EXHIBIT 10.14
ROBERT HALF INTERNATIONAL INC.
STOCKPLUS PLAN
1. PURPOSES. The principal purposes of the Robert Half
International Inc. StockPlus Plan (the "Plan") are: (a) to improve
individual employee performance by providing long-term incentives and rewards
to employees of the Company, (b) to assist the Company in attracting,
retaining and motivating employees with experience and ability, and (c) to
associate the interests of such employees with those of RHII's shareholders.
2. DEFINITIONS. Unless the context clearly indicates otherwise,
the following terms, when used in this Plan, shall have the meanings set
forth below:
(a) "Common Stock" or "Stock" means RHII Common Stock, par value
$.001 per share.
(b) "Administrator" means a committee of the Board of Directors of
RHII, 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. If such
Administrator is composed of "disinterested persons" within the meaning of
such General Rules and Regulations, then any person who is appointed a member
of such Administrator and who accepts appointment shall, by virtue thereof,
be ineligible for the time period specified in such General Rules and
Regulations to be granted an Option under the Plan. Unless otherwise
determined by the Board of Directors, the Administrator shall be the
Compensation Committee of the Board of Directors.
(c) "Company" means Robert Half International Inc., its divisions
and direct and indirect subsidiaries.
(d) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(e) "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.
(f) "Grant Date" means the date an Option is granted under the Plan.
(g) "Option" or "Stock Option" means a right granted under the Plan
to an Optionee to purchase shares of RHII Common Stock at a fixed price for a
specified period of time.
(h) "Option Price" means the price at which a share of Common Stock
covered by an Option granted hereunder may be purchased.
(i) "Optionee" means an eligible employee of the Company who has
received a Stock Option granted under the Plan.
(j) "RHII" means Robert Half International Inc., a Delaware
corporation.
3. 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 to be granted Options
under the Plan, determine the size and applicable terms and conditions of
grants to be made to such employees, determine the time when Options will be
granted and authorize grants to eligible employees. Any guidelines that may
be adopted from time to time by the Administrator shall be advisory only and
shall not be binding upon the Administrator.
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 Options granted 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.
4. STOCK AVAILABLE FOR OPTIONS. The shares that may be delivered
or purchased under the Plan shall not exceed an aggregate of 1,895,000 shares
of Common Stock, subject to any adjustments which may be made pursuant to
Section 11 hereof. Shares of Stock used for purposes of the Plan may be
either shares of authorized but unissued Common Stock or treasury shares or
both. Stock covered by Options
which have terminated or expired prior to exercise or have been surrendered
or cancelled shall be available for further option hereunder.
5. ELIGIBILITY. All those employees of the Company as shall be
determined from time to time by the Administrator shall be eligible to
participate in the Plan, provided, however, that no employee may be granted
Options in the aggregate which would result in that employee receiving more
than 10% of the maximum number of shares available for issuance under the
Plan. However, no individual who is subject to Section 16 of the Exchange Act
with respect to transactions in the Company's securities may be granted an
option subsequent to November 1, 1995.
6. TERMS AND CONDITIONS OF 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 DATES. Options granted hereunder shall have
a term of no longer than ten years from the Grant Date. No Option may be
granted after the tenth anniversary of the date of adoption of this Plan. A
grant of Options may become exercisable in installments; provided, however,
that no Option shall become exercisable until six months following the Grant
Date of such Option. However, Stock Options must be exercised for full
shares of Common Stock. To the extent that Stock Options are not exercised
when they become initially exercisable, they shall be carried forward and be
exercisable until the expiration of the term of such Stock Options, subject
to the provisions of Section 6(e) hereof. An option granted after November 1,
1995, to an eligible employee pursuant to this Plan shall automatically
expire if, within six months after its grant, the recipient of such option
becomes subject to Section 16 of the Exchange Act with respect to
transactions in the Company's securities.
(c) EXERCISE OF OPTION. To exercise an Option, the holder thereof
shall give notice of his or her 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 effecting such exercises. No fractional
shares shall be issued as a result of exercising an Option. An Option is
exercisable during an Optionee's lifetime only by the Optionee or Optionee's
guardian or legal representative.
(d) 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 Optionee
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, in order to enable the Company to meet
any applicable foreign, federal (including FICA), state and local withholding
tax requirements, an Optionee shall also be required to pay the amount of tax
to be withheld. No share of stock will be delivered to any Optionee until
all such amounts have been paid. In the event that withholding taxes are not
paid within the specified time period, 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 reducing the number of shares of stock
deliverable or by offsetting such withholding taxes against amounts otherwise
due from the Company to the Optionee. If withholding taxes are paid by
reduction of the number of shares deliverable to Optionee, such shares shall
be valued at the Fair Market Value as of the date of exercise.
(e) EFFECT OF TERMINATION OF EMPLOYMENT. All Options then held by
the Optionee which are exercisable at the date of termination shall continue
to be exercisable by the Optionee, or, if applicable, Optionee's estate,
until the earlier of 30 days after such date or the expiration of such
Options in accordance with their terms. All Options which are not
exercisable at such date shall automatically terminate and lapse, unless the
Administrator shall determine otherwise. Notwithstanding the foregoing, if
exercise of an Option during the 30-day period described in the previous
sentence would subject the Optionee 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 Optionee prior to termination.
(f) MISCONDUCT. In the event that the Administrator determines in
good faith that an Optionee has (i) used for profit, or materially harmed the
Company by disclosing to unauthorized persons, confidential information or
trade secrets of the Company, (ii) materially breached any contract with, or
materially violated any fiduciary obligation to, the Company, or (iii)
engaged in unlawful trading in the securities of RHII or of another company
based on nonpublic information gained as a result of that Optionee's
employment with the Company, then, effective as of the date notice of such
misconduct is given by the Administrator to the Optionee, that Optionee shall
forfeit all rights to any unexercised Options granted under the Plan and all
of that Optionee's outstanding Options shall automatically terminate and
lapse, unless the Administrator shall determine otherwise.
(g) NONTRANSFERABILITY OF OPTIONS. During an Optionee's lifetime,
his or her Options shall not be transferrable and shall only be exercisable
by the Optionee
and any purported transfer shall be null and void. Options are not
transferable except by will or by the laws of descent and distribution.
7. 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 the terms and
conditions of outstanding Options, provided, however, that (i) no such
amendment shall be adverse to the holders of the Options, (ii) no such
amendment shall extend the term of an Option, and (iii) the amended terms of
the Option would be permitted under this Plan.
8. FOREIGN EMPLOYEES. Without amending the Plan, the
Administrator may grant Options to eligible employees who are foreign
nationals on such terms and conditions different from those specified in this
Plan as may in the judgment of the Administrator be necessary or desirable to
foster and promote achievement of the purposes of the Plan, and, in
furtherance of such purposes the Administrator may make such modifications,
amendments, procedures, subplans and the like as may be necessary or
advisable to comply with provisions of laws in other countries in which the
Company operates or has employees.
9. REGISTRATION, LISTING AND QUALIFICATION OF SHARES. Each
Option shall be subject to the requirement that if at any time the
Administrator shall determine that the registration, listing or qualification
of the shares covered thereby upon any securities exchange or under any
foreign, federal, state or local law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or
in connection with, the granting of such Option or the purchase of shares
thereunder, no such Option may be exercised unless and until such
registration, listing, qualification, consent or approval shall have been
effected or obtained free of any condition not acceptable to the
Administrator. Any person exercising an Option shall make such
representations and agreements and furnish such information as the
Administrator may request to assure compliance with the foregoing or any
other applicable legal requirements. RHII shall use its reasonable best
efforts to cause shares issued hereunder to be registered under the
Securities Act of 1933, as amended.
10. BUY OUT OF OPTION GAINS. The Administrator shall have the
right to elect, in its sole discretion and without the consent of the holder
thereof (subject to the last sentence of this paragraph), to cancel the
exercisable portion of any Option and pay to the Optionee the excess of the
Fair Market Value of the shares of Common Stock covered by such cancelled
portion of the Option over the Option
Price of such cancelled portion of the Option at the date the Administrator
provides written notice (the "Buy Out Notice") of its intention to exercise
such right. Buy outs pursuant to this provision shall be effected by RHII as
promptly as possible after the date of the Buy Out Notice. Payments of buy
out amounts may be made in cash, in shares of Common Stock, or partly in cash
and partly in Common Stock, as the Administrator deems advisable. To the
extent payment is made in shares of Common Stock, the number of shares shall
be determined by dividing the amount of the payment to be made by the Fair
Market Value of a share of Common Stock at the date of the Buy Out Notice.
In no event shall RHII be required to deliver a fractional share of Common
Stock in satisfaction of this buy out provision. Payments of such buy out
amounts shall be made net of any applicable foreign, federal (including
FICA), state and local withholding taxes. Notwithstanding the foregoing, no
buy out may be effected (a) until at least six months after the Grant Date of
the subject option, and (b) without the consent of the Optionee if the
Optionee is generally required to file reports pursuant to Section 16(a) of
the Exchange Act with respect to his transactions in the Common Stock.
11. 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 or exchange of shares or other similar corporate change, such
equitable adjustments may be made in the Plan and the Options granted
hereunder as the Administrator determines are necessary or appropriate,
including, if necessary, an adjustment in the number of shares and prices per
share applicable to Options then outstanding and in the number of shares
which are reserved for issuance under the Plan. Any such adjustment shall be
conclusive and binding for all purposes of the Plan.
12. NO RIGHTS TO OPTIONS OR EMPLOYMENT. No employee or other
person shall have any claim or right to be granted an Option under the Plan.
Receipt of an Option under the Plan shall not give an employee any rights to
receive any other grant under the Plan. An Optionee shall have no rights to
or interest in any Option except as set forth herein. 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.
13. RIGHTS AS SHAREHOLDER. An Optionee 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 Optionee.
14. OTHER ACTIONS. This Plan shall not restrict the authority of
the Administrator or of RHII, for proper corporate purposes, to grant or
assume stock options, other than under the Plan, to or with respect to any
employee or other person.
15. COSTS AND EXPENSES. Except as provided in Section 6(d) hereof
with respect to taxes, the costs and expenses of administering the Plan shall
be borne by RHII and shall not be charged to any grant nor to any employee
receiving a grant.
16. 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, RHII 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.
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. EFFECTIVE DATE. This Plan shall become effective upon
adoption by the Board of Directors of RHII. 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, (b) by the
rules of the New York Stock Exchange, if RHII Common Stock is listed thereon,
or (c) by the rules of NASDAQ pertaining to the National Market System, if
RHII Common Stock is quoted thereon, then this Plan shall be submitted to the
stockholders of RHII 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.