exv10w28



 






Exhibit 10.28




AMENDMENT 2005-1




TO THE




IKON OFFICE SOLUTIONS, INC.




1994 DEFERRED COMPENSATION PLAN




     WHEREAS, IKON Office Solutions, Inc. (the “Company”) maintains the IKON Office Solutions, Inc.
1994 Deferred Compensation Plan, as amended and restated effective December 1, 2002 (the “1994
Plan”), for the benefit of certain eligible employees of the Company and his affiliates;



     WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), sets
forth the requirements that apply to nonqualified deferred compensation plans and Notice 2005-1
provides certain transition relief that applies to such plans;



     WHEREAS, provided the actions are taken during the 2005 calendar year, (i) Q&A 18(c) of Notice
2005-1 provides that a plan may be amended to stop future deferrals without resulting in a material
modification of the plan; and (ii) Q&A 20(a) of Notice 2005-1 provides that a plan may be amended
to provide participants with the ability to make an election to cancel a deferral election during
the 2005 calendar year;



     WHEREAS, the Board of Directors of the Company (the “Board”) desires to amend the 1994 Plan to
provide that: (i) any individual who has been a participant in the 1994 Plan for at least five
years, as of December 31, 2005, may not defer any additional compensation to the 1994 Plan after
December 31, 2005; (ii) any individual who has been a participant in the 1994 Plan for less than
five years, as of December 31, 2005, can continue to make deferrals to the 1994 Plan after December
31, 2005, if such individual makes an affirmative election to continue deferrals for a period not
to exceed the participant’s fifth anniversary as a participant in the 1994 Plan, and, thereafter,
no additional deferrals may be made to the 1994 Plan; (iii) no individual may first become a
participant in the 1994 Plan after December 31, 2005; and (iv) any participant in the 1994 Plan who
remains employed through December 31, 2005 will become fully vested in his benefit under the 1994
Plan as of such date;



     WHEREAS, the Board also desires to amend the 1994 Plan to provide that the Administrator will
have the authority to make such amendments to the 1994 Plan as are necessary for the 1994 Plan to
comply with the requirements of Section 409A of the Code; and



     WHEREAS, pursuant to Paragraph 20 of the 1994 Plan, the Board may amend the 1994 Plan at any
time.



     NOW, THEREFORE, effective July 26, 2005, the 1994 Plan is hereby amended as follows:



 









 






	1.	 	The first paragraph of Paragraph 6 of the 1994 Plan is hereby amended by adding a new
sentence to the end thereof to read as follows:
	 
	 	 	“Notwithstanding the immediately preceding sentence, any Participant who is employed by the
Employer on December 31, 2005, shall become fully vested in his benefit under the Plan.”
	 
	2.	 	Paragraph 20 of the 1994 Plan is hereby amended by adding a new sentence to the end thereof
to read as follows:
	 
	 	 	“Notwithstanding the foregoing, the Administrator may make all technical, administrative,
regulatory and compliance amendments to the Plan that are necessary so the Plan meets the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended.”
	 
	3.	 	A new Paragraph 25 is hereby added to the 1994 Plan to read as follows:
	 
	 	 	“25. Plan Freeze. Notwithstanding any other provision of the Plan to the
contrary, effective July 26, 2005:






	 	(a)	 	No employee of IKON or an Affiliated Employer may first
become a Participant in the Plan for any Plan Year beginning after
December 31, 2005.
	 
	 	(b)	 	Each Participant who, as of December 31, 2005, has
participated in the Plan for at least five Plan Years, shall not be
eligible to defer or forgo any portion of their Compensation to the Plan
after December 31, 2005.
	 
	 	(c)	 	Each Participant who, as of December 31, 2005, has
participated in the Plan for less than five Plan Years, may either (i)
continue to defer Compensation to the Plan by making an affirmative
election to continue deferrals for a period not to exceed the
participant’s fifth anniversary as a participant in the 1994 Plan, and,
thereafter, such Participant shall not be eligible to defer or forgo any
portion of their Compensation to the Plan after the end of such five Plan
Year period or (ii) such Participant may elect to cancel the required
deferral elections to the Plan for the Plan Years that commence after
December 31, 2005, at such time during the 2005 calendar year as
determined by the Administrator, in his sole discretion.”





     IN WITNESS WHEREOF, the Company has authorized a duly appointed officer to execute this
Amendment 2005-1 to the 1994 Plan, this 26 day of July, 2005.



 









 





	 	 	 	 	 
	 	 	IKON OFFICE SOLUTIONS, INC.
	 
	 	 	 	 
	 

	 	By:	 	Kathleen M. Burns
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	Vice President and Treasurer