CIO Exec. Employment Contract - David M. Gadra

Exhibit 10.48


EMPLOYMENT AGREEMENT
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AGREEMENT, made and entered into as of the 1st day of April 2000 by and between IKON Office Solutions, 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 this Agreement, the "Company") and David M. Gadra, who currently resides at 4 Steeplechase Lane, Malvern, PA 19355 (the "Executive");


W I T N E S S E T H:
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WHEREAS, the Company desires to continue to employ the Executive and to enter into an agreement embodying the terms of such employment;


WHEREAS, the Executive desires to accept continuation of employment with the Company, subject to the terms and provisions of this Employment Agreement;


NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive (together, the "Parties") agree as follows:


1. Definitions.
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(A) "Affiliate" of a Person shall mean a Person that directly or indirectly controls, is controlled by, or is under common control with, the Person specified.


(B) "Agreement" shall mean this Employment Agreement, which includes for all purposes its Exhibits hereto.


(C) "Base Salary" shall mean the salary provided for in Section 4 or any increased salary granted 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 from time to time be adopted and/or modified by the Company, including, but not limited to, the Company's Code of Ethics;


(2) Executive breaches his/her material obligations under the terms of this Agreement; or


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(3) the Executive has committed an act of dishonesty, moral turpitude or theft against the Company or has breached his/her duties of loyalty to the Company.


(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 as such term is currently used in Rule 13d-3 promulgated under that act, of 15% or more of the Voting Stock of the Company;


(2) a majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board on the Effective Date; provided that any individual becoming a director subsequent to such date
-------- ---- whose election or nomination for election was supported by a majority of the directors who then comprised the Incumbent Directors shall be considered to be an Incumbent Director;


(3) the Company adopts any plan of liquidation providing for the distribution of all or substantially all of its assets;


(4) 50% or more of the assets of the Company is disposed of pursuant to a sale, merger, consolidation or other transaction or series of transactions (unless the shareholders of the Company immediately prior to such sale, merger, consolidation or other transaction or series of transactions beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Company, more than 50% of the Voting Stock or other ownership interests 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 not the surviving corporation or the Company combines with another Company and is the surviving corporation but, immediately after the combination, the shareholders of the Company immediately prior to the combination hold 50% or less of the Voting Stock of the combined company, (there being excluded from the number of shares held by such shareholders, but not from the Voting Stock of the combined company, any shares received by Affiliates of such other company in exchange for stock of such other company).


(G) "Claim" shall mean any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information.


(H) "Code" shall mean the Internal Revenue Code of 1986, as amended.


(I) "Common Stock" shall mean common stock of the Company.


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(J) "Constructive Termination Without Cause" shall mean a termination by the Executive of his/her employment hereunder (including, without limitation, termination by retirement) on 30 days' written notice given by him/her to the Company following the occurrence, without his/her prior written consent, of any of the following events, unless the Company (or, if applicable, its successor) shall have fully cured all grounds for such termination within 15 days after the Executive gives notice thereof:


(1) any reduction in his/her then current Base Salary or in his/her annual bonus award opportunity set forth herein;


(2) any material breach of any of the Company's obligations, representations or warranties in this Agreement;


(3) any failure during the term of this Agreement to appoint, elect or reelect him/her to any of the positions described in Section 3(A); the removal of him/her during the term of this Agreement from any such position; or any change in the reporting structure so that he/she reports to someone other than the Chief Executive Officer of the Company;


(4) any material diminution in his/her duties or the assignment to him/her of duties that materially impair his/her ability to perform his/her duties or are inconsistent with his/her status as a senior executive officer;


(5) following any Change in Control, any relocation of the Company's principal office, or of his/her own office as assigned to him/her by the Company, to a location more than 50 miles from Malvern, Pennsylvania;


(6) following any Change in Control, any failure by the Company to continue in effect any compensation plan in which the Executive participated immediately prior to such Change in Control and which is material to the Executive's total compensation, including but not limited to the Company's stock option, incentive compensation, deferred compensation, stock purchase, bonus and other plans or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or any failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis no less favorable to the Executive, both in terms of the amount of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to such Change in Control;


(7) following any Change in Control, any failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to such Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any perquisite enjoyed by the Executive at the time of such Change in Control, or the failure by the


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Company to maintain a vacation policy with respect to the Executive that is at least as favorable as the vacation policy (whether formal or informal) in place with respect to the Executive immediately prior to such Change in Control;


(8) following any Change in Control, any failure to elect Executive as Chief Information Officer of the Person acquiring the Company with duties and responsibilities of comparable scope to Executive's duties and responsibilities immediately prior to such Change in Control; or


(9) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company as part of any merger, consolidation, sale or similar transaction. The Company shall notify Executive of such failure at the time of such merger.


(K) "Disability" shall mean Total Disability as defined in the Company's Long-Term Disability Plan, as amended from time to time.


(L) "Effective Date" shall mean April 1, 2000, or such other date as the Parties may mutually agree to.


(M) "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, estate, board, committee, agency, body, employee benefit plan, or other person 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 the occurrence of a Change in Control;


(2) the Company or any Person publicly announces an intention to take or to consider taking actions 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, a Potential Change in Control has occurred.


(O) "Proceeding" shall mean any threatened, pending or actual action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate or other.


(P) "Pro-Rata" shall mean a fraction, the numerator of which is the number of days that the Executive was employed in the applicable performance period (a fiscal year in the case of an annual incentive bonus award) and the denominator of which shall be the number of days in the applicable performance period.


(Q) "Term of Employment" shall mean the period specified in Section 2.


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(R) "Termination Date" shall mean the date on which the Executive's employment hereunder terminates in accordance with this Agreement.


(S) "Voting Stock" shall mean issued and outstanding capital stock or other securities of any class or classes having general voting power, under ordinary circumstances in the absence of contingencies, to elect, in the case of a corporation, the directors of such corporation and, in the case of any other entity, the corresponding governing Person(s).


2. Term of Employment.
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The Company hereby employs the Executive under this Agreement, and the Executive hereby accepts such employment, for the Term of Employment. The Term of Employment shall commence as of the Effective Date and shall end on the second anniversary thereof. Notwithstanding the foregoing, the Term of Employment may be earlier terminated in accordance with the provisions of Section 8.


3. Positions, Duties and Responsibilities.
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(A) During the Term of Employment, the Executive shall serve as Senior Vice President and Chief Information Officer of the Company; shall have the authority, duties and responsibilities customarily exercised by an individual serving in those positions in a corporation of the size and nature of the Company; shall perform such duties relating to the management and operations of the Company, consistent with the foregoing, as may from time to time be assigned to him/her by the Chief Executive Officer of the Company (the "CEO"); shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his/her ability to discharge, the foregoing duties and responsibilities; and shall report solely and directly to the CEO.


(B) During the Term of Employment, Executive will (1) devote substantial and full-time attention and energies to the business of the Company, particularly to its information technology function, and diligently perform all duties incident to his/her employment; (2) use his/her best efforts to promote the interests and goodwill of the Company; and (3) perform such duties commensurate with his/her office as Senior Vice President and Chief Information Officer of the Company as may be assigned to him/her by the CEO.


4. Base Salary.
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The Executive shall be paid an annualized Base Salary of $290,000, payable in accordance with the regular payroll practices of the Company. The Base Salary shall be reviewed in October 2000 and no less frequently than annually thereafter for increase in the discretion of the CEO and, if applicable, the Board.


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5. Annual Incentive Awards.
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The Executive shall be eligible for an annual incentive bonus award from the Company in respect of each fiscal year of the Company that ends during the Term of Employment. He/she shall be eligible for an annual bonus award opportunity of no less than $210,000, which shall be based upon the performance of the Company and the performance of the Executive. In addition, in the sole discretion of the CEO, the Executive may be eligible for an additional annual overachievement bonus award opportunity of up to $105,000. To the extent earned, the Executive shall be paid his/her annual incentive awards at the same time that other senior-level executives receive their incentive awards.


6. [Intentionally left blank.]


7. Other Benefits.
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(A) Other Executive Compensation Plans. During the Term of
---------------------------------- Employment, the Executive shall be entitled to participate in all compensation plans and programs made generally available to senior executives of the Company, including, without limitation, the Executive Deferred Compensation Plan.


(B) Employee Benefits. During the Term of Employment, the Executive
----------------- shall participate in all employee benefit plans and programs made available generally to the Company's senior executives, including, without limitation, pension, profit-sharing, savings, stock option, restricted stock and other retirement plans or programs, medical, dental, hospitalization, short-term and long-term disability and life insurance plans or programs, accidental death and dismemberment protection, travel accident insurance, and any other employee welfare or retirement benefit plans or programs that may be sponsored by the Company from time to time, including any plans or programs that supplement the above-listed types of plans or programs, whether funded or unfunded.


(C) Expenses. The Executive is authorized to incur reasonable
-------- expenses in carrying out his/her duties and responsibilities hereunder and the Company shall promptly reimburse him/her for all such expenses, subject to documentation in accordance with reasonable policies of the Company.


(D) Vacation. Executive shall be entitled to four weeks paid
-------- vacation per year.


8. Termination of Employment.
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(A) Termination Due to Death. In the event that the Executive's
------------------------ employment hereunder is 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;


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(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 (excluding any overachievement bonus award opportunity), payable in a lump sum promptly following his/her death, 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, all such options to become fully exercisable as of the date of his/her death, and the immediate vesting of all shares of restricted stock as of the date of his/her death;


(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(I)(1).

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