EXHIBIT 10.12
OUTSIDE DIRECTORS' OPTION PLAN
OF
ROBERT HALF INTERNATIONAL INC.
1. DEFINITIONS. As used in this Plan, the following terms have the
following meanings:
1.1. ADMINISTRATOR means the Board or a committee appointed by the
Board.
1.2. AFFILIATE means a "parent" or "subsidiary" corporation, as
defined in Sections 425(e) and 425(f), respectively, of the Code.
1.3. ANNUAL ORGANIZATIONAL MEETING means the first meeting of the
Board after the annual meeting of the Company's stockholders.
1.4. BOARD means the Board of Directors of the Company.
1.5. CHANGE IN CONTROL. A Change in Control means any of the
following events:
1.5.1. SCHEDULE 13D OR 13G FILING. 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.
1.5.2. CERTAIN CHANGES IN DIRECTORATE. 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.
1.5.3. GOING PRIVATE. 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.
1.5.4. CERTAIN CORPORATE TRANSACTIONS. 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 Voting
Shares 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.
1.5.5. TENDER OR EXCHANGE OFFER. 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 1.5.5, Voting Shares held by such person or
group shall be calculated in accordance with the last sentence of Section
1.5.1 hereof.
1.6. CODE means the Internal Revenue Code of 1986, as amended.
1.7. COMPANY means Robert Half International Inc.
1.8. DIRECTOR means a member of the Board.
1.9. ELIGIBLE DIRECTOR means a Director who is not also an employee
of the Company or an Affiliate.
1.10. EXCHANGE ACT means the Securities Exchange Act of 1934,
as amended.
1.11. GRANT DATE means the date on which an Option is granted.
1.12. OFFER means a tender offer or an exchange offer for
shares of the Company's Stock.
1.13. OPTION means an option to purchase Stock as described in
Section 5.1 hereof. An Option granted under this Plan is a nonstatutory
option to purchase Stock which
does not meet the requirements set forth in Section 422A of the Code.
1.14. OPTION AGREEMENT means a written agreement evidencing an
Option, in form satisfactory to the Company, duly executed on behalf of the
Company and delivered to and executed by an Optionee.
1.15. OPTIONEE means an Eligible Director who has been granted
an Option.
1.16. PLAN means the Outside Directors' Option Plan.
1.17. SECURITIES ACT means the Securities Act of 1933, as
amended.
1.18. STOCK means the Common Stock, $.001 par value, of the
Company.
1.19. STOCK PURCHASE AGREEMENT means a written agreement, in
form satisfactory to the Company, duly executed by the Company and an
Optionee who has exercised an Option to purchase Stock.
1.20. TERMINATION DATE means the date on which an Optionee
ceases to be a Director of the Company.
1.21. VESTING DATE means, with respect to each calendar year,
the last day of the month in which the Annual Organization Meeting is held;
provided, however, that the "Vesting Date" with respect to a particular
Option shall not include the last day of the month in which such Option is
granted.
1.22. VOTING SHARES means the outstanding shares of the Company
entitled to vote for the election of directors.
2. PURPOSES OF THE PLAN. The purposes of the Plan are to attract and
retain the best available candidates for the Board, to provide additional
equity incentives to Eligible Directors through their participation in the
growth value of the Stock, and to promote the success of the Company's
business. To accomplish the foregoing objectives, this Plan provides a means
whereby Eligible Directors will receive Options to purchase Stock.
3. STOCK SUBJECT TO THE PLAN. The maximum number of shares of Stock
that may be issued upon the exercise of Options is 200,000. The shares of
Stock covered by the portion of any Option that expires or otherwise
terminates unexercised under this Plan shall become available again for
grant. The number of shares of Stock covered by Options is subject to
adjustment in accordance with Section 5.8.
4. ADMINISTRATION. The Administrator shall have the authority to
grant Options upon the terms and conditions of this Plan, and to determine
all other matters relating to this Plan. The Administrator may delegate
ministerial duties to such employees of the Company as it deems proper. All
questions of interpretation, implementation and application of this Plan
shall be determined by the Administrator, and such determinations shall be
final and binding on all persons.
5. TERMS AND CONDITIONS OF OPTIONS.
5.1. GRANT OF OPTION. Options shall be granted pursuant to this
Plan as follows:
5.1.1. GRANT ON EFFECTIVE DATE. Upon the effective date of
this Plan, an Option for 5,000 shares of Stock shall be granted to each
Eligible Director who shall not previously have been granted an option by the
Company for the purchase of shares of Stock.
5.1.2. SUBSEQUENT GRANTS. On the date of each Annual
Organizational Meeting subsequent to the effective date of this Plan, an
Option shall be granted to each Eligible Director. With respect to any
Eligible Director who, prior to such date, shall not have been granted an
option by the Company, whether pursuant to this Plan or any other plan or
arrangement with the Company, the Option shall be for 5,000 shares of Stock.
Otherwise, the Option shall be for 4,000 shares of Stock.
5.2. EXERCISE PRICE. The exercise price of an Option shall be 100%
of the value of the Stock on the Grant Date, determined in accordance with
Section 6 hereof.
5.3. OPTION TERM. Each Option granted under this Plan shall expire
ten (10) years from the Grant Date.
5.4. OPTION EXERCISE.
5.4.1. INITIAL EXERCISE. No Option may be exercised in
whole or in part until the later to occur of (i) the first Vesting Date
following the Grant Date of such
Option and (ii) six months after the Grant Date of such Option.
5.4.2. STOCKHOLDER APPROVAL. If stockholder approval of
this Plan is required (a) under the rules and regulations promulgated under
Section 16 of the Exchange Act in order to exempt any transaction
contemplated by this Plan from Section 16(b) of the Exchange Act, or (b) by
the rules of the New York Stock Exchange, if the Company's securities are
listed thereon, or (c) by the rules of the National Association of Securities
Dealers automated quotation system ("NASDAQ"), National Market System, if the
Company's securities are quoted thereon, then no Option may be exercised in
whole or in part until the stockholders of the Company have approved this
Plan.
5.4.3. COMPLIANCE WITH SECURITIES LAWS. Stock shall not be
issued pursuant to the exercise of an Option unless the exercise of the
Option and the issuance and delivery of Stock pursuant thereto shall comply
with all relevant provisions of law, including, without limitation, the
Securities Act, the Exchange Act, applicable state securities laws, the rules
and regulations promulgated under each of the foregoing, the requirements of
the New York Stock Exchange (if the Company's securities are listed thereon)
and the requirements of NASDAQ pertaining to the National Market System (if
the Company's securities are quoted thereon), and shall be further subject to
the approval of counsel for the Company with respect to such compliance.
5.5. REGISTRATION AND RESALE. 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 Participant 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.
5.6. VESTING SCHEDULE. An Optionee's right to exercise an Option
shall vest, as to twenty-five percent (25%) of the Stock (as adjusted,
pursuant to Section 5.8.1 hereof, if applicable) initially subject to the
Option, on each of the first through fourth Vesting Dates following the Grant
Date.
5.7. PAYMENT UPON EXERCISE. At the time written notice of exercise
of an Option is given to the Company, the Optionee shall make payment in
full, in cash or check or by one of the methods specified in Section 5.7.1 or
Section 5.7.2 below, for all Stock purchased pursuant to the exercise of such
Option. Proceeds of any such payment shall constitute general funds of the
Company.
5.7.1. PROMISSORY NOTE. An Option may be exercised by
delivery of the Optionee's full recourse promissory note for any portion or
all of the aggregate exercise price of the Stock as to which the Option is
being exercised. Such note shall (a) bear interest at the lowest rate which
will not result in interest being imputed pursuant to the Internal Revenue
Code, (b) mature four years after the date of exercise and (c) be on such
other terms as determined by the Administrator. Such promissory note shall
be secured by a security interest in the Stock purchased pursuant to the
Option and in such other manner, if any, as the Administrator shall approve.
5.7.2. DELIVERY OF STOCK. An Option may be exercised by
delivery by the Optionee of Stock already owned by the Optionee for all or
part of the aggregate exercise price of the Stock as to which the Option is
being exercised, so long as (i) the value of such Stock (determined as
provided in Section 6) is equal on the date of exercise to the aggregate
exercise price of the shares of Stock as to which the Option is being
exercised, or such portion thereof as the Optionee is authorized to pay by
delivery of Stock and (ii) such previously owned shares have been held by the
Optionee for at least six months.
5.8. ADJUSTMENTS.
5.8.1. CHANGES IN CAPITAL STRUCTURE. If the Stock is
changed by reason of a stock split, reverse stock split, stock dividend, or
recapitalization, or is converted into or exchanged for other securities
other than as a result of a Change of Control, the Administrator shall make
such appropriate adjustments in (i) the number of shares of Stock to be
covered by options granted under Section 5.1.2 hereof, (ii) each Option
outstanding under this Plan, and (iii) the exercise price of each outstanding
Option; provided, however, that the Company shall not be required to issue
fractional shares as a result of any such adjustment. Each such adjustment
shall be determined by the Administrator in its sole discretion, which
determination shall be final and binding on all persons. Any new or
additional Stock to which an Optionee may be entitled under this Section
5.8.1 shall be subject to all of the terms and conditions set forth in
Section 5 of this Plan.
5.8.2. CHANGE OF CONTROL. In the event of a Change of
Control, all Options shall vest immediately.
5.9. NO ASSIGNMENT. No right or benefit under, or interest in, the
Plan shall be subject to assignment or transfer (other than by will or the
laws of descent and distribution), and no such right, benefit or interest
shall be subject to attachment or legal process for or against Participant or
his or her beneficiaries, as the case may be.
During the life of the Optionee, an Option shall be exercisable only by the
Optionee or, in the event of disability of the Optionee, by the Optionee's
guardian or legal representative.
5.10. TERMINATION; EXPIRATION OF UNVESTED OPTIONS. Options
granted to an Optionee under this Plan, to the extent such rights have not
expired or been exercised, shall terminate on such Optionee's Termination
Date; provided, however, that an Option may be exercised, to the extent
vested and exercisable on the Termination Date, for a period of thirty (30)
days after such Optionee's Termination Date; and, provided further, that if
exercise of an Option during such thirty (30) day period would subject such
Optionee to liability under Section 16(b) of the Exchange Act, such thirty
(30) day period shall not begin to run until six (6) months from the date of
the last Stock transaction made, indirectly or directly, by such Optionee
prior to such Optionee's Termination Date.
6. DETERMINATION OF VALUE. For purposes of this Plan, the value of
the Stock shall be 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 sale price on the last
preceding business day upon which trades occurred shall be the fair market
value. If the Stock is not listed on 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.
7. MANNER OF EXERCISE. An Optionee wishing to exercise an Option
shall give written notice to the Company at its principal executive office,
to the attention of the Secretary of the Company, accompanied by an executed
Stock Purchase Agreement and by payment of the Option exercise price in
accordance with Section 5.7. The date the Company receives written notice of
an exercise hereunder accompanied by payment of the Option exercise price
will be considered the date such Option was exercised. Promptly after
receipt of such written notice and payment, the Company shall deliver to the
Optionee or such other person permitted to exercise such Option under Section
5.9, a certificate or certificates for the requisite number of shares of
Stock. The Company shall pay any stock issue or transfer tax incurred with
respect to such exercise and issuance.
8. RIGHTS.
8.1. RIGHTS AS OPTIONEE. No Eligible Director shall acquire any
rights as an Optionee unless and until an Option Agreement has been duly
executed on behalf of the
Company, delivered to the Optionee and executed by the Optionee.
8.2. RIGHTS AS STOCKHOLDER. No person shall have any rights as a
stockholder of the Company with respect to any Stock subject to an Option
until the date that a stock certificate has been issued and delivered to the
Optionee.
8.3. NO RIGHT TO REELECTION. Nothing contained in the Plan or any
Option Agreement shall be deemed to create any obligation on the part of the
Board to nominate any Director for reelection by the Company's stockholders,
or confer upon any Director the right to remain a member of the Board for any
period of time, or at any particular rate of compensation.
9. REGISTRATION AND RESALE. The Board may, but shall not be required
to, cause the Plan, the Options, and Stock subject to the Plan to be
registered under the Securities Act and under the securities laws of any
state. No Option may be exercised, and the Company shall not be obliged to
grant Stock upon exercise of an Option, unless, in the opinion of counsel for
the Company, such exercise and grant is in compliance with all applicable
federal and state securities laws and the rules and regulations promulgated
thereunder. As a condition to the grant of an Option for the issuance of
Stock upon the exercise of an Option, the Administrator may require that the
Optionee agree to comply with such provisions and federal and state
securities laws as may be applicable to such grant or the issuance of Stock,
and that the Optionee delivers 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.
10. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Board may at
any time amend, alter, suspend, or discontinue this Plan, except to the
extent that stockholder approval is required for any amendment or alteration
(a) by Rule 16b-3 or applicable law in order to exempt from Section 16(b) of
the Exchange Act any transaction contemplated by this Plan, or (b) by the
rules of the New York Stock Exchange, if the Company's securities are listed
thereon, or (c) by the rules of NASDAQ pertaining to the National Market
System, if the Company's securities are quoted thereon; provided, however, no
amendment, alteration, suspension or discontinuation shall be made that would
impair the rights of any Optionee under an Option without such Optionee's
consent; and provided further, any provision in this Plan relating to the
eligibility of Directors to participate in
this Plan, the timing of Option grants made under this Plan or the amount of
Options granted to a Director under this Plan shall not be amended, to the
extent so provided by Rule 16b-3, more than once every six months, other than
to comport with the changes in the Code or the rules thereunder. Subject to
the foregoing, the Administrator shall have the power to make such changes in
the regulations and administrative provisions hereunder, or in any Option
(with the Optionee's consent), as in the opinion of the Administrator may be
appropriate from time to time.
11. 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 person.
12. 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.
13. EFFECTIVE DATE. This Plan shall become effective upon adoption by
the Board. If stockholder approval is required (a) under the General Rules
and Regulations promulgated under Section 16 of the Exchange Act in order to
exempt any transaction contemplated by this Plan from Section 16(b) of the
Exchange Act or (b) by the rules of the New York Stock Exchange, if the
Company's securities are listed thereon, or (c) by the rules of NASDAQ
pertaining to the National Market System, if the Company's securities are
quoted thereon, then this Plan shall be submitted to the stockholders of the
Company for consideration at the next annual meeting of stockholders. The
Administrator may make Options conditioned on such approval, and any Option
so made shall be effective as of the date of grant, subject only to such
approval.