IKON Office Solutions, Inc. (Form: 8-K)

The Human Resources Committee of the Board of Directors of IKON Office Solutions, Inc. has determined to grant to you a stock unit that includes dividend equivalents under the IKON Office Solutions, Inc. 2006 Omnibus Equity Compensation Plan (the “Plan”). The terms of the grant are set forth in the Stock Unit Grant Agreement (the “Grant”) provided to you. The following provides a summary of the key terms of the Grant; however, you should read the entire Grant, along with the terms of the Plan, to understand the Grant fully.


Participant:		—
Date of Grant:		__________ __, 200_
Total Number of Stock Units Granted:		—
*Vesting Schedule:**	1/3 on each of the third,
	fourth and fifth anniversaries
	of the Date of Grant
Distribution of Stock Units:	On each vesting date

* The Participant must be employed by the Company (as defined in the Plan) on the applicable date for the stock units to become vested. If, on or after the Date of Grant, the Participant has attained Normal Retirement Age (as defined in the Grant), an accelerated vesting schedule shall apply. The accelerated vesting schedule is set forth in the Grant document.

This STOCK UNIT GRANT AGREEMENT, dated as of , 200 (the “Date of Grant”), is delivered by IKON Office Solutions, Inc. (“IKON”), to (the “Participant”).

A. The IKON Office Solutions, Inc. 2006 Omnibus Equity Compensation Plan (the “Plan”) provides for the grant of stock units (“Stock Units”), which represent the right to receive one or more shares of common stock, no par value per share, of IKON (“Common Stock”), on a future distribution date. The Plan also permits the granting of dividend equivalents with Stock Units.

B. The Human Resources Committee of the Board of Directors of IKON (the “Committee”) has decided to make a Stock Unit grant, with dividend equivalents, subject to the terms and conditions set forth in this Stock Unit Grant Agreement (the “Agreement”) and the Plan, as an inducement for the Participant to promote the best interests of IKON and its shareholders and in consideration for the Participant’s execution of a non-competition/non-solicitation agreement and/or the Participant’s continued compliance with the non-competition/non-solicitation covenants contained in any previously executed agreement. The Participant may receive a copy of the Plan by contacting Shareholder Services at 610-296-8000.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1. Grant of Restricted Stock Units. Subject to the terms and conditions set forth in this Agreement and the Plan, IKON hereby grants to the Participant Stock Units (the “Restricted Stock Units” or “RSUs”). The RSUs are phantom rights that will become vested in accordance Paragraph 3 and will be distributed in accordance with Paragraph 4 below. Except as otherwise provided below, prior to the date on which the RSUs are distributed in accordance with Paragraph 4 below, the Participant will not be deemed to have any voting rights or dividend rights with respect to any shares of Common Stock subject to this grant.

2. RSU Account. IKON shall establish and maintain an RSU account, as a bookkeeping account on its records (the “RSU Account”), for the Participant and shall record in such RSU Account the number of RSUs granted to the Participant. The Participant shall not have any interest in any fund or specific assets of IKON by reason of this grant or the RSU Account established for the Participant.

(a) The Participant will become vested in the RSUs awarded pursuant to this grant according to the following vesting schedule, provided the Participant does not incur a termination of employment with the Company (as defined in the Plan) prior to the applicable vesting date (the “Vesting Date”):

(i) Except as provided in clauses (ii) or (iii) below, if applicable, the RSUs shall vest upon the following Vesting Dates if the Participant is employed by the Company on the applicable Vesting Date:

[33%] [Fourth anniversary of the Date of Grant] [33%] [Fifth anniversary of the Date of Grant]

Notwithstanding the foregoing, once the Participant has attained Normal Retirement Age (as defined in clause (ii) below), the vesting of the RSUs shall be as described in clause (ii) or (iii) below, as applicable.

(ii) If, on or prior to the Date of Grant, the Participant has attained Normal Retirement Age, the vesting schedule set forth in clause (i) shall not apply and, instead, the RSUs shall vest upon the following Vesting Dates if the Participant is employed by the Company on the applicable Vesting Date:

[25%] [Second anniversary of the Vesting Date] [25%] [Third anniversary of the Vesting Date] [25%] [Fourth anniversary of the Vesting Date]

For purposes of this Agreement, the term “Normal Retirement Age” shall mean the Participant has both (A) attained at least age 55, and (B) completed five years of employment with the Company, which shall be based on the anniversary of the Participant’s first day of employment with the Company.

(iii) If after the Date of Grant the Participant attains Normal Retirement Age, the RSUs shall vest as follows:

(A) If the Participant attains Normal Retirement Age prior to [the third anniversary of the Date of Grant], (x) on the next Vesting Date set forth in clause (ii) that occurs immediately after the Participant attains Normal Retirement Age, the total number of RSUs that would have been vested had the Participant attained Normal Retirement Age on the Date of Grant shall become vested, provided the Participant is employed by the Company on such Vesting Date, and (y) the vesting schedule provided in clause (ii) shall thereafter apply with respect to the remaining unvested RSUs granted to the Participant pursuant to this grant; or

(B) If the Participant attains Normal Retirement Age on or after [the third anniversary of the Date of Grant], all RSUs that have not vested pursuant to clause (i) shall become fully vested on the next Vesting Date under clause (i) that occurs immediately after the Participant attains Normal Retirement Age, provided the Participant is employed by the Company on such Vesting Date.

(b) Unless otherwise provided in an Employment Agreement between the Participant and the Company which has been properly approved by the Company in accordance with established policy, if the Participant terminates employment with the Company prior to the Vesting Date for any portion of the RSUs, the RSUs that have not vested as of such Vesting Date shall terminate and the corresponding shares of Common Stock shall be forfeited; provided, however, that if the Participant terminates employment with the Company on account of death or Disability (as defined below), all of the Participant’s unvested RSUs shall become vested as of the date of the Participant’s termination of employment with the Company on account of death or Disability. For purposes of this Agreement, the term “Disability” shall mean as such term is defined in IKON’s Long-Term Disability Plan.

4. Distribution. Once the RSUs vest pursuant to Paragraph 3, all of the RSUs then credited to the Participant’s RSU Account that are vested as of such date (the “Distribution Date”) shall become distributable (the “Distributable Units”). As soon as administratively practicable after the Distribution Date, all Distributable Units will be converted to an equivalent number of shares of Common Stock, and the Participant shall receive a single sum distribution of such shares of Common Stock, which shall be issued under the Plan.

5. Dividend Equivalents. From the Date of Grant through the date the RSUs are distributed pursuant to Paragraph 4, if any cash dividends are declared with respect to shares of Common Stock, a cash payment will be paid to the Participant equal to the value of the dividend that would have been paid if such RSUs granted to the Participant pursuant to this Agreement at the time of the declaration of the dividend had been shares of Common Stock. The dividend equivalents will be paid to the Participant as soon as administratively practicable after dividends are paid to shareholders holding shares of Common Stock.

6. Change in Control. The provisions set forth in the Plan applicable to a Change in Control (as defined in the Plan) shall apply to the RSUs, and, in the event of a Change in Control, the RSUs will be fully vested.

7. Acknowledgment by Participant. By receipt of this grant, the Participant hereby acknowledges that with respect to any right to distribution pursuant to this Agreement, the Participant is and shall be an unsecured general creditor of IKON without any preference as against other unsecured general creditors of IKON, and the Participant hereby covenants for himself or herself, and anyone at any time claiming through or under the Participant, not to claim any such preference, and hereby disclaims and waives any such preference that may at any time be at issue, to the fullest extent permitted by applicable law.

(a) The obligation of IKON to deliver shares of Common Stock upon the distribution of the RSUs shall be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the shares of Common Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the shares of Common Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The issuance of the shares of Common Stock and the payment of cash to the Participant pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof.

(b) The Participant understands and agrees that the sale of any shares of Common Stock received by the Participant pursuant to this grant will be subject to, and must comply with, the IKON’s Insider Trading Policy.

(c) As soon as reasonably practicable after the Distribution Date, a certificate representing the shares of Common Stock that are distributed shall be issued to the Participant.

9. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. In the event of any contradiction, distinction or difference between this Agreement and the terms of the Plan, the terms of the Plan will control. This grant is subject to the interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the shares of Common Stock, (iii) changes in capitalization of IKON, and (iv) other requirements of applicable law. The Committee shall have the authority to interpret and construe this grant pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. By receiving this grant, the Participant hereby agrees to be bound by the terms and conditions of the Plan and this Agreement. The Participant further agrees to be bound by the determinations and decisions of the Committee with respect to this Agreement and the Plan and the Participant’s rights to benefits under this Agreement and the Plan and agrees that all such determinations and decisions of the Committee shall be binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under this Agreement and the Plan on behalf of the Participant.

10. No Rights as Shareholder. The Participant shall not have any rights as a shareholder of IKON, including the right to any cash dividends (except as provided in Paragraph 5), or the right to vote, with respect to any RSUs.

11. No Guarantee of Continued Employment. The grant of the RSUs and dividend equivalents shall not confer upon the Participant any right to be retained by, or in the employ of, the Company and shall not interfere in any way with the right of the Company to terminate the Participant’s employment at any time. The right of the Company to terminate at will the Participant’s employment at any time for any reason is specifically reserved.

12. Assignment and Transfers. No RSUs or dividend equivalents awarded to the Participant under this Agreement may be transferred, assigned, pledged or encumbered by the Participant, and RSUs and dividend equivalents shall be distributed during the lifetime of the Participant only for the benefit of the Participant; provided, however, that in the event of the Participant’s death, the shares of Common Stock subject to the RSUs shall be issued (subject to the limitations specified in the Plan) solely to the legal representatives of the Participant, or by the person who acquires the right to receive the shares of Common Stock subject to the RSUs by will or by the laws of descent and distribution, to the extent that the RSUs subject to this grant are otherwise vested pursuant to this Agreement. Any attempt to transfer, assign, pledge or encumber the RSUs or dividend equivalents by the Participant shall be null, void and without effect. The rights and protections of IKON hereunder shall extend to any successors or assigns of IKON.

13. Tax Consequences and Withholding. The value of the RSUs distributed upon vesting and the payment of dividend equivalents is treated as taxable income to the Participant, subject to withholding, and the Participant (or the Participant’s legal representative in the event of death) shall be solely responsible for all tax consequences that result from the vesting and distribution of the RSUs, as well as any subsequent sale of shares of Common Stock received upon distribution of the RSUs, and the payment of dividend equivalents. The Participant (or the Participant’s legal representatives in the event of death) shall pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the vesting and distribution of the RSUs and the payment of dividend equivalents. The Participant may elect to satisfy any tax withholding obligation of the Company with respect to the RSU by having shares of Common Stock withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

14. Effect on Other Benefits. The value of shares of Common Stock and dividend equivalents distributed with respect to the RSUs shall not be considered eligible earnings for purposes of any other plans maintained by the Company. Neither shall such value be considered part of the Participant’s compensation for purposes of determining or calculating other benefits that are based on compensation, such as life insurance.

15. Applicable Law. The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof.

16. Notice. Any notice to IKON provided for in this instrument shall be addressed to IKON in care of Shareholder Services at the principal corporate office of IKON, and any notice to the Participant shall be addressed to such Participant at the current address shown in the records of IKON, or to such other address as the Participant may designate to IKON in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

17. Potential Deferral. To the extent the Participant is eligible to participate in the IKON Office Solutions, Inc. Executive Deferred Compensation Plan (the “Executive Plan”), the Participant may be able to defer all or part of the Participant’s RSUs subject to the terms of the Executive Plan and section 409A of the Internal Revenue Code of 1986, as amended. If an eligible Participant desires to defer all or a portion of his or her RSUs, the Participant must contact Shareholder Services since certain restrictions will apply.

18. Section 409A of the Code. Notwithstanding anything in the Plan or this Agreement to the contrary, the Committee may, without the Participant’s consent, amend this Agreement to comply with the requirements of section 409A of the Code and any corresponding guidance and regulations issued under section 409A of the Code to the extent it is subsequently determined, in the sole discretion of the Committee, that such amendments are necessary for this grant to comply with the requirements of section 409A of the Code, if applicable.

IN WITNESS WHEREOF, IKON has caused its duly authorized officer to execute this Stock Unit Grant Agreement effective as of the Date of Grant.

The Human Resources Committee of the Board of Directors of IKON Office Solutions, Inc. has determined to grant to you a nonqualified stock option to purchase shares of common stock of IKON Office Solutions, Inc. under the IKON Office Solutions, Inc. 2006 Omnibus Equity Compensation Plan (the “Plan”). The terms of the grant are set forth in the Nonqualified Stock Option Grant Agreement (the “Grant”) provided to you. The following provides a summary of the key terms of the Grant; however, you should read the entire Grant, along with the terms of the Plan, to understand the Grant fully.


Participant:		—
Date of Grant:		__________ __, 200_
Total Number of Shares Granted:		—
Exercise Price Per Share:	$	—
*Exercisability Schedule:**	1/3 on each of the first three
anniversaries of the Date of Grant
Term/Expiration Date:**		__________ __, 200_

* The Participant must be employed by the Company (as defined in the Plan) on the applicable date for the option to become exercisable.

• Unless terminated earlier in accordance with the terms of the Grant and the Plan.

This STOCK OPTION GRANT AGREEMENT, dated as of , 200 (the “Date of Grant”), is delivered by IKON Office Solutions, Inc. (“IKON” ), to (the “Participant”).

A. The IKON Office Solutions, Inc. 2006 Omnibus Equity Compensation Plan (the “Plan”) provides for the grant of nonqualified stock options to purchase shares of common stock, no par value per share, of IKON (“Common Stock”).

B. The Human Resources Committee of the Board of Directors of IKON (the “Committee”) has decided to make a nonqualified stock option grant, subject to the terms and conditions set forth in this Stock Option Grant Agreement (the “Agreement”) and the Plan, as an inducement for the Participant to promote the best interests of IKON and its shareholders and in consideration for the Participant’s execution of a non-competition/non-solicitation agreement and/or the Participant’s continued compliance with the non-competition/non-solicitation covenants contained in any previously executed agreement. The Participant may receive a copy of the Plan by contacting Shareholder Services at 610-296-8000.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1. Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, IKON hereby grants to the Participant a nonqualified stock option (the “Option”) to purchase shares of Common Stock of IKON (“Shares”) at an exercise price of $ per Share. The Option shall become exercisable according to Paragraph 2 below. The Option is not intended to qualify as an “incentive stock option” under section 422 of the Internal Revenue Code of 1986, as amended.

2. Exercisability of Option. The Option shall become exercisable on the following dates, if the Participant is employed by the Company (as defined in the Plan) on the applicable date:


Date Shares for Which the Option is Exercisable
[First anniversary of the Date of Grant] [Second anniversary of the Date of Grant] [Third anniversary of the Date of Grant]		[34% of the shares] [33% of the shares] [33% of the shares]

(a) The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan.

(b) Unless otherwise provided in an Employment Agreement entered into between the Participant and the Company prior to the Date of Grant which has been properly approved by the Company in accordance with established policy, the Option shall automatically terminate upon the happening of the first of the following events:

(i) If the Participant ceases to be employed by the Company for any reason other than a termination for Cause (as defined below), death, Disability (as defined below), or Retirement (as defined below), the Participant may exercise any portion of the Option that is exercisable on the date the Participant ceases to be employed by the Company for a period of three months following the date of such termination of employment (or the remaining term of the Option, if shorter).

(ii) If the Participant ceases to be employed by the Company due to Retirement, any portion of the Option that is scheduled to become exercisable within the three year period following the date of the Participant’s termination of employment on account of Retirement shall continue to become exercisable in accordance with its terms. In addition, the Participant may exercise any portion of the Option that is exercisable as of the date of the Participant’s termination of employment with the Company for Retirement for a period of three years from the date of such termination (or the remaining term of the Option, if shorter), and, with respect to any portion of the Option that becomes exercisable after the date of the Participant’s termination of employment as provided in this clause, the Participant may exercise such portion of the Option after it becomes exercisable until the end of the three year period from the date of the Participant’s termination of employment (or the remaining term of the Option, if shorter) on account of Retirement. Notwithstanding anything contained herein to the contrary, the extended exercisability period for Retirement will not be provided to any Participant who has violated any statutory, common law or contractual obligations to the Company (including, without limitation, any confidentiality, non-solicitation and non-competition obligations that may be in effect) without regard to whether such violation has occurred before or after the date of termination. For purposes of this Agreement, the term “Retirement” shall mean the Participant voluntarily terminates employment with the Company after attaining age 55 and completing five years of employment with the Company.

(iii) If the Participant ceases to be employed by the Company due to death or Disability, any portion of the Option that is not exercisable as of the date of the Participant’s termination of employment shall become exercisable on the date of such termination of employment and the Participant or the Participant’s legal representative(s), in the case of death, may exercise any portion of the Option that is exercisable on the date of termination for a period of one year following the date of the Participant’s termination of employment (or the remaining term of the Option, if shorter). For purposes of this Agreement, the term “Disability” shall mean as such term is defined in IKON’s Long-Term Disability Plan.

(iv) If the Participant ceases to be employed by the Company because of a termination for Cause, the Participant’s Option shall immediately terminate as of the date of such termination and no portion of the Option may be exercisable by the Participant after such termination. For purposes of this Agreement, the term “Cause” shall mean (i) the Participant 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, IKON’s Code of Ethics; or (ii) the Participant has committed an act of dishonesty, moral turpitude or theft against the Company or has breached the Participant’s duties of loyalty to the Company.

Notwithstanding the foregoing, in no event may any portion of the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Participant ceases to be employed by the Company shall immediately terminate, unless such Option becomes exercisable as provided in clause (ii) above with respect to a termination on account of Retirement.

4. Cancellation and Rescission of Option. IKON may cancel any unexpired or unexercised portion of the Option, whether exercisable or not, at any time if the Participant is not in compliance with all of the following conditions:

(a) The Participant shall not render services for any organization or engage directly or indirectly in any business which would cause the Participant to breach any of the post-employment prohibitions contained in any agreement between the Company and the Participant.

(b) The Participant shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or use in other than the Company’s business, any confidential information or material, as defined in any agreement between the Company and the Participant which contains post-employment prohibitions, relating to the business of the Company, acquired by the Participant either during or after employment by the Company.

(c) The Participant, pursuant to any agreement between the Company and the Participant which contains post-employment prohibitions, shall disclose promptly and assign to the Company all right, title, and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Company, relating in any manner to the actual or anticipated business, research or development work of the Company and shall do anything reasonably necessary to enable the Company to secure a patent where appropriate in the United States and in foreign countries.

(a) Subject to the provisions of Paragraphs 2, 3 and 4 above, the Participant (or the Participant’s legal representatives in the event of his or her death) may exercise part or all of the exercisable Option by giving IKON written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. The Option exercise price shall be paid prior to the delivery of the shares by (i) making payment in full in cash or check payable to the order of IKON; (ii) making arrangements for a broker-assisted exercise (in which the broker forwards the exercise price); (iii) tendering shares of already-owned IKON stock; or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. Upon exercise of the Option (and provided the Company has received all necessary tax withholding amounts) a stock certificate or stock certificates representing the number of shares of common stock to which the Participant is entitled shall be delivered to the Participant (or the Participant’s legal representatives, in the event of his or her death or to the broker, for broker-assisted exercises). IKON reserves the right to specify the procedures to be used in exercising the Option under this Agreement. Any broker-assisted exercise must be made in accordance Regulation T of the Federal Reserve Board. The Committee may impose from time to time such limitations as it deems appropriate on the use of shares of Common Stock to exercise the Option.

(b) The obligation of IKON to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as IKON counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. IKON may require that the Participant (or other person exercising the Option after the Participant’s death) represent that the Participant is purchasing the Shares for the Participant’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. The Participant understands and agrees that the exercise of the Option and sale of the corresponding Shares is subject to, and must comply with, IKON’s Insider Trading Policy.

6. Change in Control. The provisions of the Plan applicable to a Change in Control (as defined in the Plan) shall apply to the Option, and, in the event of a Change in Control, the Option shall automatically become fully exercisable.

7. Restrictions on Exercise. The Option shall not be assignable or transferable by the Participant except by will or by the laws of descent and distribution. During the life of the Participant, the Option shall be exercisable only by the Participant. After the Participant’s death, the Option shall be exercisable (subject to the limitations specified in this Agreement and the Plan) solely by the legal representatives of the Participant, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement.

8. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. In the event of any contradiction, distinction or difference between this Agreement and the terms of the Plan, the terms of the Plan will control. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the Shares, (iii) changes in capitalization of IKON, and (iv) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. By receiving this grant, the Participant hereby agrees to be bound by the terms and conditions of the Plan and this Agreement. The Participant further agrees to be bound by the determinations and decisions of the Committee with respect to this Agreement and the Plan and the Participant’s rights to benefits under this Agreement and the Plan and agrees that all such determinations and decisions of the Committee shall be binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under this Agreement and the Plan on behalf of the Participant.

9. No Guarantee of Continued Employment. The grant of the Option shall not confer upon the Participant any right to be retained by or in the employ of the Company and shall not interfere in any way with the right of the Company to terminate the Participant’s employment at any time. The right of the Company to terminate at-will the Participant’s employment at any time for any reason is specifically reserved.

10. No Shareholder Rights. Neither the Participant, nor any person entitled to exercise the Participant’s rights in the event of the Participant’s death, shall have any of the rights and privileges of a shareholder with respect to the Shares subject to the Option, until certificates for Shares have been issued upon the exercise of the Option.

11. Assignment and Transfers. The rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, IKON may terminate the Option by notice to the Participant, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of IKON hereunder shall extend to any successors or assigns of IKON and to IKON’s parents, subsidiaries and affiliates. This Agreement may be assigned by IKON without the Participant’s consent.

12. Tax Consequences and Withholding. The exercise of the Option will result in taxable income to the Participant, subject to withholding, and the Participant (or the Participant’s legal representative in the event of death) shall be solely responsible for all tax consequences that result from the exercise of the Option, as well as any subsequent sale of the Shares received upon exercise of the Option. The Participant (or the Participant’s legal representatives in the event of death) shall pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the exercise of the Option.

13. Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof.

14. Notice. Any notice to IKON provided for in this instrument shall be addressed to IKON in care of Shareholder Services at the principal corporate office of IKON, and any notice to the Participant shall be addressed to such Participant at the current address shown in the records of IKON, or to such other address as the Participant may designate to IKON in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

IN WITNESS WHEREOF, IKON has caused its duly authorized officer to execute this Nonqualified Stock Option Grant Agreement effective as of the Date of Grant.

This Performance Plan Incentive Agreement (this “Agreement”) is effective as of (the “Effective Date”), 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, “IKON” or the “Company”), and , who resides at (“Executive”) (collectively, the “Parties”).

WHEREAS, the Company wishes to establish, and Executive wishes to participate in, a performance incentive plan (the “Plan”), which Plan is intended to reward and retain senior executives of the Company and to align the interests of such senior executives with those of the Company’s shareholders;

NOW THEREFORE, the Parties, intending to be legally bound, do hereby covenant and agree as follows:

1. Executive’s Plan Award Eligibility and Award Calculation. The Company agrees to provide to Executive a Performance Plan Award (“Award”) under the terms and conditions set forth below:

(a) Employment Throughout Plan Period. In order to be eligible to receive an Award under the Plan, Executive must remain employed in a Level 1 or Level 2 position with the Company throughout the Plan Period (as set forth in paragraph 1(c)(II) below), unless specifically provided to the contrary under paragraph 3 (Termination of Employment) or paragraph 4(a) (Change in Control) below.

(b) Calculation of Award Amount. Any Award under the Plan will be expressed in terms of “Incentive Units” and will be calculated by IKON at the conclusion of the Plan Period by multiplying Executive’s Target Amount (as set forth in paragraph 1(c)(I) below) by the Plan Payout Factor (as set forth in paragraph 1(c)(III) below). Notwithstanding the foregoing, no Award will be provided to Executive in the event IKON’s cumulative EPS (as set forth in paragraph 5(f) below) for the three fiscal years comprising the Plan Period is less than $ .

(c) Executive’s Specific Award Terms. For purposes of this Agreement, the following terms and definitions will apply to determine Executive’s Award eligibility:

(III) Plan Payout Factor: The Plan Payout Factor will be equal to the sum of: (A) the Revenue Payout Factor multiplied by 0.40; (B) the Operating Income Payout Factor multiplied by 0.40; and (C) the Free Cash Flow Payout Factor multiplied by 0.20.

Each of the Revenue Payout Factor and the Operating Income Payout Factor will be calculated by dividing the applicable Criteria (as set forth in the table below) by the corresponding Target (as set forth in the table below). Notwithstanding the foregoing, the Revenue Payout Factor will be capped at percent ( %) and the Operating Income Payout Factor will be capped at percent ( %), and, in the event the Revenue Payout Factor or the Operating Income Payout Factor, as applicable, are less than percent ( %) or percent ( %), respectively, such Payout Factor will be 0%.

The Free Cash Flow Payout Factor will be at least percent ( %) in the event IKON’s cumulative Free Cash Flow (as set forth in paragraph 5(h) below) for the three fiscal years comprising the Plan Period is (A) equal to or greater than $ and (B) less than $ , provided that the Free Cash Flow Payout Factor will increase by basis points for each $ IKON’s cumulative Free Cash Flow (as set forth in paragraph 5(h) below) for the three fiscal years comprising the Plan Period is greater than $ . The Free Cash Flow Payout Factor will be at least percent ( %) in the event IKON’s cumulative Free Cash Flow (as set forth in paragraph 5(h) below) for the three fiscal years comprising the Plan Period is (A) equal to or greater than $ and (B) equal to or less than $ , provided that the Free Cash Flow Payout Factor will increase by basis points for each $ IKON’s cumulative Free Cash Flow (as set forth in paragraph 5(h) below) for the three fiscal years comprising the Plan Period is greater than $ . Notwithstanding the foregoing, the Free Cash Flow Payout Factor will be capped at percent ( %), and, in the event IKON’s cumulative Free Cash Flow (as set forth in paragraph 5(h) below) for the three fiscal years comprising the Plan Period is less than $ , the Free Cash Flow Payout Factor will be 0%.


Payout Factor	Criteria	Cumulative Target	Payout Range	Component Weight
Revenue	Cumulative Revenue (as set forth in paragraph 5(m) below)	$	% — %	40%


Operating Income	Cumulative Operating Income (as set forth in paragraph 5(j) below)	$	% — %	40%


Free Cash Flow	Cumulative Free Cash Flow (as set forth in paragraph 5(h) below)	$ - $	% — %	20%


		$ - $	% — % —

(a) Manner of Distribution. Provided all conditions for Award eligibility and distribution as set forth herein are met, the amount, if any, to be distributed to Executive pursuant to an Award will be calculated and granted by IKON to Executive as soon as practicable following both the completion of the Plan Period and the filing of IKON’s Annual Report on Form 10-K for the last fiscal year of the Plan Period. IKON, in its sole discretion, will select and implement one of the following three methods in which the Award is to be granted to Executive: (i) payment by cash or check in the amount of the Award, as calculated in accordance with paragraphs 1(b) and 2(b) herein; (ii) delivery of shares of IKON Common Stock pursuant to the IKON Office Solutions, Inc. 2006 Omnibus Equity Compensation Plan (the “2006 Plan”) (in certificated or uncertificated form) equal in number to the Award (as calculated above) divided by the closing price of a share of IKON Common Stock as of the date specified in paragraph 2(b) below; or (iii) a combination thereof, as determined in the sole discretion of the Company.

(b) Incentive Unit Valuation. Prior to the conclusion of the Plan Period and any Award being earned under this Agreement, the Parties agree that Incentive Units will have no monetary value. Once the Plan Period has concluded, however, and provided that Incentive Units have been awarded to Executive under this Agreement, the Parties agree that, in making the conversions described in paragraph 2(a) above, each Incentive Unit will be assigned a value equivalent to one U.S. dollar, with such assignment, valuation and conversion to be made by IKON as of a date specified by the Company following the conclusion of the Plan Period, which date will be no more than ten (10) days prior to the date of Award distribution. All determinations as to an Award by the Company shall be final, binding and conclusive.

(c) Taxability and Withholding. Any payments or distributions of an Award to Executive under this Agreement will be considered ordinary income to Executive and will be subject to applicable state and federal withholding by the Company at the time of distribution. Executive agrees that he/she is responsible for payment of all taxes due upon payment and/or distribution of the Award and/or upon any subsequent sale of shares.

(a) Resignation, Termination or Demotion. If Executive’s employment is terminated at any point during the Plan Period, whether by resignation or discharge and whether with or without cause, or if Executive ceases to hold a Level 1 or Level 2 position with the Company at any point during the Plan Period, the Parties agree that Executive will forfeit any Award under this Agreement unless specifically provided to the contrary under paragraph 3(b) (Death, Disability or Retirement) or paragraph 4(a) (Change in Control) below.

(b) Death, Disability or Retirement. If Executive’s employment is terminated during the Plan Period as the result of his/her death, Disability (as set forth in paragraph 5(e) below) or Retirement (as set forth in paragraph 5(l) below) (and provided that the provisions of paragraph 4(a) below have not already been triggered), Executive will remain eligible to receive an Award under this Agreement to the same extent and at the same time that he/she would have received an Award if he/she had remained continuously employed with the Company throughout the Plan Period; provided, however, if Executive terminates employment on account of Retirement, the Award that Executive will receive will be prorated based on the number of full months that Executive was employed by the Company during the Plan Period divided by thirty-six (36). Notwithstanding the provisions of this paragraph 3(b), Executive will not receive any Award under this Agreement if: (i) his/her termination for death or Disability occurs within the first year of the Plan Period or (ii) after Executive’s termination, IKON determines that Executive has engaged in theft, fraud, a breach of his/her duty of loyalty to the Company and/or a violation of any material obligations under his/her employment agreement with the Company.

(a) If, at any time during the Plan Period, the Company undergoes a Change in Control at a time when Executive either (i) is employed with the Company (whether or not Executive subsequently loses his/her employment as the result of such Change in Control) or (ii) remains eligible for an Award under the provisions of paragraph 3(b) above, the following terms and conditions will apply: (A) Executive will no longer be entitled to an Award under the provisions of paragraphs 1, 2 or 3(b) of this Agreement; (B) Executive will instead be entitled to receive an Award equal to one hundred percent (100%) of the Target Amount, which will be payable to Executive in cash, provided that such payment will be made as soon as practicable, but in no event later than ten (10) days following the Change in Control.

(b) If, at any time during the Plan Period, (i) the Company undergoes a recapitalization; sale, spinoff, transfer, merger or acquisition of a material division, subsidiary or assets; or any similar material event; and/or (ii) there is a change in Generally Accepted Accounting Principles (“GAAP”) or other similar accounting guidance or pronouncement that has a material effect on EPS, Revenue, Operating Income or Free Cash Flow; and provided that the provisions of paragraph 4(a) (Change in Control) above are not triggered, the Board may make an equitable adjustment to the calculation of the Plan Payout Factor in order to reflect the impact of such material event on the Company’s EPS, Revenue, Operating Income or Free Cash Flow. The Company shall promptly notify Executive of such change in writing.

5. Additional Terms and Definitions. The following additional terms and definitions will apply under this Agreement.

(a) “Affiliate” of a Person shall mean a Person who directly or indirectly controls, is controlled by or is under common control with the Person specified.

(I) any “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of IKON representing more than 35% of the voting power of the then outstanding securities of IKON; provided that a Change in Control shall not be deemed to occur as a result of a transaction in which IKON becomes a subsidiary of another corporation and in which the shareholders of IKON, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such shareholders to more than 65% of all votes to which all shareholders of the parent corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote);

(II) the consummation of (A) a merger or consolidation of IKON with another corporation where the shareholders of IKON, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote) or (B) a sale or other disposition of all or substantially all of the assets of IKON; or

(III) during any twelve-month period after the Effective Date, individuals who at the beginning of such period constituted the Board cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by IKON’s shareholders, of at least a majority of the directors who were not directors at the beginning of such period, was approved by a vote of at least two-thirds of the directors then in office at the time of such election or nomination who either (A) were directors at the beginning of such period or (B) whose appointment, election or nomination for election was previously so approved.

(e) “Disability” shall mean Total Disability as defined in the Company’s Long-Term Disability Plan, as amended from time to time.

(f) “EPS” shall mean the earnings per share for the Company for the entire fiscal year, which shall be calculated to include or exclude restructuring charges, special gains or losses and/or other items in the reasonable discretion of the Human Resources Committee of the Board of Directors.

(g) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(h) “Free Cash Flow” shall mean the cumulative net cash used in or provided by operating activities, less Net Capital Expenditures, of the Company for the three fiscal years comprising the Plan Period, as reported in the Company’s Annual Report on Form 10-K for the last fiscal year of the Plan Period.

(i) “Net Capital Expenditures” shall mean the cumulative expenditures for property and equipment, expenditures for equipment on operating leases, proceeds from sale of property and equipment and proceeds from sale of equipment on operating leases of the Company for the three fiscal years comprising the Plan Period, as reported in the Company’s Annual Report on Form 10-K for the last fiscal year of the Plan Period.

(j) “Operating Income” shall mean the cumulative operating income of the Company for the three fiscal years comprising the Plan Period, as reported in the Company’s Annual Report on Form 10-K for the last fiscal year of the Plan Period.

(k) “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.

(l) “Retirement” shall mean any voluntary retirement by Executive from the Company in circumstances where, at the time of retirement, Executive is at least fifty-five (55) years of age and has at least five (5) years of service with the Company or its Affiliates.

(m) “Revenue” shall mean the cumulative revenue of the Company for the three fiscal years comprising the Plan Period, as reported in the Company’s Annual Report on Form 10-K for the last fiscal year of the Plan Period.

(a) Non-transferability; Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of Executive) and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the assets of the Company; provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. In the event of any sale of assets or liquidation as described in the preceding sentence, the Company shall use its best efforts to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. The Incentive Units conveyed hereunder are not assignable or transferable, in whole or in part, and may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by laws of descent and distribution of Executive upon Executive’s death.

(b) Entire Agreement. This Agreement contains the entire understanding and agreement between the Parties concerning the Award and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto. This Agreement may be amended in a signed writing by authorized representatives for both Parties. This Agreement may also be amended from time to time by the Company in writing and without obtaining the consent of Executive, provided that such amendment or alteration does not materially impair Executive’s rights under this Agreement; and further provided that no consent of Executive is required if such amendment is necessary for this Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. In the event the Company issues shares of IKON Common Stock to Executive pursuant to the 2006 Plan (as set forth in paragraph 2(a) above), the terms of the 2006 Plan, as amended from time to time, will apply to the issuance of IKON Common Stock under this Agreement, but only to the extent that such terms do not conflict with the terms of this Agreement (including, without limitation, the definition of Change in Control set forth in paragraph 5(c) above).

(c) No Guarantee of Employment. Nothing in this Agreement shall confer upon Executive any right to continue in the employment of the Company.

(d) Governing Law/Jurisdiction. This Agreement shall be governed, construed, performed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without reference to principles of conflict of laws.

1 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

IKON ANNOUNCES CASH TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.25% NOTES DUE 2008

MALVERN, Pa.— IKON Office Solutions (NYSE:IKN), the world’s largest independent channel for document management systems and services, today announced that it has commenced a cash tender offer to purchase any and all of its 7.25% notes due 2008. In connection with the tender offer, the Company is also soliciting consents to effect certain proposed amendments to the indenture governing the notes. The tender offer is scheduled to expire at midnight, New York City time, on May 24, 2006, unless terminated or extended. The consent payment deadline is 5:00 p.m., New York City time, on May 10, 2006, unless extended. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated April 27, 2006, and a related Letter of Transmittal, which more fully set forth the terms and conditions of the tender offer and consent solicitation.

Wachovia Securities is acting as exclusive dealer manager and solicitation agent for the tender offer and the consent solicitation. The information agent and tender agent for the tender offer is D.F. King & Co., Inc. Questions regarding the tender offer and consent solicitation may be directed to Wachovia Securities’ Liability Management Group, at telephone number (866) 309-6316 (toll free) and (704) 715-8341 (collect). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and related documents may be directed to D.F. King & Co., Inc., at telephone number (800) 758-5378 (toll free) and (212) 269-5550 (collect).

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to the notes nor is this announcement an offer to sell or solicitation of an offer to purchase new securities. The tender offer and consent solicitation are made solely by means of the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal.

About IKON
IKON Office Solutions, Inc. (www.ikon.com), the world’s largest independent channel for copier, printer and MFP technologies, delivers integrated document management solutions and systems, enabling customers worldwide to improve document workflow and increase efficiency. IKON integrates best-in-class systems from leading manufacturers, such as Canon, Ricoh, Konica Minolta, EFI and HP, and document management software from companies like Captaris, Kofax and others, to deliver tailored, high-value solutions implemented and supported by its global services organization—IKON Enterprise Services. With fiscal year 2005 revenue of $4.4 billion, IKON has approximately 26,000 employees in 450 locations throughout North America and Western Europe.

This news release includes information that may constitute forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements relating to the successful completion of the tender offer and consent solicitation. Although IKON believes the expectations contained in such forward-looking statements are reasonable, it can give no assurances that such expectations will prove correct. Such forward-looking statements are based upon management’s current plans or expectations and are subject to a number of risks and uncertainties, including, but not limited to risks and uncertainties set forth in the Offer to Purchase and Consent Solicitation Statement under the headings “Forward-Looking Statements” and “Certain Significant Considerations” and in IKON’s 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission. As a consequence of these and other risks and uncertainties, IKON’s current plans, anticipated actions and future financial condition and results may differ materially from those expressed in any forward-looking statements.

IKON Office Solutions® and IKON: Document Efficiency at Work® are trademarks of IKON Office Solutions West, Inc. All other trademarks are the property of their respective owners.


Ohio	1-5964	23-0334400
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

70 Valley Stream Parkway, Malvern, Pennsylvania		19355
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	IKON Office Solutions, Inc.

May 1, 2006	By:	Robert F. Woods

		Name: Robert F. Woods
		Title: Senior Vice President and Chief Financial Officer


Exhibit No.		Description

10.1		Form of U.S. Stock Unit Grant Agreement
10.2		Form of U.S. Nonqualified Stock Option Grant Agreement
10.3		Form of Performance Plan Incentive Unit Agreement
99.1		Press Release dated April 27, 2006


Date of Report (Date of Earliest Event Reported):		April 25, 2006


Registrant’s telephone number, including area code:		610-408-7427


RSUs		Vesting Date


[25%]		[First anniversary of the Vesting Date]