Exhibit 10.9
EIGHTH AMENDMENT TO RETIREMENT AGREEMENT
This Eighth Amendment to the Key Executive Retirement Plan -- Level II
Agreement dated November 14, 1985 (the "Retirement Agreement") between Robert
Half International Inc. (formerly Boothe Financial Corporation), a Delaware
corporation, ("Corporation") and Harold M. Messmer, Jr. ("Messmer") is
entered into as of November 3, 1995.
1. The Retirement Agreement is hereby amended as follows:
(a) Section 1(g) is amended by deleting all language beginning with
"(i) the annuity" and ending with "amended or (iii)".
(b) The first sentence of Section 1(g) is amended by inserting
"subsequent to November 1, 1995" at the end thereof.
(c) Section 2(b)(i) is amended by adding the following at the end
thereof:
"; and, provided further, that if Participant's Designated Beneficiary
at the time of his death is his wife, then after the aforesaid total of 180
monthly payments have been made, she shall continue to receive thereafter
monthly payments in an amount equal to 50% of the benefit until (a) her
death, if she is the person who was Participant's wife at the time of
execution of the Eighth Amendment to Retirement Agreement, or (b) the earlier
of her death or July 31, 2031, if she was not his wife as of the date of
execution of the Eighth Amendment to Retirement Agreement"
(d) Section 5 is amended to read in its entirety as follows:
If, as a result of a Change in Control, the increase in benefits
resulting therefrom causes Participant to incur an excise tax obligation
pursuant to Section 4999 of the Internal Revenue Code, then the Company shall
reimburse Participant for such excise tax and for any additional income or
excise taxes resulting from such reimbursement, such that there is no net
reduction in benefits to Participant due to Section 4999. For purposes of the
foregoing sentence, the excise tax resulting from the increase in benefits
shall be deemed to be the excess of the excise tax imposed by such Section
4999 over the excise tax that would have been imposed by such Section 4999,
if any,
had there been no increase in benefits hereunder as a result of the Change in
Control.
(e) The first sentence of Section 7(a) is amended by deleting "of the
Internal Revenue Service's model rabbi trust set forth in Revenue Procedure
92-64" and inserting "attached hereto" in its place.
(f) The third sentence of Section 7(a) is amended by deleting "three
year".
(g) The first sentence of Section 7(b) is amended by deleting "first
day of the fourth month" and inserting "last day of the third month" in its
place.
(h) The first sentence of Section 7(b) is amended by deleting
"beneficiaries" and inserting "Designated Beneficiary" in its place.
(i) The sentence in Section 7(b) beginning "In addition," is amended by
deleting "on substantially such terms and conditions".
(j) Section 7(c), reading as follows, is added:
"(c) For purposes of Sections 7(a) and 7(b), the current actuarial
value of the Company's obligations, as specified therein, shall equal the
"single premium required" to purchase for the Participant a nonqualified
annuity from an insurance company rated AAA by both Moody's and Standard &
Poor's to cover such obligations. The Company shall solicit bids from at
least three insurance carriers meeting the ratings requirement specified
herein, and the average of the single premium bids obtained shall be the
"single premium required"."
2. In all other respects, the Retirement Agreement is ratified and
confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on
November 10, 1995.
ROBERT HALF INTERNATIONAL INC.
By M. KEITH WADDELL
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M. Keith Waddell
Senior Vice President
and Chief Financial Officer
HAROLD M. MESSMER, JR.
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Harold M. Messmer, Jr.
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