exv10w37



 






Exhibit 10.37




Dated 16 APRIL 1999




IKON OFFICE SOLUTIONS PLC




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DAVID MILLS




 






SUPPLEMENTAL EXECUTIVE EMPLOYMENT AGREEMENT




 






ASHURST MORRIS CRISP

Broadwalk House

5 Appold Street

London EC2A 2HA




Tel:
0171 638 1111

Fax: 0171 972 7990




Ref: OHB/AKG/I30800826




 









 







THIS AGREEMENT is made on 16 April 1999

BETWEEN:-





	(1)	 	IKON OFFICE SOLUTIONS PLC whose registered office is at IKON House, 30
Cowcross Street, London EC1M 6DQ (the “Company”); and
	 
	(2)	 	DAVID MILLS of 2 Farley Park, Oxted, Surrey, RH8 9HY
(the “Executive”)




WHEREAS:-





	(A)	 	By an executive employment agreement dated 22 October 1997 (the “Employment
Agreement”), the Executive is employed by the Company
	 
	(B)	 	The Company and the Executive have agreed to amend the Employment Agreement in the
manner hereinafter appearing.




THE PARTIES AGREE AS FOLLOWS:-





	1.	 	DEFINITIONS






In this agreement unless the context otherwise
requires:-




	1.1	 	“Change of Control” means (subject to clause 3):






	 	(i)	 	any Person, together with its affiliates and associates
(as such terms are used in Rule 12b-2 of the US Securities Exchange Act of
1934), is or becomes a Beneficial Owner (as defined in Rule 13d-3 of the
said Act) directly or indirectly of 15% or more of either the then
outstanding shares of common stock of IKON, Inc.; or
	 
	 	(ii)	 	the following individuals cease for any reason to
constitute a majority of the number of directors then serving on the IKON,
Inc. Board: individuals who, on the date hereof, constitute the IKON, Inc.
Board and any new director whose appointment or election by the IKON, Inc.
Board or nomination for election by IKON, Inc.’s shareholders was approved
by a vote of at least a majority of the directors then still in office who
either were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved; or
	 
	 	(iii)	 	IKON, Inc. consolidates with, or merges with or into,
any other Person (other than a wholly owned subsidiary of IKON. Inc.), or
any other person consolidates with, or merges with or into IKON, Inc., and,
in connection therewith, all or part of the outstanding shares of common
stock of IKON, Inc. shall be changed in any way or converted into or
exchanged for stock or other securities or cash or any other property; or
	 
	 	(iv)	 	a transaction or series of transactions in which,
directly or indirectly, IKON, Inc. shall sell or otherwise transfer (or one
or more of its subsidiaries shall





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sell or otherwise transfer) assets (x) aggregating more than 50% of the
assets (measured by either book value or fair market value) or (y)
generating more than 50% of the operating income or cash flow of IKON,
Inc. and its subsidiaries (taken as a whole) to any other Person or group
of Persons.




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




	1.2	 	“IKON, Inc.” means IKON Office Solutions, Inc. an Ohio corporation with its principal
offices located at Malvern, Pennsylvania USA.
	 
	1.3	 	“Person” shall have the meaning given to it in section 3(a)(9) of the US Securities
Exchange Act of 1934 as modified and used in sections 13(d) and 14(d) thereof, except that
such term shall not include (i) IKON, Inc. or any of its affiliates (as defined in Rule
12b-2
promulgated under the said Act), (ii) a trustee or other fiduciary holding securities under
an
employee benefit plan of IKON, Inc. or any of its affiliates, (iii) an underwriter
temporarily
holding securities pursuant to the offering of such securities, or (iv) a corporation
owned,
directly or indirectly, by the stockholders of IKON, Inc. in substantially the same
proportions as their ownership of stock of IKON, Inc.
	 
	1.4	 	“Separation Period” means the two year period (or such longer period as the Human
Resources Committee of the board of IKON, Inc. may determine) beginning on the
Termination Date (as defined in clause 3.2).
	 
	1.5	 	The definitions contained in the Employment Agreement apply in this Agreement,
	 
	2.	 	EMPLOYMENT AGREEMENT
	 
	2.1	 	Save as expressly varied by this Agreement the Employment Agreement shall continue
in force and effect.
	 
	3.	 	CHANGE OF CONTROL
	 
	3.1	 	Notwithstanding article 1.2 of the Employment Agreement if within the period of 24
months following a Change of Control and subject to clause 3.3 either:






	 	(i)	 	the Company serves notice on the Executive to terminate the Employment
Agreement whether or not with immediate effect (for any reason save those stated at
article 2.1 of the Employment Agreement); or
	 
	 	(ii)	 	the Executive is constructively dismissed by the Company (which, without
prejudice to the generality of the foregoing, shall be deemed to have occurred where
the






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Executive does not receive from the person who effects the Change of Control
either confirmation that his employment with the Company shall continue on the
terms set out in Employment Agreement or where the Executive does not receive
within six months of the Change of Control from the Person who effects the
Change of Control suitable alternative employment which is overall no less
beneficial to the Executive than his employment under the Employment Agreement.
Suitable alternative employment must include, but not be limited to, an
equivalent remuneration package (in terms of fixed salary, an opportunity to
earn bonus and other benefits (including pension) and an equivalent position to
that held by the Executive prior to the Change of Control);




then the Executive shall receive the Package (as stated in clause 3.2) within 20 days
of the date on which the condition is satisfied (“Termination Date”);




	3.2	 	The Package shall comprise the following:-






	 	(i)	 	a payment equal to the target Contractual Bonus pro rata the period
served in the financial year (in which the Termination Date occurs) to the
Termination Date;
	 
	 	(ii)	 	continued provision of private health insurance and life insurance for
the Separation Period on the terms provided at Articles 3.2 and 3.3 of Addendum A
of the Employment Agreement (in the event that the Company is precluded from
continuing such provision it shall provide the Executive with a cash sum equal to
such amount as would enable the Executive to purchase such provision). The
provision of such benefit shall cease to the extent that the Executive is already
receiving or receives an equivalent benefit from a source other than the Company;
	 
	 	(iii)	 	a payment equal to the Base Salary payable as at the Termination Date
for the duration of the Separation Period;
	 
	 	(iv)	 	a payment equal to the target Contractual Bonus payable as at the
Termination Date for the duration of the Separation Period;
	 
	 	(v)	 	a payment equal to the difference between (i) value of the benefits to
which the Executive would be entitled under the pension arrangements described at
Article 3.3 of Addendum A of the Employment Agreement if the Executive had
continued working for the Company during the Separation Period, and (ii) the
value of the benefits to which the Executive is actually entitled under the
pension arrangements described at Article 3.3 of Addendum A of the Employment
Agreement as at the Termination Date. This calculation shall be made by the
Company’s actuaries as at the Termination Date.
	 
	 	(vi)	 	notwithstanding any provision of IKON, Inc.’s LTIP to the contrary, the
Executive shall be fully vested in all conditional awards under the LTIP and the
Company shall pay to the Executive a lump sum amount, in cash, equal to the total
of any incentive compensation which has been allocated or awarded to the Executive
for a measuring period which commenced prior to the Termination Date under the
IKON, Inc. LTIP but which, as of the Termination Date, is contingent only upon the
continued






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employment of the Executive to a subsequent date and/or upon achievement of
performance goals and which otherwise has not been paid, computed as if all
performance goals have been or will be achieved to the maximum extent, in lieu of
any payment of such incentive compensation under the IKON, Inc. LTIP, and without
proration; provided, however, that the foregoing amount shall be paid only to the
extent, and in the amount, not already paid under the terms of the IKON, Inc.
LTIP;




	 	(vii)	 	full vesting in all stock options, including options granted after the
date of this Agreement which, to the extent not previously vested under the terms
of the IKON, Inc. stock option plans, shall be exercisable beginning on the
Termination Date; and
	 
	 	(viii)	 	waiver of all or any claims that the Company or any Group Company may have in
respect of Article 4 of the Employment Agreement.






	3.3	 	In the event of disability or death Article 2.3 of the Employment Agreement shall continue
to apply to the exclusion of the provisions of this clause.
	 
	3.4	 	The provision of the Package shall be without prejudice to the 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 of
the Employment Agreement) to the Termination Date.
	 
	3.5	 	The payments (being part of the Package) due under clause 3.2 shall be payable less any
sums paid to the Executive under Articles 1.2.2, 1.2.3 and 4.2.1 of the Employment
Agreement and less tax and other statutory deductions which the Company is obliged to
deduct from such payment and/or benefit.
	 
	3.6	 	The Package shall be accepted by the Executive in full and final settlement of all and any
claims that the Executive may have arising out of his employment with the Company or its
termination.
	 
	3.7	 	Following the Termination Date the Company shall reimburse the Executive for all his
reasonable legal fees and other expenses incurred by him relating to the Executive’s
rights
and obligations under this Agreement. The Company shall reimburse the Executive for all
such reasonable legal fees and expenses no later than five business days after delivery of
the
Executive’s written requests for payment accompanied with such evidence of fees and
expenses incurred as the Company reasonably may require.
	 
	4.	 	RECONSTRUCTION AND AMALGAMATION






Without prejudice to clause 3 if at any time the Executive’s employment is terminated in
connection with any reconstruction or amalgamation of the Company or any of the
subsidiary companies whether by winding up or otherwise and the Executive receives an
offer on terms which (considered in their entirety) are not less favourable to any
material extent than the terms of this agreement from a company involved in or resulting
from such reconstruction or amalgamation the Executive shall have no claim whatsoever
against the Company or any such company arising out of or connected with such
termination.




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IN WITNESS whereof this Agreement has been executed as a deed on the date first above written




	 	 	 	 	 
	Signed as a Deed by IKON OFFICE

	 	 	)	 
	SOLUTIONS PLC in the presence

	 	 	)	 
	of:-

	 	 	)	 






	 	 	 	 	 	 	 
	 

	 	Director
	 	/s/ 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Secretary
	 	/s/ 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	Signed as a deed by the said

	 	 	)	 	 	/s/ DAVID MILLS	 	 
	DAVID MILLS in the presence of:-

	 	 	)	 	 	 

	 	 







	 	 	 	 	 
	Witness Signature

	 	/s/ 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name

	 	 	 	 
	 
	 	 	 	 
	Address

	 	 	 	 
	 
	 	 	 	 
	Occupation

	 		 	 







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