EXHIBIT 10.21
ROBERT HALF INTERNATIONAL INC.
SENIOR EXECUTIVE RETIREMENT PLAN
1. INTRODUCTION. This Plan was adopted by the Company to provide
retirement benefits to those individuals, other than any individual holding the
office of Chief Executive Officer or President, who participated in the
Company's Deferred Compensation Plan and, with respect to those individuals,
this Plan shall supersede the Deferred Compensation Plan. The Administrator or
the Chief Executive Officer may also select other Participants to be eligible
for benefits hereunder.
2. DEFINITIONS. As used in this Plan, the following terms have the
meanings set forth below:
2.1 ADMINISTRATOR means the Compensation Committee of the Board.
2.2 BOARD means the Board of Directors of the Company.
2.3 CHANGE IN CONTROL means any of the following events:
(a) 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.
(b) 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.
(c) 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.
(d) 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 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.
(e) 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 2.3(e) Voting Shares held by such person or group shall be
calculated in accordance with the last sentence of Section 2.3(a) hereof.
2.4 COMPANY means Robert Half International Inc., a Delaware corporation.
2.5 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.
2.6 OFFER means a tender offer or an exchange offer for shares of the
Company's Stock.
2.7 PARTICIPANT means any elected executive officer or any key executive,
other than any individual holding the office of Chief Executive Officer or
President, approved by the Administrator or the Chief Executive Officer for
participation in the Plan. The benefits of individuals (other than any
individual holding the office of Chief Executive Officer or President) who had
accounts (whether or
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not vested) under the Deferred Compensation Plan shall be transferred to this
Plan, effective December 31, 1995, with interest for 1995 credited at the rate
and as provided in Section 7 hereof instead of at the rate and as provided in
the Deferred Compensation Plan. With respect to the year ended December 31, 1995
those individuals will thereafter be Participants hereunder and will no longer
participate in the Deferred Compensation Plan.
2.8 PLAN means the Senior Executive Retirement Plan.
2.9 VOTING SHARES means the outstanding shares of the Company entitled to
vote for the election of directors.
3. PURPOSE OF THE PLAN. The purpose of the Plan is to attract, retain and
reward Participants by providing them with supplemental income for use after
their retirement. The Plan is designed to qualify as an unfunded ERISA "top-hat"
plan for a select group of management or highly compensated employees of the
Company and its subsidiaries designated by the Administrator.
4. ADMINISTRATION. The Administrator shall have full power to interpret,
construe and administer the Plan, except as otherwise provided in the Plan. The
expense of administering the Plan shall be borne by the Company and shall not be
charged against benefits payable hereunder.
5. DEFERRED COMPENSATION FORMULA. Each Participant shall receive the base
salary and annual cash bonus payable to that Participant for services rendered
in his capacity as an employee of the Company or a designated subsidiary during
the calendar year of participation, plus fifteen percent (15%) of such base
salary and annual cash bonus as deferred compensation pursuant to this Plan,
provided he is employed by the Company on the last day of such calendar year
(December 31, 1995 for the first year). A Participant's allocation of deferred
compensation hereunder shall be deemed to have been made, for all purposes
relating to this Plan, as of the first business day of the year following the
year with respect to which the deferred compensation has been earned.
The Administrator or the Chief Executive Officer may at any time designate
any Participant as entitled to receive a Change in Control Allocation. Once a
Participant is so designated, such designation may not be rescinded. With
respect to any Participant who has been designated as entitled to receive a
Change in Control Allocation, there shall be allocated to such Participant's
account promptly following a Change in Control (if such Participant is employed
by the Company on the date of the Change in Control) an amount equal to the
product of (a) the number of whole years remaining until the Participant attains
age 62 and (b) the last annual allocation made under the Plan. After such Change
in Control Allocation has been made, each subsequent annual allocation under the
Plan for such Participant following the Change in Control and prior to such
Participant's 62nd birthday shall be reduced by an amount equal to the last
annual allocation made to such Participant prior to the Change in Control.
6. SEPARATE ACCOUNTS. The Administrator shall maintain an individual
account under the name of each Participant entitled to allocations pursuant to
the Plan. Each such account shall be adjusted to reflect any amounts transferred
from the Deferred Compensation Plan, deferred compensation credited hereunder,
interest credited on such amounts and any distribution of such amounts
hereunder. The establishment and maintenance of a separate account for each
Participant shall not be construed as giving any person any interest in any
assets of the Company or any right to payment other than as provided hereunder
or any right to participate hereunder or in future years of employment. Such
accounts shall be unfunded and maintained only for bookkeeping convenience;
provided, however, the Company may establish an irrevocable grantor trust and
contribute amounts to such trust to support its obligations hereunder.
7. INVESTMENT PERFORMANCE. Each account shall be credited on the last day
of each calendar year with interest on the balance of such account as of the
first day of the calendar year. Interest credited for a calendar year shall be
at a rate equal to one hundred twenty-five percent (125%) of the Moody's
Corporate bond Yield Average reported in THE WALL STREET JOURNAL on the last
business day of the calendar year (or the valuation date selected by the
Administrator preceding a distribution).
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8. VESTING. Each Participant's interest under the Plan shall be
forfeitable upon such Participant's termination of employment for any reason,
except to the extent it becomes vested hereunder. Each Participant's interest,
regardless of when allocated, will be deemed unvested unless and until such
Participant has completed ten years of service with the Company. "Years of
Service" shall be based on the anniversary of the later of the Participant's
date of hire or his or her transfer to Company headquarters. At such time as the
Participant has completed ten years service with the Company, the amount vested
at any given time shall be (a) 50%, if Participant is age 50 or younger, (b) the
sum of (i) 50% and (ii) 4-1/6% times the difference between Participant's age
and 50, if Participant is between age 51 and age 62, or (c) 100%, if Participant
is age 62 or older. In the event of a Change in Control, all amounts credited
under the Plan to each affected Participant shall become fully vested and
nonforfeitable as a result of such event. Notwithstanding the foregoing, amounts
shall vest hereunder in accordance with the terms of any severance agreement or
other written arrangement between the Participant and the Company. In addition
and notwithstanding the foregoing, the accounts transferred to this Plan from
the Company's Deferred Compensation Plan, including any and all investment
performance hereunder, shall continue to vest under the terms of the Deferred
Compensation Plan.
9. TIME OF DISTRIBUTION. No vested amounts shall be payable hereunder
until the first to occur of the following events:
(a) The date of the Participant's complete and total disability, as
determined by the Administrator in its sole discretion (without regard to
eligibility for benefits under any disability plan or program of the Company
and/or its subsidiaries);
(b) The Participant's death; or
(c) The date of the Participant's separation from employment with the
Company and/or its subsidiaries for any reason.
Notwithstanding the foregoing, distribution may occur at an earlier date as
provided in Section 10 hereunder.
All vested amounts will be valued and paid within 90 days following the
occurrence of any such event. If distribution occurs before the end of a year a
Participant shall receive a pro rata amount of deferred compensation under
Section 5 hereof.
10. WITHDRAWALS. The Administrator may direct payment of all or any vested
portion of amounts credited to the account of a Participant upon application by
the Participant. Any such application must show demonstrable financial need for
distribution in order to meet extraordinary medical or medically related
expenses, substantial costs related to residential requirements of the
Participant, family educational expenses in an amount considered by the
Administrator burdensome in relation to the Participant's other available
financial resources for meeting such expenses, extraordinary expenses related to
an unanticipated casualty, accident or other misfortune or any other similar
need approved by the Administrator.
Any such distribution shall be made in the sole discretion of the
Administrator.
11. METHOD OF DISTRIBUTION. Upon termination from the Company, each
Participant shall receive a lump sum distribution of all amounts payable to the
Participant hereunder, unless prior to termination of employment the Participant
elects, and the Administrator consents to, payment upon termination to be made
in the form of installments over a period of time approved by the Administrator
and not extending beyond the life expectancy of the Participant.
12. DEATH OF PLAN PARTICIPANT. In the event that a Participant shall die
at any time prior to complete distribution of all amounts payable to him
hereunder, the remaining unpaid amounts shall be paid to the beneficiary or
beneficiaries designated by the Participant, or in the absence of any such
designation, to his estate in a lump sum distribution, unless the Administrator
consents to installments.
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13. PAYMENT IN THE EVENT OF DISABILITY. If a person entitled to any
payment hereunder shall be under a legal disability, or in the sole judgment of
the Administrator shall otherwise be unable to apply such payment to his own
interest and advantage, the Administrator in the exercise of its discretion may
direct the Company to make any such payment in any one (1) or more of the
following ways:
(a) Directly to such person;
(b) To his legal guardian or conservator; or
(c) To his spouse or to any person charged with his support;
to be expended for the benefit of Participant. The decision of the
Administrator shall in each case be final and binding upon all persons in
interest. Any such payment shall completely discharge the obligations of the
Administrator and Company with regard to such payment.
14. ASSIGNMENT. No Participant or beneficiary of a Participant shall have
any right to assign, pledge, hypothecate, anticipate or in any way create a lien
upon any amounts payable hereunder. No amounts payable hereunder shall be
subject to assignment or transfer or otherwise be alienable, either by voluntary
or involuntary act or by operation of law, or subject to attachment, execution,
garnishment, sequestration or other seizure under any legal, equitable or other
process, or be liable in any way for the debts or defaults of Participants and
their beneficiaries, except to the extent permitted by applicable law and
pursuant to the Administrator's receipt and approval of a "qualified domestic
relations order."
15. WITHHOLDING. Any taxes required to be withheld from deferrals or
payments to Participants hereunder shall be deducted and withheld by the
Company.
16. AMENDMENT AND TERMINATION. This Plan may be amended in whole or in
part by action of the Administrator and may be terminated at any time by action
of the Administrator; provided, however, that no such amendment or termination
shall reduce any amount credited hereunder to the extent such amount was
credited prior to the date of amendment or termination; and provided, further,
that the duties and liabilities of the members of the Administrator hereunder
shall not be increased without their consent.
17. RIGHTS OF PARTICIPANTS. The Company's sole obligation to Participants
and their beneficiaries shall be to make payment as provided hereunder. All
payments shall be made from the general assets of the Company, and no
Participant shall have any right hereunder to any specific assets of the Company
or to be retained in the employment of the Company. All amounts of compensation
allocated under this Plan, any property purchased therewith and all income
attributable thereto shall remain the property and rights of the Company subject
to the claims of the Company's general creditors.
18. BINDING PROVISIONS. All of the provisions of this Plan shall be
binding upon all persons who shall be entitled to any benefits hereunder, and
their heirs, and personal representatives.
19. EFFECTIVE DATE. This Plan shall be effective December 31, 1995.
20. GOVERNING LAW. This Plan and all determinations made and actions taken
pursuant hereto shall, to the extent not preempted by ERISA, be governed by the
law of the State of California and construed accordingly.
21. SEVERABILITY. If any provision of this Plan is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the parties to the extent possible.
In any event, all other provisions of this Plan shall be deemed valid and
enforceable to the full extent possible.
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