or scheme (subject always to the rules of such plan or scheme)
operated by IKON or any other Group Company pursuant to which Executive has
the right to acquire stock in IKON Office Solutions, Inc.



     4.2.2 Executive hereby covenants with IKON (for itself and as trustee for its Group
Companies) that upon termination of Executive’s employment with IKON howsoever arising Executive
will not, without the express written consent of IKON, directly or indirectly, for the following
periods stated from the date of termination, in any capacity (including as an employee, employer,
officer, director, proprietor, partner, joint venturer, consultant, stockholder (except for
investments of no greater than 5% of the total outstanding shares in any publicly funded
company)), on his behalf or on behalf of any other entity:




	 	4.2.2.1	 	at any time make any announcement, statement or comment (whether to the financial
media, any competitor, customer or supplier of any Group Company, any contract
consultant specialising in examining terms of photocopying contracts of supply
and/or service, any employee of any Group Company) concerning:






	 	(i)	 	the terms of this Agreement; and
	 
	 	(ii)	 	the business of IKON and other Group Companies in breach of Article 3;






save to the extent required by law or by any relevant statutory authority




	 	4.2.2.2	 	at any time make any statement concerning IKON or any other Group Company or
any officers or employees of any such company which is calculated to be damaging
to the business or reputation of the same;
	 
	 	4.2.2.3	 	for the period of one (l) year from the date of termination, make contact with the
officers, employees, competitors, customers and suppliers of Group Companies
which is calculated to cause any disruption or any adverse effect to the
business of any Group Company. Without prejudice to the generality of the foregoing, in
the event that any such person shall contact Executive, Executive shall inform them
that Executive has left IKON on agreed terms (without specifying those terms) and
that




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he is unable to discuss any matters concerning any Group Company. If this does not
resolve the matter, Executive shall refer such person to the Company Secretary of IKON.
This Article 4.2.2.3 shall not prevent Executive contacting the individuals stated for
the purpose of Executive furthering his own legitimate career interests PROVIDED THAT
first such interests are outside the Company’s Business and secondly that such conduct
is not calculated to cause any disruption or any adverse effect to the business of any
Group Company;




	 	4.2.2.4	 	for the period of one (1) year from the date of termination in the Relevant Territory,
solicit or interfere with or endeavour to entice away from IKON or any of the
Relevant Group Companies (for any undertaking which provides services/products
similar to those provided by IKON) any person, firm, company or entity who was a
customer, of IKON or of any of the Relevant Group Companies in the twelve (12)
months prior to the date of termination and with whom Executive was concerned in
the course of his duties for IKON or its predecessors in business or had personal
contact at any time during the said 12 months;
	 
	 	4.2.2.5	 	for the period of one (1) year from the date of termination in the Relevant Territory,
offer to employ or engage or solicit the employment or engagement of any person
who immediately prior to the date of termination was a director, senior employee,
salesman, service engineer, manager or consultant of IKON or any of the Relevant
Group Companies and with whom Executive worked in the twelve (12) months prior
to the date of termination (whether or not such person would commit any breach of
their contract of employment or engagement by reason of leaving the service of such
company);
	 
	 	4.2.2.6	 	for the period of one (l) year from the date of termination in the Relevant Territory,
accept or continue any employment, engagement, substantial shareholding or
directorship in or act as a consultant to any business if such employment,
engagement, substantial shareholding, directorship or consultancy is (so far as
Executive is aware or could reasonably be expected to be aware) concerned with the
business of sales, servicing, renting, financing and leasing relating to copier
equipment, facsimiles, laser printers and leasing relating to copier equipment,
facsimiles, laser printers and document facilities management and state-of-the-art
copying and/or document scanning operations, the ongoing development and
implementation of outsourcing of document facilities management, copying,
facsimile, laser printing and local area networking sales and services, and such other
businesses as IKON may notify Executive prior to termination hereof and with
which Executive was concerned with in the course of his duties for IKON or any
Relevant Group Companies or their predecessors in business at any time during the
twelve (12) months immediately preceding the date of termination; and
	 
	 	4.2.2.7	 	at any time represent himself as being in any way connected with an interest in IKON or
any Relevant Group Company except for matters directly connected with any shares or other
securities in such companies
	 
	 	4.2.3	 	For the purposes of this Article:





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	 	4.2.3.1	 	“Relevant Territory” shall mean England, Scotland and Wales which
Executive
hereby acknowledges constitutes the market of IKON or its Relevant Group
Companies for products and services with which the Executive is so concerned at
the date hereof. Executive further acknowledges that if such area be different as at
the date of termination then such Relevant Territory shall mean the area constituting
the market of IKON or its Relevant Group Companies for products and services
with which Executive shall have been concerned for the period of twelve (12)
months prior to termination. In such circumstances IKON shall provide to the
Executive with a list detailing the areas constituting the Relevant Territory within
fourteen (14) days of termination
	 
	 	4.2.3.2	 	“Relevant Group Company” shall mean any of the Group Companies for which
Executive has performed services or in which he has held office during the twelve
(12) months immediately preceding termination; and
	 
	 	4.2.3.3	 	the periods of the restrictions stated at Article 4.2.2 as being one (1) year shall
be
reduced by the length of time, if any, that Executive is suspended from his duties
pursuant to Article 1.4.2 hereof if such suspension ends with the date of
termination.





     4.2.4 In the event that before or during the Payment Period Executive shall have (without
the prior approval of the Board) directly, or indirectly, to a material extent breached his
obligations as
set out herein at Article 1.1.2, 3 or 4.2 then the Board shall be entitled forthwith to
terminate all
payments pursuant to Article 4.2.1 and to keep such sums on account of damages and the
restrictions in
Article 4.2.2 shall continue to apply to Executive notwithstanding the termination of such
payments.



     4.2.5
 Executive acknowledges that he had the opportunity to take legal advice in relation
to the restrictions contained in Article 4 of this Agreement and that he acknowledges that, in
the
circumstances, and bearing in mind the substantial consideration to be paid to him pursuant to
Article
4.2.1 of this Agreement such restrictions are reasonable to protect the legitimate business
interests of
IKON and other Group Companies and (but without prejudice to the generality of the foregoing)
that
such consideration is more than sufficient for such covenants, and accordingly that Executive
hereby
irrevocably waives any right which he might otherwise have to allege that such consideration
was not
sufficient.



     
4.2.6
 IKON (for itself and as trustee for its Group Companies) hereby covenants with
Executive that upon termination of Executive’s employment with IKON howsoever arising it will
not
(without the express written consent of Executive) at any time make any announcement,
statement or
comment concerning the terms of this Agreement save to the extent required by law or by any
relevant
statutory authority.



     
4.2.7
 IKON (for itself and as trustee for its Group Companies) hereby covenants with
Executive that upon termination of Executive’s employment with IKON howsoever arising it will
not
(without the express written consent of Executive) at any time make any statement concerning
Executive which is calculated to be damaging to the reputation of Executive save as required
to enforce
the terms of this Agreement.



     4.3
SEVERABILITY Executive understands that the obligations imposed under this Restriction
on Post-Termination Employment are in addition to, and independent of, any Restriction on the Use
of Confidential Information imposed under this Agreement and any previously executed agreement
concerning post-termination employment, impose separate and distinct obligations from the
Restriction




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on the use of Confidential Information, and may be valid even if the Restriction on the Use
of Confidential Information is declared invalid, in whole or in part, in any judicial or
quasi-judicial forum.




ARTICLE 5 — MISCELLANEOUS



5.1 RESIGNAT1ONS Upon the termination of the Term howsoever arising, Executive shall at
any time or from time to time thereafter upon the request of IKON, resign without claim for
compensation from all offices held in IKON or any of the Group Companies and from membership of
any organisation acquired by reason of or in connection with his employment hereunder and should
he fail to do so IKON is hereby irrevocably appointed to be Executive’s attorney in his name and
on his behalf to execute any documents and to do any things necessary or requisite to give effect
to this Article 5.1.



5.2 REFORMATION The provisions and covenants contained herein are intended to be separate
and divisible and if, for any reason, any one or more of such provisions or covenants should be
held to be invalid and unenforceable in whole or in part, it is agreed that the same shall not be
held to affect the validity or enforceability of any other provisions and covenants of this
Agreement. In the event that any restriction set forth in this Agreement is determined by a court
to be unenforceable with respect to scope, time or geographical coverage, Executive agrees that
such a restriction should be modified and narrowed so as to provide the maximum protection of
IKON’s legally protectable interests as described in this Agreement, and without negating or
impairing any other restrictions or agreements set forth herein.



5.3 REASONABLENESS Executive acknowledges that he has carefully read this Agreement
and has given careful consideration to the restraints imposed upon the Executive by this Agreement,
and is in full accord as to their necessity for the reasonable and proper protection of the Company’s
Secrets and the Company’s Business. The Executive expressly acknowledges and agrees that each and
every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and
geographical area.



5.4 MODIFICATION The Parties agree that the Agreement may not be modified except by the
mutual written consent of the Parties. Notwithstanding the foregoing, the parties further agree that if a
judicial or quasi-judicial entity declares the agreement invalid in whole or in part, it may modify the
terms of the Agreement to give effect to the Agreement as modified.



5.5 SUCCESSORS AND ASSIGNS OF THE COMPANY This Agreement shall bind IKON
and Executive including without limitation, any person, firm, corporation, association,
partnership,
limited liability company and entity or combination thereof which shall acquire substantially all
of the
assets, or direct or indirect control of a majority of the voting stock, of IKON, or which shall in
any
other manner cause a majority of the current members of the Board to be replaced at any time after
the
effective date of this Agreement.



5.6 SURVIVAL OF OBLIGATIONS AND PROVISIONS Exercise of IKON termination
rights according to the provisions of Articles 2.1, 2.2 and 2.3.1 shall not affect the Parties’ rights or the
Parties’ obligations under Article 1.1.2 and Articles 3, 4, or 5. The Parties acknowledge and agree that
the provisions within Article 1.1.2 and Articles 3, 4, or 5 survive the termination or expiration of this
Agreement as well as the termination of Executive’s employment relationship with IKON.



5.7 ENTIRE AGREEMENT Executive acknowledges and agrees that this Agreement, including
Addenda A, B and C which are incorporated herein and made a part of the Agreement, constitutes the
entire agreement between the Parties concerning the subject matter of this Agreement, and that
together
they supersede and replace all prior agreements, whether written or oral except the relevant
benefit and
compensation plans and pension rights as provided for at Article 3.3 and Article 6 of Addendum A
referred to elsewhere in the Agreement, which are incorporated by reference; there are no other




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agreements, understandings, restrictions, warranties, or representations between the
parties relating to this subject matter. Executive hereby represents that, in signing the
Agreement, he has not relied upon any promise, representation, or any other inducement that is
not expressed herein.



5.8 APPLICABLE LAW This Agreement shall be governed and construed in all respects in
accordance with English law.



5.9 VENUE The Parties hereto hereby irrevocably submit to the exclusive jurisdiction of
the
English Courts for the purpose of hearing and determining any dispute arising out of this
Agreement.



5.10 NOTICES All notices and other communications concerning this Agreement shall be in
writing and must be given by postage prepaid, registered or certified mail, as follows:




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(a)
	 	If to IKON, to:
	 	(b)
	 	If to Executive, to:
	 	 
	 

	 	 	 	The Company Secretary
	 	 	 	D Mills Esq	 	 
	 

	 	 	 	IKON Office Solutions PLC
	 	 	 	2 Farley Park	 	 
	 

	 	 	 	IKON House
	 	 	 	Oxted	 	 
	 

	 	 	 	30 Cowcross Street
	 	 	 	Surrey	 	 
	 

	 	 	 	London EC1M 6DQ
	 	 	 	RH8 9HY	 	 





5.11 UNDERSTANDING OF TERMS Executive acknowledges that he has carefully reviewed
the contents of this Agreement, understands its import and intent, including the restrictions on
post-termination employment it imposes, and that he agrees to its terms without duress and in
full and complete knowledge of its effect.



5.12 WAIVER No omission or delay on part of either Party of due and punctual fulfilment of
any
obligation shall be deemed to constitute a waiver by the other Party of any of its rights to
require such
due and punctual fulfilment of any other obligation hereunder, whether similar or otherwise, or a
waiver
of any remedy it may have.



5.13 CONSTRUCTION




         5.13.1 The headings in this Agreement are inserted for convenience only and shall not
affect its construction.



         5.13.2 Any reference to a statutory provision shall be construed as a reference to any
statutory modification or re-enactment thereof (whether before or after the date hereof) for
the time being in force.


5.14 STATUTORY INFORMATION Addendum B hereto (in addition to this Agreement)
constitutes a written statement as at the date hereof of the terms of employment of the Executive
in
compliance with the provisions of the Employment Rights Act 1996; it does not form part of the
contract of employment and may be varied by IKON by notice in writing to the Executive of any
changes applicable to his employment.



IN
WITNESS whereof the Executive has signed as a deed and IKON has signed the day and year first
before written.




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	SIGNED as a DEED by the said	 	 	)	 	 	 
	DAVID MILLS

	 	JAMES J. FORESE
	 	 	)	 	 	/s/ DAVID MILLS
	in the presence of:

	 	/s/ JAMES J. FORESE
	 	 	)	 	 	 
	 

	 	47 EATON SQUARE	 	 	 	 	 	 
	 

	 	LONDON SW/W 9BD	 	 	 	 	 	 
	 

	 	COMPANY DIRECTOR	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by IAN DENIS CRABB	 	 	)	 	 	 
	duly authorised for and on behalf of	 	 	)	 	 	/s/ IAN DENIS CRABB
	IKON OFFICE SOLUTIONS PLC	 	 	)	 	 	 
	in the presence of:

	 	JAMES J. FORESE
	 	 	)	 	 	 
	 

	 	/s/ JAMES J. FORESE	 	 	 	 	 	 
	 

	 	47 EATON SQUARE	 	 	 	 	 	 
	 

	 	LONDON SW/W 9BD	 	 	 	 	 	 
	 

	 	COMPANY DIRECTOR	 	 	 	 	 	 






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Addendum A




NAME:
DAVID MILLS




TITLE: PRESIDENT — IKON OFFICE SOLUTIONS PLC




HOME ADDRESS: 2 Farley Park, Oxted, Surrey, RH8 9HY




TERM: 3 months’ notice




1. BASE SALARY




     During the Term as remuneration for his services hereunder, Executive shall be paid a
fixed salary at the rate of £125.000 per annum or such other rate as may from time to time be
mutually agreed. Such salary shall be inclusive of any fees or remuneration which he would
otherwise be entitled to receive from IKON or any Group Company and shall be payable by bank
credit transfer in equal monthly instalments in arrears on or before the last working day of each
calendar month. Such salary is referred to as “Base Salary” in this Agreement.



2. CONTRACTUAL BONUS OPPORTUNITY




     Subject to the remainder of this Article 2 Executive shall be entitled to an annual
contractual bonus of up to £125,000 per annum payable within two months after the end of the
Company’s financial year (the “Contractual Bonus”). The Contractual Bonus shall be payable based
on targets which may be personal or based upon the results of IKON or based upon the results of
part of IKON for the relevant financial year of IKON or a combination of these. In respect of
financial years subsequent to that of the date hereof the targets shall be notified in writing to
Executive in the first month of the applicable financial year namely October. If the relevant
target is or targets are achieved (and in the event of dispute the reasonable decision of the Board
shall be final as to the achievement thereof) then provided the Term shall not have terminated
during that year he shall be paid a Contractual Bonus as previously notified to him. If the Term
terminates during a financial year (other than pursuant to Article 2.1 in which case no Contractual
Bonus shall be payable and Article 2.3.2 in which case the Contractual Bonus shall be paid subject
to the provisions of that article), a payment equal to the Contractual Bonus pro-rata the period
served in that financial year shall be paid in addition to the payments of Contractual Bonus
pursuant to Articles 1.2.2 and 1.2.3 within two weeks of the date of termination.


On termination of the Term if sums are payable to Executive in respect of Contractual Bonus in
respect of any period it shall be assumed that the Contractual Bonus shall be equal to 100% of
Base Salary as was being paid to Executive immediately prior to termination pro rata in respect
of such period.




3. CONTRACTUAL ENTITLEMENTS




     The following (as detailed in this Article 3) are referred to as “Contractual
Entitlements” in this Agreement.



     3.1 CAR IKON shall, during the Term, provide Executive with a car of a cost and
type to be determined from time to time by the Board and subject to any terms and conditions which IKON
may from time to time reasonably impose on the Executive in relation thereto. For the sake of
clarity the Executive’s car shall be of a market value of £50.000 (including VAT) when new and
replaced every three (3) years. IKON shall bear the cost of insuring, testing, taxing, repairing
and maintaining



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the same and shall reimburse to the Executive all reasonable running expenses (including
petrol) of the car properly incurred whether in connection with the performance of duties
hereunder or otherwise. Executive shall:-




     (1) take good care of the car and ensure that the provisions and conditions of any policy of
insurance relating thereto arc observed;



     (2) not permit such car to be taken out of the United Kingdom without the written consent
of IKON; and



     (3) return the car and its keys and all documents relating to it to the IKON Registered
Office immediately upon the termination of the Term howsoever arising.


Executive’s
spouse and their children residing with them may, subject to the consent of IKON, be
permitted to use such car. In such circumstances it is Executive’s responsibilities to ensure
that authorisation is obtained from IKON’s insurers and the provisions of this Agreement in
relation to the car are mutatis mutandis complied with.



As an
alternative to the provision of the car, Executive shall be entitled to receive the sum of
£17,620 per year car allowance. In such circumstances, Executive shall return the car forthwith.




     3.2
PRIVATE HEALTH Executive shall be entitled during the Term to participate at
IKON’s expense for himself and his spouse and their children residing with them under the age
of 21 in
IKON’s health insurance scheme in force for the time being subject always to the rules of such
scheme
and subject to cover being available at a cost considered reasonable by IKON.



     3.3
PENSION AND LIFE ASSURANCE  Executive shall be entitled during the Term
to participate in the following pension and life assurance arrangements:



          ERSKINE
HOUSE PENSION FUND (THE “FUND”) In respect of the Fund, Executive shall
receive terms in accordance with the terms applicable to upper tier members of the Fund details
of which are available from the Fund’s administrators B G J & Co, Piper House, Hatch Lane,
Windsor, Berkshire SL4 3QP.



Executive’s participation in the Fund shall at all times be subject to the Trust Deed and Rules
and all other documentation governing the Fund from time to time.




          LIABILITY
ON TERMINATION On termination of the Term the liability of IKON under
Articles 1.2.2, 1.2.3 and 4.2.1(1) in respect of the Fund (being part of the Contractual
Entitlements) in respect of any period after termination shall be an amount equal to 13.3 per
cent of the aggregate of Base Salary and a sum equal to the Contractual Bonus.




     3.4
HOLIDAYS During the Term, Executive shall be entitled to twenty five (25)
working days’ paid holiday (in addition to public holidays) in each calendar year January to
December to be taken at such time or times as may be approved by the Board. Holidays not taken may
not be carried over to a subsequent year. Upon the determination of the Term either Executive
shall be entitled to receive payment in lieu of accrued holidays not taken at that date (provided
that such determination is not pursuant to Article 2.1 of the Agreement) or IKON shall be entitled
to make a deduction from Executive’s remuneration in respect of holidays taken in excess of the
accrued entitlement. The accrued holiday entitlement at the date of determination shall be
calculated on the basis of two (2) days holiday for each completed calendar month of service in
the then current calendar



- 15 -









 




year and the amount of the payment in lieu or deduction shall be calculated on the basis of
1/260 of Executive’s annual salary for each day’s holiday not taken or taken in excess of the
accrued entitlement.




3.5
PERMANENT HEALTH INSURANCE




     IKON shall provide Executive with permanent health insurance which shall come into effect
after twenty-six (26) consecutive weeks of absence because of total incapacity from following
Executive’s occupation through ill-health, accident or disability and which shall, subject to the
scheme rules and subject to any maximum limit set by the insurer pay to Executive fifty per cent
(50%) of the Executive’s Base Salary at 6 April immediately preceding from time to time the date
such absence commenced. IKON shall have no obligation to make payment to Executive to the extent
that it has not received, for whatever reason, moneys from the insurer. The terms applicable to
the scheme are contained in formal documents which are available for inspection from the scheme
administrators BGJ & Co., Piper House, Hatch Lane, Windsor, Berkshire, SL4 3QP.


4.
EXPENSES Executive shall be reimbursed travel and entertainment expenses and all other
expenses reasonably, exclusively, necessarily and wholly incurred on behalf of IKON business
consistent with the policies of IKON which expenses shall be evidenced in such manner as IKON may
specify from time to time.




5.
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE




     Executive shall participate in any scheme considered by the Board to be appropriate to the
Executive for Directors’ and Officers’ liability insurance subject always to the rules of the
scheme and the insurance cover being available at a cost considered reasonable by IKON.



6.
PARTICIPATION IN SHARE INCENTIVE SCHEMES/PLANS




     It is acknowledged by Executive that the grant to him of any share option or any other rights
to acquire shares in IKON, its holding Company or any associated companies (or his eligibility
therefor) shall not constitute remuneration of any nature whatsoever nor impose any obligation
upon IKON under the Agreement and that all matters pertaining to share options or any other rights
to acquire shares shall be subject only to the rules of the relevant share option or share
acquisition scheme/plan as amended from time to time and that such matters fall outside the scope
of the Agreement. Without prejudice to the generality of the foregoing the provisions of this
Article shall include IKON Office Solutions Inc.’s Partnership Plans, (including PSPP), LTIP and
stock options (including SAYE) and the Executive’s status as “Partner”. Executive shall have no
rights upon termination of his employment pursuant to the Agreement save as expressly provided in
the rules of the relevant scheme/plan.



- 16 -









 





Addendum B






	1.	 	Executive has been continuously in the employment of IKON (including reckonable service
with any of the Group Companies) since 1 November 1982.
	 
	2.	 	Rate of Remuneration and the intervals at which it is paid are contained in Addendum A.
	 
	3.	 	There are no specific terms and conditions relating to hours of work except as provided in
Article 1.1.2.
	 
	4.	 	The terms and conditions relating to holidays are contained in Addendum A as are those
relating to sickness.
	 
	5.	 	Executive is entitled to participate in the pension arrangements described in Addendum A. In
addition, he is entitled to participate in the private medical insurance scheme also
described in
Addendum A (subject always to the rules thereof as amended from time to time) full details
of
which are available from the Administrators. BGJ & Co.. Piper
House, Hatch Lane, Windsor,
Berkshire, SL4 3QP.
	 
	6.	 	Particulars as to the length of notice to terminate are contained in Article 1.2.1.
	 
	7.	 	Particulars as to the work for which Executive is employed are contained in Article I.
	 
	8.	 	Subject to Article 1.4.1 Executive’s place of work at the date of this Schedule is IKON
House, 30 Cowcross Street, London EC1M 6DQ.
	 
	9.	 	There are no disciplinary rules applicable to Executive except as provided in this Agreement
and if the Executive is dissatisfied with any disciplinary decision he should apply orally
or in
writing to the Board. It is expressly agreed that this part 9 of Addendum B does not
have
contractual effect.
	 
	10.	 	Any application for the purpose of seeking redress of any grievance relating to the
Executive’s employment should be made either orally or in writing to the Chief Executive of
IKON Office Solutions Europe PLC and if still unresolved after ten days to the Board. It is
expressly agreed that this part 10 of Addendum B does not have contractual effect.
	 
	11.	 	A Contracting-Out certificate is in force in respect of Executive’s employment.
	 
	12.	 	Details of Executive’s work outside the U.K. are contained in Article 1.4.1.

	 
	13.	 	There is no collective agreement affecting Executive.




- 17 -









 












Addendum C




1.
PAYMENT IN LIEU




     In the circumstances provided for in Article 1.2.2, Executive shall be entitled to a
payment in lieu equal to three monthly payments which shall be calculated in the manner set out
in Article 4 of this Addendum C.



2.
PAYMENT FOR CONTINUING SERVICE




     In
the circumstances provided for in Article 1.2.3, Executive shall be entitled to a payment
equal to one monthly payment (or part thereof) which shall be calculated in the manner set out in
Article 4 of this Addendum C.



3. THE SUM




     In the circumstances provided for in Article 4.2.1 Executive shall be entitled to payment of
the Sum. The Sum shall be calculated in the manner set out in Article 4 of this Addendum C.



4. CALCULATION




	 	 	 	 	 
	 	 	£	 
	Base Salary
	 	 	125,000	 
	Contractual Bonus
	 	 	125,000	 
	Contractual Entitlements
	 	 	 	 
	- Car
	 	 	17,620	 
	- Pension
	 	 	33,250	1
	- Private Health Insurance, Permanent Health Insurance and Life Assurance
	 	 	1,477	 
	 
	 	 	 
	Total Compensation Package per annum
	 	£	302,347	 
	 
	 	 	 





	 	 	 	 	 	 	 	 	 
	one monthly payment/the Sum =

	 	 	302.347	 	 	=  25,195
	 	(less tax and statutory deductions which IKON is obliged to deduct from such payments)
	 

	 	 	 	 	 	 	 	 
	 

	 	12
	 	 	 	 






Notes




Generally:



This Addendum C shows only the method of calculation. The figures to be used in any calculation
shall be those prevailing as at the date of termination (subject to the provisions of Article 3.3
of Addendum A).



1



This sum was calculated by applying the fixed contribution rate (on termination) of 13.3% to the
Base
Salary and Contractual Bonus as at the date hereof in accordance with Article 3.3 of Addendum A.





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