EX-10.1EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

AGREEMENT, made and entered into as of the 28th day of September, 2005 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 Matthew J. Espe (the “Executive”);

W I T N E S S E T H:

WHEREAS, the Company desires to continue to employ the Executive and to enter into an agreement embodying the terms of such continuing employment;

WHEREAS, the Executive desires to continue 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.

(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.

(b) “Agreement” shall mean this Employment Agreement, which includes for all purposes any 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:

(i) the Executive is convicted of a felony involving moral turpitude; or

(ii) the Executive engages in conduct that constitutes willful gross neglect or willful gross misconduct in carrying out his duties under this Agreement, resulting, in either case, in material economic harm to the Company, unless the Executive believed in good faith that such conduct was in, or not opposed to, the best interests of the Company.

(f) “Change in Control” shall mean the occurrence of any of the following events:

(i) any “person,” as such term is currently used in Section 13(d) of the Securities Exchange Act of 1934, as amended, becomes a “beneficial owner,” as such term is currently used in Rule 13d-3 promulgated under that act, of 20% or more of the Voting Stock of the Company;

(ii) 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;

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

(iv) 50% or more of the assets of the Company are disposed of pursuant to a merger, consolidation or other transaction or series of transactions (unless the shareholders of the Company immediately prior to such 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

(v) 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) “Committee” shall mean the Human Resources Committee of the Board.

(i) “Common Stock” shall mean common stock of the Company.

(j) “Constructive Termination Without Cause” shall mean a termination by the Executive of his employment hereunder on 30 days written notice given by him to the Company following the occurrence, without his prior written consent, of any of the following events, unless the Company shall have fully cured all grounds for such termination within 15 days after the Executive gives notice thereof:

(i) any reduction in his then current Base Salary or in his target or maximum annual bonus opportunity as a percentage of Base Salary;

(ii) any material failure to timely grant, or timely honor, any equity or long-term incentive award;

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

(iv) any failure to appoint, elect or reelect him to any of the positions described in the Agreement; the removal of him from any such position; or any change in the reporting structure so that he reports to someone other than the Board;

(v) any material diminution in his duties or the assignment to him of duties that materially impair his ability to perform his duties;

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

(vii) 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;

(viii) 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 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; or

(ix) 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 within 15 days after a merger, consolidation, sale or similar transaction.

If any of the changes described in Section 1(j)(vi) through 1(j)(viii) is preceded by a Potential Change in Control, such change may give rise to a Constructive Termination Without Cause under this Section, provided such change occurs within two years following the Potential Change in Control and either (A) is made at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; or (B) is otherwise made in connection with or in anticipation of a Change in Control which actually occurs.

(k) “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for a period of 180 consecutive days as determined by an approved medical doctor, selected by the Parties. If the Parties cannot agree on a medical doctor, each Party shall select a medical doctor and the two doctors shall select a third who shall be the approved medical doctor for this purpose.

(l) “Effective Date” shall mean October 1, 2005.

(m) “Long-Term Incentive Plan” shall mean any of the long-term incentive plans referred to in Section 6(a).

(n) “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.

(o) “Potential Change in Control” shall mean the occurrence of any of the following events:

(i) the Company enters into an agreement, the consummation of which will result in the occurrence of a Change in Control;

(ii) 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

(iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(p) “Proceeding” shall mean any threatened or actual action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate or other.

(q) “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 bonus and a performance cycle in the case of an award under the Long-Term Incentive Plan) and the denominator of which shall be the number of days in the applicable performance period.“

(r) “Sign-On Deferrable Restricted Stock Award” shall mean the restricted stock award referred to in Section 6(b) of Executive’s August 22, 2002 employment agreement, which is hereby superceded in its entirety by this Agreement as set forth in Section 16(a) infra.

(s) “Term of Employment” shall mean the period specified in Section 2.

(t) “Termination Date” shall mean the date on which the Executive’s employment with the Company terminates in accordance with this (or any subsequent) Agreement.

(u) “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. 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 September 30, 2009 (the “Initial Term”); provided, however, that the Term of Employment shall thereafter be automatically extended for additional one-year periods (“extension periods”) unless either Party shall give the other written notice at least sixty (60) days prior to the expiration of the Initial Term or extension period. Termination of Executive’s employment as a result of non-renewal by the Company shall be treated as a termination subject to the provisions of Section 8(d) (Termination without Cause) of this Agreement. Notice of non-renewal by Executive shall be treated as a termination subject to the provisions of Section 8(g) (Voluntary Termination) of this Agreement. Notwithstanding the foregoing, the Term of Employment may be terminated at any time prior to the expiration of the Initial Term and/or any extension period in accordance with the provisions of Section 8.

3. Positions, Duties and Responsibilities.

(a) During the Term of Employment, the Executive shall serve as the President and Chief Executive Officer of the Company and shall be elected to serve as a member of the Board on the Effective Date or as soon thereafter as possible, consistent with the Company’s Articles of Incorporation and Code of Regulations; 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 by the Board; shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and shall report solely and directly to the Board. In addition, on or before the date of the Company’s first annual shareholders meeting occurring after the Effective Date, the Executive shall be elected Chairman of the Board.

(b) Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving, with prior notice to the Board, on the board of directors of another for-profit corporation, non-profit trade association and/or non-profit charitable organization, provided, however, that Executive may only serve on the board of directors of one other for-profit corporation at any given time and may only serve on the board of directors of a reasonable number of non-profit trade associations and/or non-profit charitable organizations at any one time; (ii) engaging in charitable activities and community affairs; and (iii) managing his personal investments and affairs; provided that such activities do not materially interfere with the performance of the Executive’s duties and responsibilities hereunder

4. Base Salary. Commencing as of the Effective Date, the Executive shall be paid an annualized Base Salary of $825,000, payable in accordance with the regular payroll practices of the Company. The Base Salary shall be reviewed no less frequently than annually for increase in the discretion of the Board.

5. Annual Incentive Awards. The Executive shall be eligible for an annual incentive bonus award opportunity from the Company in respect of each fiscal year of the Company that ends during the Term of Employment. His annual target award opportunity shall be no less than 75% of his annualized Base Salary in effect on the start of the fiscal year and his maximum annual award opportunity shall be no less than 150% of his annualized Base Salary in effect on the start of the fiscal year. The Executive shall be paid his annual incentive awards at the same time that other senior-level executives receive their incentive awards; provided that the Executive has not terminated his employment for reasons other than Constructive Termination Without Cause, or the Company has not terminated the Executive for Cause, prior to the dates on which such bonuses are paid.

6. Long-Term Incentive Awards.

(a) Long-Term Incentive Plan. Subject to the terms of the Company’s Long-Term Performance Plan:

(i) For each performance period commencing under the Company’s Long-Term Performance Plan on or after the Effective Date, the Executive shall be entitled to participate in such Plan (or any successor plan thereto) on the same basis as, and upon the terms and conditions applicable to, other senior executives of the Company, but consistent with the Executive’s pay and position.

(ii) The Executive shall be paid any amount due under the Long-Term Performance Plan on the date that payouts are made under such Plan to other senior executives of the Company.

(b) On-Going Equity Incentives. During the Term of Employment, the Executive shall be entitled to participate in the Company’s Long-Term Incentive Compensation Plan (or any successor plan thereto) on the same basis as, and upon the terms and conditions applicable to, other senior executives of the Company, but consistent with the Executive’s pay and position.

7. Other Benefits.

(a) Executive Compensation Plans. During the Term of Employment, the Executive shall be entitled to participate in all compensation plans and programs that are, from time to time, made generally available to senior executives of the Company, including, without limitation, the Executive Deferred Compensation Plan. Nothing in this Agreement shall require the Company to maintain or shall prevent the Company from amending or terminating any compensation plans or programs from time to time as the Company, in its sole discretion, deems appropriate.

(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, savings 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. The Executive shall be entitled to post-retirement welfare benefits on the same basis as other similarly situated senior executives of the Company. Nothing in this Agreement shall require the Company to maintain or shall prevent the Company from amending or terminating any employee benefit plans or programs from time to time as the Company, in its sole discretion, deems appropriate.

(c) Expenses. The Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities hereunder and the Company shall promptly reimburse him for all such expenses, subject to documentation in accordance with reasonable policies of the Company. The Company shall promptly reimburse the Executive for all reasonable professional fees (including, without limitation, attorneys’ fees and other charges of counsel) incurred by him in connection with the negotiation and documentation of these employment arrangements, up to a maximum of $10,000, grossed up for taxes. In the event of any dispute between the Company and the Executive during or after termination of the Executive’s employment, the Company will pay all of the Executive’s reasonable professional fees, costs and expenses of such dispute if the Executive prevails.

(d) Benefits and Perquisites. During the Term of Employment, the Executive shall participate in all benefits and perquisites available to senior executives or other employees of the Company at the most favorable levels and terms and conditions for each such benefit and perquisite.

(e) Vacation. The Executive shall be entitled to five weeks paid vacation per year.

8. Termination of Employment.

(a) Termination Due to Death. In the event that the Executive’s employment hereunder is terminated due to his death, his estate or his beneficiaries (as the case may be) shall be entitled to:

(i) Base Salary through the end of the month in which his death occurs;

(ii) a Pro-Rata annual incentive award for the fiscal year in which his death occurs, based on the target bonus opportunity for the year of death, payable in a lump sum promptly following his death, regardless of the Executive’s and Company’s performance during such fiscal year;

(iii) the continued right to exercise each outstanding stock option for the lesser of (A) 12 months or (B) the remainder of the original term, all such options to become fully exercisable as of the date of his death;

(iv) any outstanding shares from any of his restricted stock awards shall vest as of the date of his death.

(v) immediate vesting in the Company’s Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan (including the supplemental executive retirement plan (“SERP”) and deferred compensation plans, or the cash equivalent thereof, provided that notwithstanding anything in the Employment Agreement to the contrary, the amount of the Executive’s SERP benefit (f.k.a. Supplemental Pension benefit) shall be frozen as of September 30, 2005 and the Executive shall cease to accrue a SERP benefit (f.k.a. Supplemental Pension benefit) after such date;

(vi) Pro-Rata Long-Term Incentive Plan payouts, payable in a lump sum, if earned, promptly following the end of the performance periods; and

(vii) the benefits described in Section 8(h)(i).

(b) Termination Due to Disability. In the event that the Executive’s employment hereunder is terminated due to Disability, he shall be entitled to the following:

(i) Periodic disability payments in accordance with the Company’s Long-Term Disability Plan (provided that the Executive is and continues to be disabled as defined under that plan);

(ii) Base Salary through the end of the month in which the Termination Date occurs;

(iii) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates, based on his target bonus opportunity for the year of termination, payable in a lump sum promptly following the Termination Date, regardless of the Executive’s and Company’s performance during such fiscal year;

(iv) the continued right to exercise each outstanding stock option for the lesser of (A) 12 months or (B) the remainder of the original term, all such options to become fully exercisable as of the Termination Date;

(v) any outstanding shares from any of his restricted stock awards shall vest as of the Termination Date.

(vi) Pro-Rata Long-Term Incentive Plan payouts, payable in a lump sum, if earned, promptly following the end of the performance periods;

(vii) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he was participating on the date on which his employment terminates, on terms and conditions that are no less favorable to him than those that applied on such date, and with COBRA benefits commencing thereafter; provided that the Company’s obligation under this Section 8(b)(v) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer;

(viii) immediate vesting in the Company’s Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan (including the SERP) and deferred compensation plans, or the cash equivalent thereof, provided that notwithstanding anything in the Employment Agreement to the contrary, the amount of the Executive’s SERP benefit (f.k.a. Supplemental Pension benefit) shall be frozen as of September 30, 2005 and the Executive shall cease to accrue a SERP benefit (f.k.a. Supplemental Pension benefit) after such date; and

(ix) the benefits described in Section 8(h)(i).

No termination of the Executive’s employment for Disability shall be effective until the Company first gives 15 days written notice of such termination to the Executive.

(c) Termination by the Company for Cause.

(i) No termination of the Executive’s employment hereunder by the Company for Cause shall be effective unless the provisions of this Section 8(c)(i) shall have been complied with. The Executive shall be given written notice by the Board of the intention to terminate him for Cause, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive shall have 15 days after receiving such notice in which to cure such grounds, to the extent such cure is possible. If he fails to cure such grounds, the Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within 20 days of his receiving such notice, provided that he requests such hearing within 15 days of receiving such notice. If, within five days following such hearing, the Board gives written notice to the Executive confirming that, in the judgment of at least two-thirds of the members of the Board, Cause for terminating his employment on the basis set forth in the original notice exists, his employment hereunder shall thereupon be terminated for Cause, subject to de novo review, at the Executive’s election, through arbitration in accordance with Section 14.

(ii) In the event that the Executive’s employment hereunder is terminated by the Company for Cause in accordance with Section 8(c)(i), he shall be entitled to:

(A) the lesser of (I) 30 days or (II) the remainder of the original term to exercise any stock option that is vested and exercisable on the Termination Date. All stock options which are not vested and exercisable as of the Termination Date will be forfeited, and all unvested restricted stock which is outstanding as of the Termination Date, will be forfeited; and

(B) the benefits described in Section 8(h)(i).

(d) Termination Without Cause. In the event that the Executive’s employme