MPS Group, Inc.
Executive Deferred Compensation Plan
(Restated to Include Amendments Through May 14, 2003)
17
ARTICLE I.
PURPOSE AND EFFECTIVE DATE
The purpose of the MPS Group, Inc. Executive Deferred Compensation Plan,
restated to include amendments through May 14, 2003 (the "Plan"), is to aid MPS
Group, Inc. and its subsidiaries in retaining and attracting executive employees
by providing them with tax deferred savings opportunities. The Plan provides a
select group of management and highly compensated employees, within the meaning
of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
Security Act of 1974, as amended (ERISA), of MPS Group, Inc. with the
opportunity to elect to defer receipt of specified portions of compensation, and
to have these deferred amounts treated as if invested in specified hypothetical
investment benchmarks. The Plan shall be effective for deferral elections made
hereunder on or after November 1, 2001.
ARTICLE II.
DEFINITIONS
For the purposes of this Plan, the following words and phrases shall have
the meanings indicated, unless the context clearly indicates otherwise:
Section 2.01. Administrative Committee. "Administrative Committee" means the
committee appointed by the Committee pursuant to Article III.
Section 2.02. Base Salary. "Base Salary" means the base rate of cash
compensation paid by the Company to or for the benefit of a Participant for
services rendered or labor performed while a Participant, including base pay a
Participant could have received in cash in lieu of (A) deferrals pursuant to
Section 4.02 and (B) contributions made on his behalf to any qualified plan
maintained by the Company or to any cafeteria plan under Section 125 of the
Internal Revenue Code maintained by the Company.
Section 2.03. Base Salary Deferral. "Base Salary Deferral" means the amount of a
Participant's Base Salary which the Participant elects to have withheld on a
pre-tax basis from his Base Salary and credited to his Deferral Account pursuant
to Section 4.02.
Section 2.04. Beneficiary. "Beneficiary" means the person, persons or entity
designated by the Participant to receive any benefits payable under the Plan
pursuant to Article IX.
Section 2.05. Board. "Board" means the Board of Directors of MPS Group, Inc.
Section 2.06. Bonus Compensation. "Bonus Compensation" means the amount awarded
to a Participant under any incentive plan designated by the Administrative
Committee as eligible for Bonus Deferral.
Section 2.07. Bonus Deferral. "Bonus Deferral" means the amount of a
Participant's Bonus Compensation which the Participant elects to have withheld
on a pre-tax basis from his Bonus Compensation and credited to his account
pursuant to Section 4.02.
Section 2.08. Change of Control. For purposes of this Plan, a "Change of
Control" shall be deemed to have occurred if: (i) there is an acquisition, in
any one transaction or a series of transactions, other than from MPS Group,
Inc., by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), of beneficial ownership (within the meaning of Rule 13(d)(3) promulgated
under the Exchange Act) of 35% or more of either the then outstanding shares of
Common Stock or the combined voting power of the then outstanding voting
securities of MPS Group, Inc. entitled to vote generally in the election of
directors, but excluding, for this purpose, any such acquisition by MPS Group,
Inc. or any of its subsidiaries, or any employee benefit plan (or related trust)
of MPS Group, Inc. or its subsidiaries, or any corporation with respect to
which, following such acquisition, more than 50% of the then outstanding shares
of common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
the individuals and entities who were the beneficial owners, respectively, of
the common stock and voting securities of MPS Group, Inc. immediately prior to
such acquisition in substantially the same proportion as their ownership,
immediately prior to such acquisition, of the then outstanding shares of Common
Stock or the combined voting power of the then outstanding voting securities of
MPS Group, Inc. entitled to vote generally in the election of directors, as the
case may be; or
(ii) individuals who, as of November 1, 2001, constitute the Board (as of such
date, the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any individual becoming a director
subsequent to November 1, 2001, whose election, or nomination for election by
MPS Group, Inc.'s shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of MPS Group, Inc. (as such terms are used in Rule 14(a)(11) or
Regulation 14A promulgated under the Exchange Act); or
(iii) there occurs either (A) the consummation of a reorganization, merger or
consolidation, in each case, with respect to which the individuals and entities
who were the respective beneficial owners of the common stock and voting
securities of MPS Group, Inc. immediately prior to such reorganization, merger
or consolidation do not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such
reorganization, merger or consolidation, or (B) an approval by the shareholders
of MPS Group, Inc. of a complete liquidation of dissolution of MPS Group, Inc.
or of the sale or other disposition of all of the assets of MPS Group, Inc.
Section 2.09. Code. "Code" shall mean the Internal Revenue Code of 1986, as
amended. References to any provision of the Code or regulation (including a
proposed regulation) thereunder shall include any successor provisions or
regulations.
Section 2.10. Commission Deferral. "Commission Deferral" means the amount of a
Participant's commission earnings which the participant elects to have withheld
on a pre-tax basis from his commission earnings and credited to his Deferral
Account pursuant to Section 4.02.
Section 2.11. Committee. "Committee" means the compensation committee of the
Board.
Section 2.12. Common Stock. "Common Stock" means the common stock of MPS Group,
Inc.
Section 2.13. Company. "Company" means MPS Group, Inc. and any subsidiary or
affiliated organizations authorized by the Board or the Committee to participate
in the Plan.
Section 2.14. Consideration Shares. "Consideration Shares" means shares of
Common Stock owned by a Participant for six months or longer.
Section 2.15. Deferral Account. "Deferral Account" means the account maintained
on the books of the Administrative Committee for each Participant pursuant to
Article VII, including Gain Share Accounts.
Section 2.16. Deferral Period. "Deferral Period" is defined in Section 4.02.
Section 2.17. Deferred Amount. "Deferred Amount" is defined in Section 4.02.
Section 2.18. Designee. "Designee" shall mean the Company's senior human
resources officers or other individuals to whom the Committee has delegated the
authority to take action under the Plan. Wherever Administrative Committee or
the Committee is referenced in the Plan, it shall be deemed to also refer to
Designee.
Section 2.19. Disability. "Disability" means eligibility for disability
benefits, as determined by the Administrative Committee, under the terms of any
Disability Plan maintained by the Company.
Section 2.20. Eligible Compensation. "Eligible Compensation" means Base Salary,
Bonus Compensation and/or Commissions.
Section 2.21. ERISA. "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.
Section 2.22. Excess Contributions. "Excess Contributions" means elective
deferrals and matching contributions under the Company's qualified defined
contribution retirement plan that are distributed to the Participant as excess
deferrals under Section 401(k) of the Code due to failure to satisfy the ADP
test or excess contributions under Section 401(m) of the Code due to failure to
satisfy the ACP test.
Section 2.23. Fair Market Value. "Fair Market Value" of a share of Common Stock
means the closing price of the MPS Group, Inc.'s Common Stock on the New York
Stock Exchange on the most recent day on which the Common Stock was so traded
that precedes the date as of which the Fair Market Value is to be determined.
The definition of Fair Market Value in this Section shall be exclusively used to
determine the values of a Participant's interest in the MPS Group, Inc. Stock
Fund (defined in Section 7.02(b)) for all relevant purposes under the Plan.
Section 2.24. Form of Payment. "Form of Payment" means payment in one lump sum
or in substantially equal annual installments of 5, 10, or 15 years.
Section 2.25. Gain Share Account. "Gain Share Account" means the account
maintained on the books by the Administrative Committee for the Participant of
the number of Phantom Share Units related to Gain Shares, adjusted for
hypothetical gains, earnings dividends, losses, distributions, withdrawals and
other similar activities.
Section 2.26. Gain Shares. "Gain Shares" means the shares of Common Stock so
determined under Section 5.05 as resulting from the exercise of any Option
pursuant to Article V.
Section 2.27. Hardship Withdrawal. "Hardship Withdrawal" means the early payment
of all or part of the balance in a Deferral Account(s) in the event of an
Unforeseeable Emergency.
Section 2.28. Hypothetical Investment Benchmark. "Hypothetical Investment
Benchmark" shall mean the phantom investment benchmarks which are used to
measure the return credited to a Participant's Deferral Account.
Section 2.29. Matching Contribution. "Matching Contribution" means the amount of
annual matching contribution that the Company may make to the Plan.
Section 2.30. Option. "Option" means a nonqualified stock option to purchase
shares of Common Stock.
Section 2.31. Participant. "Participant" means any individual who is eligible or
makes an election to participate in this Plan and who elects to participate by
filing a Participation Agreement as provided in Article IV.
Section 2.32. Participation Agreement. "Participation Agreement" means an
agreement filed by a Participant in accordance with Article IV.
Section 2.33. Phantom Share Units. "Phantom Share Units" means units of deemed
investment in shares of MPS Group, Inc. Common Stock so determined under
Sections 5.06 & 7.02 (b).
Section 2.34. Plan Year. "Plan Year" means a twelve-month period beginning
January 1 and ending December 31, except for the first Plan Year which shall
mean the one-month period beginning December 1, 2001, and ending December 31,
2001.
Section 2.35. Prior Plan Transfer Account. "Prior Plan Transfer Account" means
the account balance transferred from any prior deferred compensation plan
maintained by the Company and credited to a Participant's Deferral Account
pursuant to Section 6.03.
Section 2.36. Retirement. "Retirement" means the later of (i) termination of
employment with the Company at the Participant's election or (ii) cessation of
service on the Company's Board of Directors at the Participant's election, after
the Participant's 65th birthday, or after attaining age 55 with at least ten
years of service (in accordance with the method of determining years of service
adopted by the Company).
Section 2.37. Stock Option Gain Deferral Agreement. "Stock Option Gain Deferral
Agreement" means an agreement filed by a participant in accordance with Article
V to defer receipt of Gain Shares from the exercise of an Option.
Section 2.38. Termination of Employment. "Termination of Employment" means the
cessation of a Participant's services as a full-time employee of the Company for
any reason other than Retirement, as determined by the Administrative Committee.
Section 2.39. Unforeseeable Emergency. "Unforeseeable Emergency" means severe
financial hardship to the Participant resulting from a sudden and unexpected
illness or accident of the Participant or a dependent of the Participant, loss
of the Participant's property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant.
Section 2.40. Valuation Date. "Valuation Date" means the last day of each
calendar month or such other date as the Administrative Committee in its sole
discretion may determine.
ARTICLE III.
ADMINISTRATION
Section 3.01. Committee and Administrative Committee Duties. This Plan
shall be administered by the Committee. A majority of the members of the
Committee shall constitute a quorum for the transaction of business. All
resolutions or other action taken by the Committee shall be by a vote of a
majority of its members present at any meeting or, without a meeting, by an
instrument in writing signed by all its members. Members of the Committee may
participate in a meeting of such committee by means of a conference telephone or
similar communications equipment that enables all persons participating in the
meeting to hear each other, and such participation in a meeting shall constitute
presence in person at the meeting and waiver of notice of such meeting.
The Committee shall be responsible for the administration of this Plan and
shall have all powers necessary to administer this Plan, including discretionary
authority to determine eligibility for benefits and to decide claims under the
terms of this Plan, except to the extent that any such powers are vested in any
other person administering this Plan by the Committee. The Committee may from
time to time establish rules for the administration of this Plan, and it shall
have the exclusive right to interpret this Plan and to decide any matters
arising in connection with the administration and operation of this Plan. All
rules, interpretations and decisions of the Committee shall be conclusive and
binding on the Company, Participants and Beneficiaries.
The Committee has delegated to the Administrative Committee responsibility
for performing certain administrative and ministerial functions under this Plan.
The Administrative Committee shall be responsible for the day-to-day operation
of the Plan and shall have such authority as is required to perform its
responsibilities except to the extent such authority or responsibility is
reserved to the Committee under this Plan or otherwise. The Committee shall have
discretion to delegate to the Administrative Committee such additional duties as
it may determine. The Administrative Committee may designate one of its members
as a chairperson and may retain and supervise outside providers, third party
administrators, record keepers and professionals (including in-house
professionals) to perform any or all of the duties delegated to it hereunder.
Neither the Committee nor a member of the Board nor any member of the
Administrative Committee shall be liable for any act or action hereunder,
whether of omission or commission, by any other member or employee or by any
agent to whom duties in connection with the administration of this Plan have
been delegated or for anything done or omitted to be done in connection with
this Plan. The Committee and the Administrative Committee shall keep records of
all of their respective proceedings and the Administrative Committee shall keep
records of all payments made to Participants or Beneficiaries and payments made
for expenses or otherwise.
The Company shall, to the fullest extent permitted by law, indemnify each
director, officer or employee of the Company (including the heirs, executors,
administrators and other personal representatives of such person), each member
of the Committee and Administrative Committee against expenses (including
attorneys' fees), judgments, fines, amounts paid in settlement, actually and
reasonably incurred by such person in connection with any threatened, pending or
actual suit, action or proceeding (whether civil, criminal, administrative or
investigative in nature or otherwise) in which such person may be involved by
reason of the fact that he or she is or was serving this Plan in any capacity at
the request of the Company, the Committee or Administrative Committee.
Any expense incurred by the Company, the Committee or the Administrative
Committee relative to the administration of this Plan shall be paid by the
Company and/or may be deducted from the Deferral Accounts of the Participants as
determined by the Committee.
Section 3.02. Claim Procedure. If a Participant or Beneficiary makes a
written request alleging a right to receive payments under this Plan or alleging
a right to receive an adjustment in benefits being paid under this Plan, such
actions shall be treated as a claim for benefits. All claims for benefits under
this Plan shall be sent to the Administrative Committee. If the Administrative
Committee determines that any individual who has claimed a right to receive
benefits, or different benefits, under this Plan is not entitled to receive all
or any part of the benefits claimed, the Administrative Committee shall inform
the claimant in writing of such determination and the reasons therefor in terms
calculated to be understood by the claimant. The notice shall be sent within 90
days of the claim unless the Administrative Committee determines that additional
time, not exceeding 90 days, is needed and so notifies the Participant. The
notice shall make specific reference to the pertinent Plan provisions on which
the denial is based, and shall describe any additional material or information
that is necessary. Such notice shall, in addition, inform the claimant of the
procedure that the claimant should follow to take advantage of the review
procedures set forth below in the event the claimant desires to contest the
denial of the claim. The claimant may within 90 days thereafter submit in
writing to the Administrative Committee a notice that the claimant contests the
denial of his or her claim and desires a further review by the Committee. The
Committee shall within 60 days thereafter review the claim and authorize the
claimant to review pertinent documents and submit issues and comments relating
to the claim to the Committee. The Committee will render a final decision on
behalf of the Company with specific reasons therefor in writing and will
transmit it to the claimant within 60 days of the written request for review,
unless the Chairperson of the Committee determines that additional time, not
exceeding 60 days, is needed, and so notifies the Participant. If the
Administrative Committee fails to respond to a claim filed in accordance with
the foregoing within 60 days or any such extended period, the Company shall be
deemed to have denied the claim.
ARTICLE IV.
PARTICIPATION
Section 4.01. Participation. Participation in the Plan shall be limited to
a select group of management and highly compensated employees who (i) meet such
eligibility criteria as the Committee shall establish from time to time, and
(ii) elect to participate in this Plan by filing a Participation Agreement or
Stock Option Gain Deferral Agreement with the Administrative Committee, or (iii)
an individual whose account has been transferred pursuant to Section 6.03. A
Participation Agreement must be filed prior to the December 31st immediately
preceding the Plan Year for which it is effective. The Administrative Committee
shall have the discretion to establish special deadlines regarding the filing of
Participation Agreements and Stock Option Gain Deferral Agreements for
Participants.
Section 4.02. Contents of Participation Agreement. Subject to Article VIII,
each Participation Agreement shall set forth: (i) the amount of Eligible
Compensation for the Plan Year or performance period to which the Participation
Agreement relates that is to be deferred under the Plan (the "Deferred Amount"),
which shall be expressed in the following manner (or in such other manner as the
Committee shall prescribe): (a) as a percentage or specified amount of all or a
specified portion of Base Salary, Bonus Compensation and/or commissions, (b) as
a portion of Base Salary equal to any Excess Contributions received in a Plan
Year, and/or (c) as a portion of Base Salary in excess of the "contribution and
benefit base," as determined under Section 230 of the Social Security Act (the
"Social Security Wage Base"), that would have been withheld from the
Participant's Base Salary during the remainder of the Plan Year to satisfy the
Participant's portion of the Social Security Tax had the Participant's total
wages not exceeded the Social Security Wage Base; provided, that the minimum
Deferred Amount for any Plan Year or performance period shall be $2,000; (ii)
the period after which payment of the Deferred Amount is to be made or begin to
be made (the "Deferral Period"), which shall be the earlier of (A) a number of
full years, not less than three, and (B) the period ending upon the Retirement
or prior termination of employment of the Participant; and (iii) the form in
which payments are to be made, which may be a lump sum or in substantially equal
annual installments of 5, 10, or 15 years.
Section 4.03. Modification or Revocation of Election by Participant. A
Participant may not change the amount of his Deferrals during a Plan Year.
However, a Participant may discontinue a Base Salary Deferral election at any
time by filing, on such forms and subject to such limitations and restrictions
as the Administrative Committee may prescribe in its discretion, a revised
Participation Agreement with the Administrative Committee. If approved by the
Administrative Committee, revocation shall take effect as soon as practicably
possible. If a Participant discontinues a Base Salary Deferral election during a
Plan Year, he will not be permitted to elect to make Base Salary Deferrals again
until the next Plan Year. In addition, the Deferral Period may be extended if an
amended Participation Agreement is filed with the Administrative Committee at
least one full calendar year before the Deferral Period (as in effect before
such amendment) ends; provided, that only one such amendment may be filed with
respect to each Participation Agreement. Under no circumstances may a
Participant's Participation Agreement be made, modified or revoked
retroactively, nor may a deferral period be shortened or reduced.
ARTICLE V.
STOCK OPTION GAIN DEFERRALS
Section 5.01. Subject to provisions of this Article V, Participants may
elect to defer receipt and distribution of the gain related to the exercise of
Options and resulting Gain Shares until the end of an elected Deferral Period by
filing a Stock Option Gain Deferral Agreement with the Administrative Committee.
The stock option gain deferral features of the Plan are effective for deferral
elections made on or after November 1, 2001.
Section 5.02. Timing of Filing Stock Option Gain Deferral Agreement. A
Stock Option Gain Deferral Agreement must be filed at least six months prior to
the date of exercise and prior to the calendar year in which occurs the date of
exercise.
Section 5.03. Contents of Stock Option Gain Deferral Agreement. Each Stock
Option Gain Deferral Agreement shall set forth: (i) the number of Options
subject to deferral, (ii) the date of grant of the Options; (iii) the Deferral
Period, which is not to be less than three years; (iv) any other item determined
to be appropriate by the Administrative Committee. A Participant may elect to
defer gain on 25%, 50%, 75% or 100% of the Options exercised on any one date of
exercise.
Section 5.04. Manner of Exercising Option Shares. A Participant who desires
to exercise an Option and to defer current receipt and distribution of the
related Gain Shares must follow the procedures and requirements that are
applicable to the Option under the MPS Group, Inc. Option Stock Plan, including
the procedures and requirements relating to the exercise of an Option; provided,
however, that in the case of a deferral of Gain Shares under this Plan, the
Participant shall only be permitted to tender Consideration Shares to pay the
entire exercise price for any such Option exercised. Notwithstanding the
foregoing, the Administrative Committee may in its discretion accept the
Participant's attestation that he or she owns the number of Consideration Shares
necessary to effectuate the stock swap contemplated hereunder.
Section 5.05. Determination of Gain Shares. Upon exercise of an Option, the
Gain Shares from which the Participant has elected to defer hereunder shall be
determined as follows: (i) the aggregate exercise price for all exercised Option
shares subject to the Participant's Stock Option Gain Deferral Agreement shall
be determined; (ii) the number of Consideration Shares needed to pay the
exercise price for such Option shares shall be determined; (iii) the difference
between the number of exercised Option shares subject to the Participant's Stock
Option Gain Deferral Agreement and the number of Consideration Shares shall be
the number of Gain Shares resulting from such exercise less any applicable
withholdings that are satisfied in the form of Common Stock. Any fractional Gain
Share that results from the computations hereunder shall be rounded up to the
nearest whole number.
Section 5.06. Conversion of Gain Shares to Phantom Share Units. As of the
date of exercise, Gain Shares shall be converted to Phantom Share Units by
dividing the amount of the aggregate Fair Market Value of the Gain Shares as of
the date of exercise by the Fair Market Value of one share of Common Stock as of
the date of exercise. The resulting number of Phantom Share Units shall be
credited to the Participant's Gain Share Account. A Participant shall always be
100% vested in his or her Gain Share Account. Any fractional Phantom Share Unit
that results from the computations hereunder shall be rounded up to the nearest
whole number.
Section 5.07. Changes to the Stock Option Gain Deferral Agreement. A Stock
Option Gain Deferral Agreement may not be amended or revoked after the day on
which it is filed with the Administrative Committee, except that the Deferral
Period may be extended if an amended Stock Option Gain Deferral Agreement is
filed with the Administrative Committee at least one full calendar year before
the Deferral Period (as in effect before such amendment) ends, provided that
only one such amendment may be filed with respect to each Stock Option Gain
Agreement. Under no circumstances may a Participant's Stock Option Gain Deferral
Agreement be made, modified or revoked retroactively, nor may a deferral period
be shortened or reduced.
Section 5.08. Failure to Properly Exercise. If a Participant makes a valid
election under this Article V to defer Gain Shares and if the Option expires
without a proper exercise of the Option by the Participant or if the Participant
fails to properly tender or attest to the Consideration Shares upon exercise of
the option, the Participant shall forfeit any opportunity to defer gain with
respect to such Option.
Section 5.09. Deliver of Gain Shares. The Gain Shares may be physically
delivered to the rabbi trustee or delivered to such other entity as may be
designated by the Committee for safe keeping of such shares.
ARTICLE VI.
DEFERRED COMPENSATION
Section 6.01. Elective Deferred Compensation. The Deferred Amount of a
Participant with respect to each Plan Year of participation in the Plan shall be
credited by the Administrative Committee to the Participant's Deferral Account
as and when such Deferred Amount would otherwise have been paid to the
Participant. To the extent that the Company is required to withhold any taxes or
other amounts from the Deferred Amount pursuant to any state, Federal, local or
foreign law, such amounts shall be taken out of other compensation eligible to
be paid to the Participant that is not deferred under this Plan.
Section 6.02. Vesting of Deferral Account. Except as provided in Section
8.02, a Participant shall be 100% vested in his/her Deferral Account at all
times.
Section 6.03. Prior Plan Allocation. As of the Effective Date, amounts
allocated to the account of each participant under any prior deferred
compensation plan maintained by the Company shall be transferred and allocated
to the Participant's Account established under this Plan; per elections made by
the Participant on the Prior Plan Transfer Agreement.
ARTICLE VII.
MAINTENANCE AND INVESTMENT OF ACCOUNTS
Section 7.01. Maintenance of Accounts. Separate Deferral Accounts shall be
maintained for each Participant. More than one Deferral Account may be
maintained for a Participant as necessary to reflect (a) various Hypothetical
Investment Benchmarks and/or (b) separate Participation Agreements specifying
different Deferral Periods and/or Forms of Payment. A Participant's Deferral
Account(s) shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to the Participant pursuant to this
Plan, and shall not constitute or be treated as a trust fund of any kind. The
Administrative Committee shall determine the balance of each Deferral Account,
as of each Valuation Date, by adjusting the balance of such Deferral Account as
of the immediately preceding Valuation Date to reflect changes in the value of
the deemed investments thereof, credits and debits pursuant to Section 6.01 and
Section 7.02 and distributions pursuant to Article VIII with respect to such
Deferral Account since the preceding Valuation Date.
Section 7.02. Hypothetical Investment Benchmarks.
(a) Each Participant shall be entitled to direct the manner in which
his/her Deferral Accounts will be deemed to be invested, selecting among
the Hypothetical Investment Benchmarks specified in Appendix A hereto, as
amended by the Committee from time to time, and in accordance with such
rules, regulations and procedures as the Committee may establish from time
to time. Notwithstanding anything to the contrary herein, earnings and
losses based on a Participant's investment elections shall begin to accrue
as of the date such Participant's Deferral Amounts are credited to his/her
Deferral Accounts.
(b) (i) The Hypothetical Investment Benchmarks available for Deferral
Accounts from time to time may include a "MPS Group, Inc. Stock Fund." The
MPS Group, Inc. Stock Fund shall consist of deemed investments in shares of
MPS Group, Inc. Common Stock. Deferred Amounts that are deemed to be
invested in the MPS Group, Inc. Stock Fund shall be converted into Phantom
Share Units based upon the Fair Market Value of the Common Stock as of the
date(s) the Deferred Amounts are to be credited to a Deferral Account. The
portion of any Deferral Account that is invested in the MPS Group, Inc.
Stock Fund shall be credited, as of each Valuation Date, with additional
Phantom Share Units of Common Stock with respect to cash dividends paid on
the Common Stock with record dates during the period beginning on the day
after the most recent preceding Valuation Date and ending on such Valuation
Date.
(ii) When a reallocation or a distribution of all or a portion of
a Deferral Account that is invested in the MPS Group, Inc. Stock Fund
is to be made, the balance in such a Deferral Account shall be
determined by dividing the Fair Market Value of one share of Common
Stock on the most recent Valuation Date preceding the date of such
reallocation or distribution into the number of Phantom Share Units to
be reallocated or distributed. Upon a lump sum distribution, the
amounts in the MPS Group, Inc. Stock Fund shall be distributed in the
form of cash having a value equal to the Fair Market Value of a
comparable number of actual shares of Common Stock, or a combination
thereof, as determined by the Committee.
(iii) In the event of a stock dividend, split-up or combination
of the Common Stock, merger, consolidation, reorganization,
recapitalization, or other change in the corporate structure or
capitalization affecting the Common Stock, such that an adjustment is
determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended
to be made available under this Plan, then the Committee may make
appropriate adjustments to the number of deemed shares credited to any
Deferral Account. The determination of the Committee as to such
adjustments, if any, to be made shall be conclusive.
(iv) Notwithstanding any other provision of this Plan, the MPS
Group, Inc. Executive Deferred Compensation Committee shall adopt such
procedures as it may determine are necessary to ensure that with
respect to any Participant who is actually or potentially subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, the
crediting of deemed shares to his or her Deferral Account is not
deemed to be a non-exempt purchase for purposes of such Section 16(b),
including without limitation requiring that no shares of Common Stock
or cash relating to such deemed shares may be distributed for six
months after being credited to such Deferral Account.
Section 7.03. Statement of Accounts. The Administrative Committee shall submit
to each Participant quarterly statements of his/her Deferral Account(s) and Gain
Share Account(s), in such form as the Administrative Committee deems desirable,
setting forth the balance to the credit of such Participant in his/her Deferral
Account(s) and Gain Share Account(s) as of the end of the most recently
completed quarter.
ARTICLE VIII.
BENEFITS
Section 8.01. Time and Form of Payment. At the end of the Deferral Period
for each Deferral Account, the Company shall pay to the Participant the balance
of such Deferral Account at the time or times elected by the Participant in the
applicable Participation Agreement; provided that if the Participant has elected
to receive payments from a Deferral Account in a lump sum, the Company shall pay
the balance in such Deferral Account (determined as of the most recent Valuation
Date preceding the end of the Deferral Period) in a lump sum in cash (plus any
shares of Common Stock that the Administrative Committee elects to deliver from
any investment in the MPS Group, Inc. Stock Fund) as soon as practicable after
the end of the Deferral Period. If the Participant has elected to receive
payments from a Deferral Account in installments, the Company shall make annual
cash payments from such Deferral Account, each of which shall consist of an
amount equal to (i) the balance of such Deferral Account as of the most recent
Valuation Date preceding the payment date times (ii) a fraction, the numerator
of which is one and the denominator of which is the number of remaining
installments (including the installment being paid). The first such installment
shall be paid as soon as practicable after the end of the Deferral Period and
each subsequent installment shall be paid on or about the anniversary of such
first payment. Each such installment shall be deemed to be made on a pro rata
basis from each of the different deemed investments of the Deferral Account (if
there is more than one such deemed investment). At the end of the Deferral
Period for each Gain Share Account, the Company shall deliver to the Participant
the balance of such Gain Share Account at the time or times elected by the
Participant in the applicable Stock Option Gain Deferral Agreement in the form
of actual shares of Common Stock.
Section 8.02. Matching Contribution. Each Participant who elects to make
deferrals of Eligible Compensation to the Plan may receive a Matching
Contribution equal to a formula that the Committee shall determine from time to
time. Matching Contributions will be credited to the Participant's Deferral
Account at such time as the Committee may determine and shall be invested per a
Participant's deferral elections for related Deferred Compensation, or in
hypothetical common shares of MPS Group, Inc., or both as determined by the
Committee. The Matching Contribution shall be distributed to the participant
according to the election made by the participant governing his/her deferrals
and will vest according to the provisions governing matching contributions in
the Company's 401 (k) plan.
Section 8.03. Retirement. Subject to Section 8.01 and Section 8.06 hereof,
if a Participant has elected to have the balance of his/her Deferral Account or
Gain Share Account distributed upon Retirement, the account balance of the
Participant (determined as of the most recent Valuation Date preceding such
Retirement) shall be distributed upon Retirement in installments or a lump sum
in accordance with the Plan and as elected in the Participant Agreement.
Section 8.04. In-Service Distributions. Subject to Section 8.01 and Section
8.06 hereof, if a Participant has elected to defer Eligible Compensation under
the Plan for a stated number of years, the balance of the Participant's Deferred
Account, or Gain Shares Account, as the case may be, (determined as of the most
recent Valuation Date preceding such Deferral Period) shall be distributed in
installments or a lump sum in accordance with the Plan and as elected in the
Participant Agreement, Prior Plan Transfer Agreement or Stock Option Gain
Deferral Agreement, as the case may be.
Section 8.05. Other Than Retirement. Notwithstanding the provisions of
Section 8.03 and Section 8.04 hereof and any Participation Agreement, Prior Plan
Transfer Agreement or Stock Option Gain Deferral Agreement, as the case may be,
if a Participant dies, has a Termination of Employment or Disability prior to
Retirement and prior to receiving full payment of his/her Deferral Account(s),
the Company shall pay the remaining balance (determined as of the most recent
Valuation Date preceding such event) to the Participant or the Participant's
Beneficiary or Beneficiaries (as the case may be) in a lump sum in cash or in
Common Stock with respect to payment of Gain Share Accounts and amounts invested
in the MPS Group, Inc. Stock Fund (notwithstanding Section 8.01 hereof) as soon
as practicable following the occurrence of such event, unless the Administrative
Committee in its sole discretion determines otherwise. Subject to Section
7.02(a) hereof, the amount distributable under the preceding sentence of this
Section 8.05 shall be based on the Participant's investment elections.
Section 8.06. Hardship Withdrawals. Notwithstanding the provisions of
Section 8.01 and any Participation Agreement, a Participant shall be entitled to
early payment of all or part of the balance in his/her Deferral Account(s)
(and/or Gain Shares Accounts) in the event of an Unforeseeable Emergency, in
accordance with this Section 8.06. A distribution pursuant to this Section 8.06
may only be made to the extent reasonably needed to satisfy the Unforeseeable
Emergency need, and may not be made if such need is or may be relieved (i)
through reimbursement or compensation by insurance or otherwise, (ii) by
liquidation of the Participant's assets to the extent such liquidation would not
itself cause severe financial hardship, or (iii) by cessation of participation
in the Plan. An application for an early payment under this Section 8.06 shall
be made to the Administrative Committee in such form and in accordance with such
procedures as the Administrative Committee shall determine from time to time.
The determination of whether and in what amount and form a distribution will be
permitted pursuant to this Section 8.06 shall be made by the Administrative
Committee.
Section 8.07. Voluntary Early Withdrawal. Notwithstanding the provisions of
Section 8.01 and any Participation Agreement, a Participant shall be entitled to
elect to withdraw all of the balance in his/her Deferral Account(s) (and/or Gain
Shares Accounts) in accordance with this Section 8.07 by filing with the
Administrative Committee such forms, in accordance with such procedures, as the
Administrative Committee shall determine from time to time. As soon as
practicable after receipt of such form by the Administrative Committee, the
Company shall pay an amount equal to ninety percent of the vested balance in
such Participant's Deferral Account(s) (determined as of the most recent
Valuation Date preceding the date such election is filed) to the electing
Participant in a lump sum in cash, and the Participant shall forfeit the
remainder of such Deferral Account(s). All Participation Agreements previously
filed by a Participant who elects to make a withdrawal under this Section 8.07
shall be null and void after such election is filed (including without
limitation Participation Agreements with respect to Plan Years or performance
periods that have not yet been completed), and such a Participant shall not
thereafter be entitled to file any Participation Agreements under the Plan with
respect to the first Plan Year that begins after such election is made.
Section 8.08. Change of Control. In the event of a Change of Control that
is recommended for approval to the shareholders by the Board, no immediate
special payment shall be made to any Participant and the terms and conditions of
the Plan shall remain in full force and effect. Notwithstanding anything
contained in this Plan to the contrary, upon a hostile Change of Control, the
Company shall immediately pay to each Participant in a lump sum in cash or in
Common Stock with respect to payment of Gain Share Accounts and amounts invested
in the MPS Group, Inc. Stock Fund the balance in his/her Deferral Account(s)
(determined as of the most recent Valuation Date preceding the Change of
Control). Hostile Change of Control is defined as a Change of Control which the
Board recommends to the shareholders that they not approve.
Section 8.09. Withholding of Taxes. Notwithstanding any other provision of
this Plan, any payments made hereunder shall be subject to tax withholdings
under any applicable law or regulation.
ARTICLE IX.
BENEFICIARY DESIGNATION
Section 9.01. Beneficiary Designation. Each Participant shall have the
right, at any time, to designate any person, persons or entity as his
Beneficiary or Beneficiaries. A Beneficiary designation shall be made, and may
be amended, by the Participant by filing a written designation with the
Administrative Committee, on such form and in accordance with such procedures as
the Administrative Committee shall establish from time to time.
Section 9.02. No Beneficiary Designation. If a Participant fails to
designate a Beneficiary as provided above, or if all designated Beneficiaries
predecease the Participant, then the Participant's Beneficiary shall be deemed
to be the Participant's estate.
ARTICLE X.
AMENDMENT AND TERMINATION OF PLAN
Section 10.01. Amendment. The Board or the Committee may at any time amend
this Plan in whole or in part, provided, however, that no amendment shall be
effective to decrease the balance in any Deferral Account or Gain Share Account
as accrued at the time of such amendment, nor shall any amendment otherwise have
a retroactive effect.
Section 10.02. Company's Right to Terminate. The Board or the Committee may
at any time terminate the Plan with respect to future Participation Agreements.
The Board or the Committee may also terminate the Plan in its entirety at any
time for any reason, including without limitation if, in its judgment, the
continuance of the Plan, the tax, accounting, or other effects thereof, or
potential payments thereunder would not be in the best interests of the Company,
and upon any such termination, the Company shall immediately pay to each
Participant in a lump sum the accrued balance in his Deferral Account(s) and
Gain Share Account(s) (determined as of the most recent Valuation Date preceding
the termination date).
ARTICLE XI.
MISCELLANEOUS
Section 11.01. Unfunded Plan. This Plan is intended to be an unfunded plan
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees, within the meaning
of Sections 201, 301 and 401 of ERISA. All payments pursuant to the Plan shall
be made from the general funds of the Company and no special or separate fund
shall be established or other segregation of assets made to assure payment. No
Participant or other person shall have under any circumstances any interest in
any particular property or assets of the Company as a result of participating in
the Plan. Notwithstanding the foregoing, the Company may (but shall not be
obligated to) create one or more grantor trusts, the assets of which are subject
to the claims of the Company's creditors, to assist it in accumulating funds to
pay its obligations under the Plan.
Section 11.02. Nonassignability. Except as specifically set forth in the
Plan with respect to the designation of Beneficiaries, neither a Participant nor
any other person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or
convey in advance of actual receipt the amounts, if any, payable hereunder, or
any part thereof, which are, and all rights to which are, expressly declared to
be unassignable and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure or sequestration for the payment
of any debts, judgments, alimony or separate maintenance owed by a Participant
or any other person, nor be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency.
Section 11.03. Validity and Severability. The invalidity or
unenforceability of any provision of this Plan shall not affect the validity or
enforceability of any other provision of this Plan, which shall remain in full
force and effect, and any prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.
Section 11.04. Governing Law. The validity, interpretation, construction
and performance of this Plan shall in all respects be governed by the laws of
the State of Florida, without reference to principles of conflict of law, except
to the extent preempted by federal law.
Section 11.05. Employment Status. This Plan does not constitute a contract
of employment or impose on the Participant or the Company any obligation for the
Participant to remain an employee of the Company or change the status of the
Participant's employment or the policies of the Company and its affiliates
regarding termination of employment.
Section 11.06. Underlying Incentive Plans and Programs. Nothing in this
Plan shall prevent the Company from modifying, amending or terminating the
compensation or the incentive plans and programs pursuant to which cash awards
are earned and which are deferred under this Plan.
Section 11.07. Successors. MPS Group, Inc. and any other Company shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of its business, stock
or assets to expressly assume and agree to perform under this Plan in the same
manner and to the same extent that MPS Group, Inc. or such other Company, as the
case may be, would be required to perform as if no such succession had taken
place. As used in this Agreement, "MPS Group, Inc." and the "Company" shall mean
any successor that expressly assumes and agrees to perform this Plan or which
otherwise becomes bound by all the terms and provisions of this Plan by
operation of law.
APPENDIX A
MONY Money Market
MONY Interm-Term Bond
Fidelity Asset Manager
T. Rowe Price Equity-Inc.
Dreyfus Appreciation
Fidelity Contrafund
Enterprise Growth A
Janus Aspen Aggressive Growth Institutional
Janus Aspen International Growth Institutional
Enterprise Small Co Value A
Dreyfus Small Cap Stock Index
MPS Group, Inc. Stock Fund