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Sectors: Computer Hardware
Governing Law: Pennsylvania, View Pennsylvania State Laws
Effective Date: March 11, 1998
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EXHIBIT 99


IKON OFFICE SOLUTIONS, INC.


RETIREMENT SAVINGS PLAN


(Formerly the Alco Standard Corporation


Retirement Savings Plan)


Incorporating Amendments No. 1, No. 2, No. 3,
No. 4, No. 5, and No. 6 to the
Alco Standard Corporation Retirement Savings Plan


and


Amendments No. 7 and No. 8 to the
IKON Office Solutions, Inc. Retirement Savings Plan


IKON OFFICE SOLUTIONS, INC.


RETIREMENT SAVINGS PLAN


Table of Contents
-----------------


Article Page - ------- ----
Preamble 1

I. Purpose 4

II. Definitions 5

III. Participation 24

IV. Participants' Contributions 26

V. Employer Contributions 32

VI. Participants' Accounts 34

VII. Distribution 37
VIII. Form of Benefit 46

IX. Vesting 64

X. Administration 72

XI. The Fund 79

XII. Amendment or Termination of the Plan 90
XIII. Withdrawals During Employment 92

XIV. Loans from the Plan 99

XV. General Provisions 110


Appendix A: ADP and ACP Tests and Related
Limits on Contributions 114


Appendix B: Limits on Annual Additions 138


Appendix C: Top-Heavy Provisions 145


Appendix D: Determination of Highly
Compensated Employees 156


Appendix E: Qualified Nonelective Contribu-
tions and Qualified Matching Contributions 159


Appendix F: Participating Companies 161


IKON OFFICE SOLUTIONS, INC.


RETIREMENT SAVINGS PLAN


WHEREAS, the Alco Standard Corporation Retirement Savings Plan has for some time been sponsored and maintained by Alco Standard Corporation ("Alco"); and
WHEREAS, the savings plan has been amended from time to time, and was amended effective October 1, 1996 to characterize its employer stock fund as a stock bonus plan; and


WHEREAS, Unisource Worldwide, Inc. ("Unisource"), a wholly-owned subsidiary of Alco, has been spun off from Alco, effective December 31, 1996, to become a separate, free-standing corporation; and


WHEREAS, the newly independent Unisource has established its own savings plan for the benefit of active (and certain former) Unisource employees who formerly participated in the Alco savings plan, which will be known as the Unisource Worldwide, Inc. Retirement Savings Plan, and to which assets equal to account balances of certain Unisource employees will be transferred; and


WHEREAS, Alco is being renamed IKON Office Solutions, Inc. in January, 1997; and


WHEREAS, the Alco savings plan has been amended to address the Unisource spinoff and to reflect the fact that Alco's name is being changed to IKON Office Solutions, Inc.; and


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WHEREAS, Alco has caused a working copy of the savings plan, incorporating all amendments, to be created;


NOW, THEREFORE, the savings plan is continued as hereinafter set forth.


Background
----------


1. Effective January 1, 1975, the Alco Standard Corporation Stock Participation Plan was established. The stock participation plan has been amended from time to time to comply with statutory and regulatory requirements.


2. Effective January 1, 1994, the stock participation plan was amended and restated to comply with the requirements of the Tax Reform Act of 1986 and the Unemployment Compensation Amendments of 1992.


3. Effective October 1, 1995, Alco amended, restated, and renamed the plan as the Alco Standard Corporation Retirement Savings Plan, and merged the Alco Standard Corporation Defined Contribution Plan and the Alco Standard Corporation Capital Accumulation Plan with and into the savings plan.


4. Effective October 1, 1996, the Alco Standard Corporation Retirement Savings Plan was amended to characterize its employer stock fund as a stock bonus plan within the meaning of Treas. Reg. (S)1.401-1(b)(1)(iii).


5. The savings plan has been amended to comply with


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the Small Business Job Protection Act of 1996 and to add a Unisource Stock Fund, effective January 1, 1997.


6. The savings plan has been amended to rename it the IKON Office Solutions, Inc. Retirement Savings Plan, effective January 1, 1997.


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ARTICLE I


PURPOSE
-------


1.1 IKON Office Solutions, Inc., desiring to provide systematically for the payment of benefits to its employees on account of retirement, death, or total disability and to permit its employees to share in the product of their efforts, herewith continues this plan now known as the IKON Office Solutions, Inc. Retirement Savings Plan.


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ARTICLE II


DEFINITIONS
-----------


Except where otherwise clearly indicated by context, the masculine shall include the feminine and the singular shall include the plural, and vice- versa.


2.1 "Accounts" shall mean the separate entries maintained in the
-------- records of the Plan which represent a Participant's interest in the Fund.


(a) "After-Tax Account" shall mean the Account to which are credited
----------------- after-tax contributions that were held by a Prior Plan, and all earnings and losses thereon.


This Account is divided into three sub-accounts, which are "Sub- Account A," "Sub-Account B," and "Sub-Account C." Sub-Account A consists of all after-tax contributions that were held by (1) the Alco Standard Corporation Defined Contribution Plan as of September 30, 1995 (other than after-tax contributions now held in Sub-Account C), or (2) any other plan subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code, and merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger (other than after-tax contributions now held in Sub- Account C), and all earnings and losses thereon. Sub-Account B consists of all after-tax contributions that were held by (1) the Alco Standard


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Corporation Stock Participation Plan and the Alco Standard Corporation Capital Accumulation Plan as of September 30, 1995, or (2) any other plan not subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon. Sub-Account C consists of all after-tax contributions that (1) were initially contributed to a money purchase pension plan and later held by the Alco Standard Corporation Defined Contribution Plan as of September 30, 1995, or (2) were initially contributed to a money purchase pension plan merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon.


There shall also be separate accounting for this Account to distinguish between "pre-1987" and "post-1986" after-tax contributions and earnings thereon. All after-tax contributions made prior to January 1, 1987 shall be considered "pre-1987," with all earnings and losses thereon. All after- tax contributions made on and after January 1, 1987 shall be considered "post- 1986," with all earnings and losses thereon.


(b) "Before-Tax Account" means the Account to which are
------------------ credited a Participant's before-tax contributions and all earnings and losses thereon.


This Account is divided into two sub-accounts, which are "Sub-Account A" and "Sub-Account B." Sub-Account A consists


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of all before-tax contributions that were held by: (1) the Alco Standard Defined Contribution Plan as of September 30, 1995, or (2) any other plan subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon. Sub-Account B consists of all before-tax contributions that: (1) were held by the Alco Standard Corporation Stock Participation Plan and the Alco Standard Corporation Capital Accumulation Plan as of September 30, 1995, and all earnings and losses thereon, (2) were held by any other plan not subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon, or (3) are contributed to this Plan on or after October 1, 1995, and all earnings and losses thereon.


(c) "DCP Account" shall mean the following, taken together:
----------- After-Tax Sub-Accounts A and C, Before-Tax Sub-Account A, Employer Sub-Account A, the Money Purchase Plan Account, and Rollover Sub-Account A.


(d) "Employer Account" shall mean the Account to which employer
---------------- contributions other than money purchase plan contributions are credited and all earnings and losses thereon.


This Account is divided into three sub-accounts, which are "Sub- Account A," "Sub-Account B," and "Sub-Account C." "Sub-


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Account A" consists of all employer contributions other than money purchase plan contributions that were held by: (1) the Alco Standard Corporation Defined Contribution Plan as of September 30, 1995, or (2) any other plan subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon. "Sub-Account B" consists of all employer contributions other than money purchase plan contributions that were held by: (1) the Alco Standard Corporation Capital Accumulation Plan as of September 30, 1995, and all earnings and losses thereon, or (2) were held by any other plan not subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon. "Sub-Account C" consists of all employer contributions other than money purchase plan contributions that: (1) were held by the Alco Standard Corporation Stock Participation Plan as of September 30, 1995, and all earnings and losses thereon, or (2) are contributed to this Plan on or after October 1, 1995, and all earnings and losses thereon.


(e) "Money Purchase Plan Account" shall mean the Account to
--------------------------- which all money purchase plan contributions made by an employer under a Prior Plan shall be credited.


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(f) "QMAC Account" shall mean the Account to which are credited
------------ Qualified Matching Contributions and gains and losses thereon.


(g) "QNEC Account" shall mean the Account to which are credited
------------ Qualified Nonelective Contributions and gains and losses thereon.

(h) "Rollover Account" shall mean the account to which are
---------------- credited an Employee's Rollover Savings and gains and losses thereon.


This Account is divided into two sub-accounts, which are "Sub-Account A" and "Sub-Account B". "Sub-Account A" consists of: (1) rollover savings held by the Alco Standard Corporation Defined Contribution Plan as of September 30, 1995 and (2) rollover savings subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and held by any other plan merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon. "Sub-Account B" consists of: (1) Rollover Savings made to this Plan on or after October 1, 1995 in accordance with Section 4.6 and (2) rollover savings not subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and held by any plan merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon.


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2.2 "ACP Test" shall mean the tests described in Section A.6(a) of
-------- Appendix A.


2.3 "Actual Contribution Percentage" shall mean, for a specific group
------------------------------ of Eligible Employees, the average (expressed as a percentage rounded to the nearer one-hundredth of one percent) of the Individual Contribution Percentages of the Eligible Employees in the group.


The term "Individual Contribution Percentage" is defined in Appendix A.


2.4 "Actual Deferral Percentage" shall mean, for a specific group of
-------------------------- Eligible Employees, the average (expressed as a percentage rounded to the nearer one-hundredth of one percent) of the Individual Deferral Percentages of the Eligible Employees in the group.


The term "Individual Deferral Percentage" is defined in Appendix A.


2.5 "Actuarial Equivalent" shall mean of equal actuarial value,
-------------------- based upon the factors and assumptions utilized by the insurance company from which the Administrator directs the purchase of any annuity contract for the purpose of providing benefits under the Plan.


2.6 "Administrator" shall mean the person(s) designated pursuant to
------------- Section 10.1.
2.7 "ADP Test" shall mean the tests described in Section A.3(a) of
-------- Appendix A.


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2.8 "Affiliated Company" shall mean (a) any parent or subsidiary of
------------------ an Employer (or company under common control with an Employer) which is a member of the same controlled group of corporations (within the meaning of section 1563(a) of the Code) as the Employer; (b) any member of an affiliated service group, as determined under section 414(m) of the Code, of which an Employer is a member; (c) any trade or business under common control with an Employer, as determined under section 414(c) of the Code; and (d) any entity required to be aggregated with an Employer pursuant to regulations under section 414(o) of the Code. "50% Affiliated Company" shall mean an Affiliated Company, but with the
---------------------- phrase "more than 50%" substituted for the phrase "at least 80%" in section 1563(a) of the Code.


2.9 "IKON" shall mean IKON Office Solutions, Inc., an Ohio
---- corporation. Before 1997, IKON was named Alco Standard Corporation ("Alco").


2.10 "IKON Committee" shall mean the IKON Office Solutions, Inc.
-------------- Retirement Plans Committee or any other committee appointed from time to time by the Board of Directors to carry out the duties described in Section 10.2.


2.11 "IKON Stock" shall mean the common stock of IKON.
----------


2.12 "Basic Contributions" shall mean a Participant's basic before-tax
------------------- savings as provided in Section 4.1.


2.13 "Board of Directors" shall mean the board of directors of IKON or
------------------ a committee of the board of directors of


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IKON having authority and responsibility for employee benefit plan matters.


2.14 "Break in Service" shall mean any Plan Year during which an
---------------- employee incurs a break in service described in Article IX.


2.15 "Cash Equivalents" shall mean cash and/or bank deposits,
---------------- certificates of deposit, U.S. Treasury obligations, commercial paper, and similar investments.


2.16 "Code" shall mean the Internal Revenue Code of 1986, as amended
---- from time to time.


2.17 "Compensation" shall mean, for a given Plan Year, a Participant's
------------ regular salary or wages paid by the Employer, excluding overtime allowances, bonuses, incentive pay, severance pay (whether paid periodically or in a lump sum), and other extra pay, but including commissions and Basic and Supplemental Contributions and any elective contributions to an Employer plan under sections 125, 402(e)(3), 402(h), and 403(b) of the Code.


For 1997, a Participant's annual Compensation shall not be more than $160,000. For all years after 1997, a Participant's annual Compensation shall not be more than the amount set by section 401(a)(17) of the Code, as adjusted for cost-of-living increases.


In the case of a Plan Year which is less than 12 months long, the dollar limit on Compensation shall be determined by multiplying the annual limit by a fraction, the numerator of


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which is the number of full calendar months in the short Plan Year and the denominator of which is 12.


2.18 "Effective Date" shall mean (except as otherwise set forth
-------------- herein) October 1, 1995, the effective date of this amended and restated Plan. The Plan was originally effective on January 1, 1975.


2.19 "Eligible Employee" shall mean any Employee who is entitled to
----------------- contribute Basic and Supplemental Contributions and to have Matching Contributions credited to his Employer Account for all or any portion of a given Plan Year.


2.20 "Employee" shall mean any permanent employee of an Employer. The
-------- term Employee shall not include (a) any person who is a leased employee, whether such person is a leased employee within the meaning of section 414(n) of the Code, or not; or (b) any person covered by a collective bargaining agreement, unless he is covered by a collective bargaining agreement that specifically provides for his participation hereunder. An employee is considered "permanent" if he is expected to complete 500 or more Hours of Service during the Plan Year.


IKON reserves the right to amend the Plan or its Joinder Agreement to change the class of employees who shall be Employees for purposes of this Plan.


Effective January 1, 1997, the term Employee shall not include any Unisource Employee.


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2.21 "Employer" shall mean IKON and each division and subsidiary of
-------- IKON (or division of an IKON subsidiary) which is designated by the Board of Directors to adopt this Plan and which (a) adopts the Plan by action of its board of directors, if applicable, and (b) executes a Joinder Agreement with respect to the Plan.


The companies included within the definition of Employer are listed in Appendix F attached hereto and made a part hereof.


2.22 "Employer Contributions" shall mean any contributions which may
---------------------- be made to the Plan by Employers other than Money Purchase Plan Contributions.


2.23 "ERISA" shall mean the Employee Retirement Income Security Act of
----- 1974, as amended from time to time.


2.24 "Excess Aggregate Contributions" shall mean the amount described
------------------------------ in Section A.1(a) of Appendix A.


2.25 "Excess Contributions" shall mean the amount described in
-------------------- Section A.1(b) of Appendix A.


2.26 "Excess Deferral" shall mean the amount described in Section
--------------- A.1(c) of Appendix A.


2.27 "Fair Market Value" shall mean value as determined pursuant to
----------------- guidelines developed by the Trustee, as revised by the Trustee from time to time.


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2.28 "Fund" shall mean the fund established for this Plan,
---- administered under the Trust Agreement, out of which benefits payable under this Plan shall be paid.


2.29 "Georgia-Pacific Stock" shall mean the common stock of Georgia-
--------------------- Pacific Corporation. "Georgia-Pacific Stock Fund" shall mean the Investment
-------------------------- Fund invested in Georgia-Pacific Stock.


2.30 "Highly Compensated Employee" shall mean, for any Plan Year
--------------------------- beginning after December 31, 1986, an employee who is found to be a Highly Compensated Employee within the meaning of Treas. Reg. (S)1.414(q)-1T for that Plan Year. The determination under Treas. Reg. (S)1.414(q)-1T shall be made in accordance with Appendix D.


2.31 "Hour of Service" shall mean an hour for which:
---------------


(a) an employee is directly or indirectly paid or entitled to payment by an Employer, a Predecessor Company, or an Affiliated Company for the performance of employment duties; or


(b) back pay, irrespective of mitigation of damages, is either awarded or agreed to; or


(c) an employee is directly or indirectly paid or entitled to payment by an Employer, a Predecessor Company, or an Affiliated Company on account of a period of time during which no duties are performed due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence;


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(d) an employee is absent from work without pay but receives Hours of Service under Section 9.2(b); or


(e) an employee is absent from work without pay because of:


(1) leave of absence pursuant to his Employer's established leave of absence policy;


(2) absence for military service such that reemployment rights are guaranteed by law, provided that he applies for reemployment within the time provided by law;


(3) absence due to illness or accident for a period of less than 12 months, provided that he returns to work as soon as he is physically able.


There shall be excluded from Subsections (a), (b), and (c) t
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