EXHIBIT 10.15
ROBERT HALF INTERNATIONAL INC.
1993 INCENTIVE PLAN
1. PURPOSES. The principal purposes of the Robert Half
International Inc. 1993 Incentive Plan (the "Plan") are: (a) to improve
individual employee performance by providing long-term incentives and rewards to
key employees of the Company, (b) to assist the Company in attracting, retaining
and motivating key employees with experience and ability, and (c) to align the
interests of such employees with those of the Company's stockholders.
2. DEFINITIONS. Unless the context clearly indicates otherwise, the
following terms, when used in this Plan, shall have the meanings set forth
below:
(a) "Administrator" means a committee of the Board of Directors of
the Company, the composition and the size of which shall cause such
Administrator to be "disinterested" within the meaning of the General Rules and
Regulations promulgated pursuant to Section 16 of the Exchange Act. Unless
otherwise determined by the Board of Directors, the Administrator shall be the
Compensation Committee of the Board of Directors.
(b) "Board" means the Board of Directors of the Company.
(c) "Change in Control" means the occurrence of any of the following:
(i) A Schedule 13D or 13G is filed pursuant to the Exchange Act
indicating that any person or group (as such terms are defined in Section
13(d)(3) of the Exchange Act) has become the holder of more than forty percent
(40%) of the outstanding Voting Shares. For purposes of calculating the
percentage of Voting Shares, such person or group, but no other person or group,
shall be deemed the owner of any Voting Shares which such person or group may
acquire upon conversion of securities or upon the exercise of options, warrants
or rights.
(ii) As a result of or in connection with any cash tender offer,
merger, or other business combination, sale of assets or contested election, or
combination of the foregoing, the persons who were directors of the Company just
prior to such event shall cease within one year to constitute a majority of the
Board.
(iii) The Company's stockholders approve a definitive agreement
providing for a transaction in which
the Company will cease to be an independent publicly-owned corporation.
(iv) The stockholders of the Company approve a definitive
agreement (i) to merge or consolidate the Company with or into another
corporation in which the holders of the Stock immediately before such merger or
reorganization will not, immediately following such merger or reorganization,
hold as a group on a fully-diluted basis both the ability to elect at least a
majority of the directors of the surviving corporation and at least a majority
in value of the surviving corporation's outstanding equity securities, or (ii)
to sell or otherwise dispose of all or substantially all of the assets of the
Company.
(v) An Offer is made by a person or group (as such terms are
defined in Section 13(d)(3) of the Exchange Act) and such Offer has resulted in
such person or group holding an aggregate of forty percent (40%) or more of the
outstanding Voting Shares. For purposes of this Section 1(c)(v), Voting Shares
held by such person or group shall be calculated in accordance with the last
sentence of Section 1(c)(i) hereof.
(d) "Common Stock" or "Stock" means Robert Half International Inc.
Common Stock, par value $1.00 per share.
(e) "Company" means Robert Half International Inc., its divisions and
direct and indirect subsidiaries.
(f) "Continuous Employment" means employment with the Company or any
Subsidiary without any termination or leave of absence, except for a leave of
absence approved by the Company or any Subsidiary which is less than six
consecutive months in duration.
(g) "Disability" or "Disabled" shall mean (i) a physical or mental
condition which, in the judgment of the Administrator based on competent medical
evidence satisfactory to the Administrator (including, if required by the
Administrator, medical evidence obtained by an examination conducted by a
physician selected by the Administrator), renders Holder unable to engage in any
substantial gainful activity for the Company and which condition is likely to
result in death or to be of long, continued and indefinite duration, or (ii) a
judicial declaration of incompetence.
(h) "Eligible Employee" means an employee of the Company or any
Subsidiary (including an employee who is a director and/or officer) who, as
determined by the Administrator in its sole discretion, has and exercises
management functions and responsibilities.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(j) "Fair Market Value" means the closing sales price on the New York
Stock Exchange or the NASDAQ National Market System, as the case may be, on the
date the value is to be determined as reported in THE WALL STREET JOURNAL
(Western Edition). If there are no trades on such date, the closing price on
the latest preceding business day upon which trades occurred shall be the Fair
Market Value. If the Stock is not listed in the New York Stock Exchange or
quoted on the NASDAQ National Market System, the Fair Market Value shall be
determined in good faith by the Administrator.
(k) "Grant" shall mean an Option or a Restricted Stock Award.
(l) "Grant Date" means the date a Grant is made under the Plan.
(m) "Holder" means the recipient of a Grant pursuant to this Plan.
(n) "Issue Date" means the date on which shares of Stock subject to a
Restricted Stock Award are issued or transferred by the Company to the account
of an Eligible Employee who has received such grant.
(o) "Minimum Withholding Taxes" means any applicable federal, state
and local income and other employment taxes which the Company is required to
withhold in connection with (i) the lapse of restrictions on Stock subject to a
Restricted Stock Award, (ii) the exercise of an Option, or (iii) the making of
an election under Section 83(b) of the Internal Revenue Code with respect to a
Restricted Stock Award.
(p) "Offer" means a tender offer or an exchange offer for the
Company's Stock.
(q) "Option" or "Stock Option" means a right granted under the Plan
to a Holder to purchase shares of Common Stock at a fixed price for a specified
period of time.
(r) "Option Price" means the price at which a share of Common Stock
covered by an Option granted hereunder may be purchased.
(s) "Optionee" means an Eligible Employee who has received a Stock
Option granted under the Plan.
(t) "Restricted Stock Award" means a grant described in Section 6 of
the Plan.
(u) "Securities Act" means the Securities Act of 1933, as amended.
(v) "Subsidiary" means a "subsidiary" corporation as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended.
(w) "Vested" means that portion of a Grant with respect to which the
Vesting Date has arrived or passed.
(x) "Vesting Date" means the date specified in Section 5 or 6 hereof,
as the case may be, or such other date as shall be established by the
Administrator or otherwise on the Grant Date or thereafter.
(y) "Voting Shares" means the outstanding shares of the Company
entitled to vote for the election of Directors.
3. STOCK AVAILABLE. The number of shares of Stock for which Grants
may be made during any calendar year shall be that number which is equal to 1.5%
of the number of issued and outstanding shares of Common Stock of the Company
(excluding treasury shares) as of January 1 of such year (January 1, 1993, in
the case of the first year). Any shares of Common Stock covered by Options
which have terminated or expired prior to exercise or have been cancelled
without value shall not be counted against the annual limit and shall be
available for further grants hereunder and shares constituting the portion of a
Restricted Stock Award that is forfeited before any dividends are paid upon such
forfeited shares shall not be counted against the annual limit and shall be
available for further grants hereunder. The foregoing number of shares
available for Grants shall be subject to any adjustments which may be made
pursuant to Section 12 hereof. Shares of Stock used for Options may be either
shares of authorized but unissued Common Stock or treasury shares or both.
Shares of Stock used for Restricted Stock Awards shall be treasury shares to the
extent that treasury shares are available, and, if no treasury shares are
available, Restricted Stock Awards shall be authorized but unissued Common
Stock.
4. PARTICIPANTS. From time to time the Administrator shall, in its
sole discretion, but subject to all of the provisions of the Plan, determine
which Eligible Employees will be given Grants under the Plan, the number of
Options or shares of Restricted Stock to be granted to each such Eligible
Employee and the terms, conditions and restrictions of each such Grant. In
making such
determinations, the Administrator shall take into account the nature of services
rendered and to be rendered by the respective recipients, their present and
potential contribution to the Company's success and such other factors as the
Administrator in its discretion deems relevant to the accomplishment of the
purposes of the Plan. In any year, the Administrator may approve Options to
Eligible Employees subject to differing terms and conditions and Restricted
Stock Awards to Eligible Employees subject to differing terms and conditions.
During any calendar year, the number of shares of Stock with respect to which
Options are granted to any one individual may not exceed 75% of the number of
shares of Stock available for Grants during 1994.
5. OPTIONS. Each Option granted hereunder shall be in writing and
shall contain such terms and conditions as the Administrator may determine,
subject to the following:
(a) PRICE. The Option Price shall be not less than 85% of the Fair
Market Value of Common Stock on the Grant Date.
(b) TERM AND EXERCISE. Options granted hereunder shall have a term
of no longer than ten years from the Grant Date. An Option may be exercised
only as to those portions of the Option that have Vested. Stock Options must be
exercised for full shares of Common Stock.
(c) INCENTIVE STOCK OPTIONS. No Option granted hereunder shall be
deemed an Incentive Stock Option (as such term is defined in the Internal
Revenue Code) unless (a) such Option is designated as an Incentive Stock Option
at the time of grant by the Administrator and (b) such Option otherwise meets
the requirements for Incentive Stock Options specified in the Internal Revenue
Code. However, no Option designated as an Incentive Stock Option shall contain
any restrictions upon the ability of the Holder to dispose of Stock acquired
upon the exercise thereof other than as provided elsewhere in this Plan. During
the life of the Plan, the total number of shares for which Incentive Stock
Options may be granted may not exceed ten times the number of shares available
for Grants under the Plan during the first calendar year in which the Plan is in
effect.
(d) VESTING. Unless otherwise determined by the Administrator on the
Grant Date, each Option shall Vest as to twenty-five percent (25%) of the Stock
covered by such Option on each of the first through fourth anniversaries of the
Grant Date. Notwithstanding the foregoing, the Administrator may accelerate
Vesting, in whole or in part, under such terms and conditions as the
Administrator deems appropriate.
(e) EXERCISE OF OPTION. To exercise an Option, the Holder shall give
written notice of exercise to the Company, specifying the number of shares of
Common Stock to be purchased and identifying the specific Options that are being
exercised. From time to time the Administrator may establish procedures
relating to such exercises. An Option is exercisable during a Holder's lifetime
only by the Holder or, with respect to options that are not designated as
Incentive Stock Options, under such other circumstances as may be permitted by
Rule 16b-3, or any successor rule, under the Exchange Act and all
interpretations of the staff of the Securities and Exchange Commission
thereunder.
(f) PAYMENT OF OPTION PRICE. The purchase price for Options being
exercised must be paid in full at time of exercise. Payment shall be, at the
option of the holder at the time of exercise, by any combination of cash, check
or delivery of shares of Common Stock that have been owned by Holder for at
least six months. If all or a portion of the purchase price is paid by delivery
of shares, the shares shall be valued at the Fair Market Value of such shares on
the date of exercise. In addition, the Administrator may, in its discretion,
authorize payment of the Option Price and of Minimum Withholding Taxes by (i)
full recourse promissory note (secured or unsecured), payable on such terms and
bearing such interest as the Administrator may determine or (ii) delivery (on a
form acceptable to the Administrator) of an irrevocable direction to a
securities broker to sell shares of Common Stock and to deliver part of the
sales proceeds to the Company in payment of the full exercise price and Minimum
Withholding Taxes and receipt of written confirmation from the securities broker
of receipt of such irrevocable direction, the number of shares sold, the price
at which sold and the date of sale.
(g) NONTRANSFERABILITY OF OPTIONS. Options are not transferable
except by will, by the laws of descent and distribution, or, with respect to
options that are not designated as Incentive Stock Options, pursuant to a
qualified domestic relations order or under such other circumstances as may be
permitted by Rule 16b-3, or any successor rule, under the Exchange Act and all
interpretations of the staff of the Securities and Exchange Commission
thereunder.
(h) DISPOSITION OF ACQUIRED STOCK. No share of Stock acquired upon
the exercise of an Option may be sold, assigned, pledged, transferred or
otherwise conveyed in any manner until six months after the Grant Date for such
Option.
6. RESTRICTED STOCK AWARDS. Each Restricted Stock Award made under
the Plan shall contain the following terms, conditions and restrictions and such
additional
terms, conditions and restrictions as may be determined by the Administrator at
the time of grant.
(a) RIGHTS WITH RESPECT TO SHARES OF STOCK. Upon written acceptance
by the Eligible Employee of restrictions and other terms and conditions
described in the Plan and in the instrument evidencing such Restricted Stock
Award, the Eligible Employee shall be a Holder, and the Company shall cause to
be issued or transferred to the name of the Holder a certificate or certificates
for the number of shares of Stock granted. From and after the Issue Date, the
Holder shall have absolute ownership of such shares of Stock, including the
right to vote and to receive dividends thereon, subject to the terms, conditions
and restrictions described in the Plan and in the instrument evidencing the
grant of such Restricted Stock Award.
(b) RESTRICTIONS ON TRANSFER. Shares covered by a Restricted Stock
Award may not be sold, assigned, pledged, transferred or otherwise conveyed in
any manner until the later of (i) the Vesting Date for such shares and (ii) six
months after the Grant Date for such shares.
(c) VESTING. Unless otherwise determined by the Administrator on the
Grant Date, each Restricted Stock Award shall Vest as to twenty-five percent
(25%) of the Stock covered by such grant on each of the first through fourth
Vesting Dates which occur following the related Grant Date of such Restricted
Stock Award. Notwithstanding the foregoing, the Administrator may accelerate
the lapsing of restrictions on a Restricted Stock Award, in whole or in part
under such terms and conditions as the Administrator deems appropriate.
(d) AUTOMATIC VESTING IN SPECIAL CIRCUMSTANCES. Any provisions
herein to the contrary notwithstanding, a Restricted Stock Award shall
automatically become Vested upon (a) the Death or Disability of the Holder or
(b) the occurrence of a Change in Control.
(e) AGREEMENT BY HOLDER REGARDING WITHHOLDING TAXES. Each Holder
granted a Restricted Stock Award shall represent in writing that such Holder
acknowledges that, with respect to each Restricted Stock Award held by such
Holder, (i) Minimum Withholding Taxes shall be due with respect to shares of
Stock covered by such award, (ii) payment of Minimum Withholding Taxes to the
Company is the responsibility of Holder and (iii) payment of such Minimum
Withholding Taxes may require a significant cash outlay by Holder.
(f) ELECTION TO RECOGNIZE GROSS INCOME IN THE YEAR OF GRANT. If any
Holder properly elects within thirty (30) days of the Grant Date to include in
gross income for
federal income tax purposes an amount equal to the fair market value of the
shares of Stock on the Grant Date, such Holder shall pay in cash to the Company
in the calendar month of such Grant Date, or make arrangements satisfactory to
the Administrator to pay to the Company, any Minimum Withholding Taxes required
to be withheld with respect to such shares.
(g) CONSIDERATION. Recipients of Restricted Stock Awards made in
treasury shares shall not be required to pay any consideration to the Company.
Recipients of Restricted Stock Awards made in the form of previously unissued
shares shall be required to pay such minimum consideration, if any, as may be
required by applicable law. The Administrator shall determine the form of
consideration at the time of the award, which may include services rendered
prior to the award.
7. WITHHOLDING TAXES. In order to enable the Company to meet any
applicable foreign, federal (including FICA), state and local withholding tax
requirements, a Holder shall be required to pay the Minimum Withholding Taxes.
No share of stock will be delivered to any Holder until Minimum Withholding
Taxes have been paid. At the option of the Holder, withholding taxes may be
paid by reduction in the number of shares deliverable to Holder (in the case of
an Option) or by surrendering a portion of the Restricted Stock Award to the
Company (in either case "Share Reduction"); provided, however, that Share
Reduction may not be used within six months of the Grant Date. If withholding
taxes are paid by Share Reduction, such shares shall be valued at the Fair
Market Value as of the date of exercise or vesting. A Holder may elect to have
additional shares withheld above the amount required to satisfy Minimum
Withholding Taxes. However, total Share Reduction may not exceed the total
taxes that Holder will have to pay (assuming Federal and state taxes are imposed
at his marginal rate) by reason of the exercise or vesting. In the event that
Minimum Withholding Taxes are not paid by Holder, to the extent permitted by law
the Company shall have the right, but not the obligation, to cause such
withholding taxes to be satisfied by Share Reduction or by offsetting such
withholding taxes against amounts otherwise due from the Company to the Holder.
8. RESTRICTIVE LEGENDS; TRANSFER RESTRICTIONS; CUSTODY. So long as
any restrictions or obligations imposed pursuant hereto shall apply to a share
of Stock (including, but not limited to, the restrictions or obligations imposed
pursuant to Sections 5(f), 5(h), 6(b), 6(e), 6(f) and 7 hereof), each
certificate evidencing such share shall bear an appropriate legend referring to
the terms, conditions and restrictions. In addition, the Company may instruct
its transfer agent that shares of Stock evidenced by such
certificates may not be transferred without the written consent of the Company.
Any attempt to dispose of such shares of Stock in contravention of such terms,
conditions and restrictions shall be invalid. Certificates representing shares
that have not Vested or with respect to which Minimum Withholding Taxes have not
been paid will be held in custody by the Company or such bank or other
institution designated by the Administrator.
9. TERMINATION OF CONTINUOUS EMPLOYMENT. If the Holder's Continuous
Employment with the Company or any Subsidiary shall terminate for any reason,
then, with respect to any portion of a Grant that has not Vested prior to or
concurrently with such termination (a) in the case of an Option, all rights to
such portion that has not Vested shall terminate and (b) in the case of a
Restricted Stock Award, all rights to the shares covered by any portion thereof
that has not Vested shall be forfeited; provided, however, that the
Administrator, in its sole discretion within ninety (90) days of such
termination of Continuous Employment, may notify the Holder in writing that the
Holder's rights in such portion that has not Vested will not terminate or be
forfeited and that the Holder shall continue to be the owner thereof, subject to
such continuing restrictions as the Administrator may prescribe in such notice.
Options then held by the Holder which are Vested at the date of termination
shall continue to be exercisable by the Holder, or, if applicable, Holder's
estate, until the earlier of 90 days after such date or the expiration of such
Options in accordance with their terms. Notwithstanding the foregoing, (i) the
Administrator may in its sole discretion extend the period during which an
Option may be exercised following termination of employment at any time,
provided that any such extension does not exceed the Option's normal termination
date, and (ii) if exercise of an Option during the 90-day period described in
the previous sentence would subject the Holder to liability under Section 16 of
the Exchange Act, such Option shall be exercisable until the earliest of (a) its
normal termination date and (b) seven months after the last transaction in
Common Stock by the Holder prior to termination.
10. ADMINISTRATION. The Plan shall be administered by the
Administrator, which shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements, guidelines
and instruments for the administration of the Plan as the Administrator deems
necessary or advisable. The Administrator's powers include, but are not limited
to (subject to the specific limitations described herein), authority to
determine the employees who shall receive Grants under the Plan, determine the
size and applicable terms and conditions of Grants to be made to such employees,
determine the time when Grants will be made and authorize Grants to Eligible
Employees.
The Administrator's interpretations of the Plan, and all actions taken
and determinations made by the Administrator concerning any matter arising under
or with respect to the Plan or any Grants hereunder, shall be final, binding and
conclusive on all interested parties. The Administrator may delegate
ministerial functions hereunder, such delegation to be subject to such terms and
conditions as the Administrator in its discretion shall determine. The
Administrator may as to all questions of accounting rely conclusively upon any
determinations made by the independent public accountants of the Company.
11. COMPLIANCE WITH SECURITIES LAWS. No Option may be exercised and
no Stock may be issued pursuant to an Option or transferred pursuant to a
Restricted Stock Award unless the Administrator shall determine that such
exercise, issuance or transfer complies with all relevant provisions of law,
including, without limitation, the Securities Act, the Exchange Act, applicable
state securities laws, and rules and regulations promulgated under each of the
foregoing, and the requirements of any stock exchange upon which the Stock may
then be listed or quotation system upon which the Stock may be quoted, and shall
be further subject to the approval of counsel for the Company with respect to
such compliance. If the Stock subject to this Plan is not registered under the
Securities Act and under applicable state securities laws, the Administrator may
require that the Holder deliver to the Company such documents as counsel for the
Company may determine are necessary or advisable in order to substantiate
compliance with applicable securities laws and the rules and regulations
promulgated thereunder.
12. ADJUSTMENT FOR CHANGE IN STOCK SUBJECT TO PLAN. In the event of
any change in the outstanding shares of Common Stock by reason of any stock
split, stock dividend, recapitalization, merger, consolidation, combination,
spin-off or exchange of shares or other similar corporate change, appropriate
adjustments shall be made by the Administrator in the number of shares of Stock
subject to this Plan, the number of shares of Stock covered by each Grant and,
in the case of Options, the Option Price of such Option. Any such adjustment
shall be determined by the Administrator in its sole discretion, which
determination shall be conclusive and binding for all purposes of the Plan. Any
new or additional Stock to which a Holder of a Restricted Stock Award may be
entitled shall be subject to all the terms and conditions set forth in Section 6
of this Plan. If fractional shares become due to any Holder as a result of any
adjustment, the Company may, at its option, pay cash in lieu thereof.
13. NO RIGHTS TO GRANTS OR EMPLOYMENT. No employee or other person
shall have any claim or right to a Grant under the Plan. Receipt of a Grant
under the Plan shall not give an employee any rights to receive any other Grant
under the Plan. Neither the Plan nor any action taken hereunder shall be
construed as giving any employee any right to be retained in the employ of the
Company or any Subsidiary.
14. RIGHTS AS SHAREHOLDER. A Holder under the Plan shall have no
rights as a holder of Common Stock with respect to Options granted hereunder,
unless and until certificates for shares of Common Stock are issued to such
Holder.
15. PLAN UNFUNDED. The Plan shall be unfunded. Except for reserving
a sufficient number of authorized shares to the extent required by law to meet
the requirements of the Plan, the Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to assure
the payment of any grant under the Plan.
16. NO ASSIGNMENT. Except as specifically provided by law (including
the laws of descent and distribution) and elsewhere herein, no right or benefit
under, or interest in, the Plan shall be subject to assignment, and no such
right, benefit or interest shall be subject to attachment or legal process for
or against Holder or his or her beneficiaries, as the case may be.
17. GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.
18. INDEMNIFICATION OF ADMINISTRATOR. Members of the group
constituting the Administrator shall be indemnified for actions with respect to
the Plan to the fullest extent permitted by the Certificate of Incorporation, as
amended, and the By-laws of the Company and by the terms of any indemnification
agreement that has been or shall be entered into from time to time between the
Company and any such persons.
19. HEADINGS. The headings used in this Plan are for convenience
only, and shall not be used to construe the terms and conditions of the Plan.
20. AMENDMENT. The Administrator may, at any time, amend, suspend or
terminate the Plan, in whole or in part, provided that no such action shall
adversely affect any rights or obligations with respect to any Grants
theretofore made hereunder. The Administrator may amend or cancel the terms and
conditions of any outstanding Grant, determine whether cash will be paid or
Grants will be made
in replacement of, or as alternatives to, outstanding Grants or grants under any
other incentive compensation plan; provided, however, that no such change shall
be adverse to the Holder thereof without such Holder's consent.
21. EFFECTIVE DATE, TERMINATION. This Plan shall become effective
upon approval by the stockholders of the Company, and shall remain in effect
until terminated by the Board of Directors or Administrator.