RESTRICTED STOCK AGREEMENT
This Agreement is made effective as of September 17, 2002 (the "Effective
Date") between Timothy D. Payne (the "Employee") and MPS Group, Inc., a Florida
corporation (the "Company").
W I T N E S S E T H T H A T:
WHEREAS, the Company has awarded to Employee 100,000 shares (the "Shares")
of the common stock ("Stock") of the Company effective as of September 17, 2002
(the "Effective Date") pursuant to the MPS Group, Inc. Amended and Restated 1995
Stock Option Plan (the "Plan") as an incentive to remain with the Company and to
work to increase the value of the Stock; and
WHEREAS, the Shares are subject to the terms and conditions hereinafter
provided;
NOW, THEREFORE, the Company and the Employee agree as follows:
1. AWARD. The Employee hereby is granted 100,000 Shares as of the Effective
Date subject to all the terms and conditions of this Agreement. These
Shares are granted pursuant to the provisions of the Plan and the terms and
conditions of the Plan are incorporated herein by reference and made a part
hereof. A copy of the Plan has been delivered to, and receipt is hereby
acknowledged by, Employee.
2. STOCK CERTIFICATE. The Employee hereby acknowledges that a stock
certificate for Restricted Shares (the "Certificate") is hereby awarded to
the Employee hereunder, bearing the following legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of a Restricted Stock Agreement entered into between the
registered owner and MPS Group, Inc., effective as of September 17,
2002. Copies of such Agreement are on file in the office of the
Secretary, MPS Group, Inc., One Independent Drive, Jacksonville,
Florida 32202."
The Employee shall return the Certificate to the Company upon the
forfeiture of any Shares pursuant to Section 4 below. Thereafter, the
Company shall reissue a new Certificate for the number of Shares, if any,
which were not forfeited. The new Certificate, if any, and the Shares
represented thereby shall remain subject to this Agreement.
3. VESTING OF SHARES. The Employee agrees the Shares shall vest as follows:
(a) According to the schedule in the table set forth below:
Number of Shares Vested
----------------------------------------------------------------
January 1, 2003 20,000
January 1, 2004 20,000
January 1, 2005 20,000
January 1, 2006 20,000
January 1, 2007 20,000
(b) If, at any time after the execution of this Agreement, the Stock of
the Company trades on the New York Stock Exchange at a price equal to
or in excess of $15 per share over a ten (10) consecutive business day
period, then any Shares remaining unvested under Section 3(a) above
shall vest on the day thereafter.
(c) Employee shall also become vested in any Shares remaining unvested
under Section 3(a) upon the occurrence of: (i) a Change in Control of
the Company, as such term is defined in Section 5 of this Agreement;
(ii) termination of Employee's employment by the Company without Good
Cause or by the Employee for Good Reason (as those terms are defined
in the Employment Agreement between Employee and Company), or (iii)
termination of Employee's employment due to death or disability. For
purposes of this Agreement, "disability" shall have the meaning set
forth in the Employee's long term disability plan or policy covering
the Employee and shall not be considered to have occurred until after
the waiting period as required by such plan or policy.
4. FORFEITURE; TRANSFER.
(a) If the Employee shall cease to be employed by the Company for any
reason other than as referenced above in Section 3 (c)(ii) or (iii),
at any time prior to the dates set forth in the table in Section 3 (a)
above, then the Employee shall forfeit and return to the Company any
Shares which remain unvested as of such date for no payment.
(b) No Shares received by the Employee shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of unless
vested pursuant to any provision of Section 3 above.
5. CHANGE IN CONTROL. For purposes of this Agreement, "Change in Control'
shall mean:
(a) the acquisition by any person or persons (as such term is used in
Section 13(d) of the Securities Exchange Act of 1934) not a
shareholder of Employer on September 17, 2002, of legal or beneficial
ownership of 35% or more of either (A) the then outstanding shares of
common stock of the Company, or (B) the combined voting power of the
then outstanding voting securities of the Company entitled to vote
generally in the election of directors;
(b) individuals who, as of the date hereof, constitute the Board cease for
any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority
of the directors then comprising the Board shall be considered as
though such individual were a member of the Board as of the date
hereof;
(c) approval by the shareholders of the Company of a reorganization,
merger, or consolidation, in each case unless the shareholders of the
Company immediately before such reorganization, merger, or
consolidation own, directly or indirectly, immediately following such
reorganization, merger, or consolidation at least a majority of the
combined voting power of the outstanding voting securities of the
corporation resulting from such reorganization, merger, or
consolidation in substantially the same proportion as their ownership
of the voting securities immediately before such reorganization,
merger or consolidation; or
(d) approval by the shareholders of the Company of (A) a complete
liquidation or dissolution of the Company, or (B) the sale or other
disposition of more than 50% of the assets of the Company within a
twelve month period.
5. VOTING RIGHTS; DIVIDENDS; CAPITAL CHANGES.
(a) Except as otherwise limited or provided in this Agreement, with
respect to any Shares subject to the restrictions of this Agreement,
the Employee shall be a shareholder of the Company and shall have all
of the rights of a shareholder with respect to the Shares, including
full power to vote all of the Shares from time to time. Dividends on
such shares shall be paid to the Employee.
(b) Any new, additional or different shares of capital stock or other
securities issued with respect to any of the Shares described herein
or in substitution or replacement thereof shall be subject to all of
the terms and conditions of this Agreement and shall be delivered to
the Employee (or the Employee's beneficiary) or revert to the Company
under the same circumstances as the original Shares with respect to,
or in substitution for which they were issued.
6. DELIVERY OF STOCK CERTIFICATE TO COMPANY. If Employee refuses to deliver to
Company a properly endorsed stock certificate for any Shares forfeited, the
Employee hereby authorizes and directs the Company to cancel on its books
and records (including but not limited to its stock transfer book) the
Employee's ownership of the Shares and to take whatever action the Company
deems necessary or appropriate to have such Shares registered in the name
of the Company without any further action, or direction, by the Employee.
7. COMPLIANCE WITH LAW AND REGULATIONS. The obligations of the Company
hereunder are subject to all applicable Federal and state laws and to the
rules, regulations and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Shares are then listed and
any other government or regulatory agency.
8. ATTORNEYS' FEES. The prevailing party in any litigation hereunder shall be
entitled to attorneys' fees and costs of litigation.
9. NO RIGHTS TO EMPLOYMENT. Nothing in this Agreement shall confer upon the
Employee any right to continue in the employ of the Company or interfere in
any way with the right of the Company to terminate his employment at any
time.
10. GOVERNING LAW. The terms of this Agreement shall be governed by and
interpreted in accordance with the laws of the State of Florida, without
regard to any issues of conflicts of laws.
11. ENTIRE AGREEMENT; MODIFICATION. The terms stated herein are the entire and
sole terms of the agreement between Employee and Company related to the
award of Shares hereunder, and the parties agree there are no
representations, promises, terms or conditions, oral or otherwise, related
thereto not explicitly stated herein. The parties agree this agreement may
only be modified or amended in a writing signed by the parties.
IN WITNESS WHEREOF, the Employee and Company have executed the Agreement
effective as of the day and year first above written.
MPS GROUP, INC.
By: /s/ MPS Group, Inc.
Its:
EMPLOYEE
/s/ Timothy D. Payne
--------------------------
Timothy D. Payne