ACCUSTAFF INCORPORATED
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR STOCK PLAN
AMENDED AND RESTATED
ACCUSTAFF INCORPORATED
NON-EMPLOYEE DIRECTOR STOCK PLAN
PURPOSES
The purposes of the AccuStaff Incorporated Non-Employee Director Stock
Option Plan are to provide an incentive and reward to the Company's non-employee
directors.
DEFINITIONS
2.1 For purposes of the Plan the following terms shall have the definition which
is attributed to them unless another definition is clearly indicated by a
particular usage and context.
(a) 'Agreement' means the written document issued by the Board to a Participant
whereby an Award is made to that Participant.
(b) 'Award' means the issuance pursuant to the Plan of an Option.
(c) 'Awarded Shares' means Shares subject to outstanding Awards.
(d) 'Board' means the Company's Board of Directors.
(e) "Change in Control" shall mean the occurrence of either of the following
events:
(i) A change in the composition of the Board of Directors as a result of which
fewer than one-half of the incumbent directors are directors who either:
(1) Had been directors of the Company 24 months prior to such change; or
(2) Were elected, or nominated for election, to the Board of Directors with the
affirmative votes of at least a majority of the directors who had been directors
of the Company 24 months prior to such change and who were still in office at
the time of the election or nomination; or
8
(ii) Any "person" (as such term is used in sections 13(d) and 14(d) of the
Exchange Act), other than any person who is a shareholder of the Company on or
before the effective date of the Plan, by the acquisition or aggregation of
Securities is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 50 percent or more of the combined voting
power of the Company's then outstanding securities ordinarily (and apart from
rights accruing under special circumstances) having the right to vote at
elections of directors (the "Base Capital Stock"); except that any change in the
relative beneficial ownership of the Company's securities by any person
resulting solely from a reduction in the aggregate number of outstanding shares
of Base Capital Stock, and any decrease thereafter in such person's ownership of
securities, shall be disregarded until such person increases in any manner,
directly or indirectly, such person's beneficial ownership of any securities of
the Company.
(f) 'Code'means the Internal Revenue Code of 1986, as amended.
(g) 'Company' means AccuStaff Incorporated, a corporation incorporated under the
laws of the state of Florida, and any successor thereto.
(h) 'Director' means a member of the Board.
(i) 'Effective Date of Grant' means the effective date of grant for each Option
established by Section 5.1 of the Plan.
(j) 'Employee' means any individual who performs services as a common law
employee for the Company, a Parent or Subsidiary, and is included on the regular
payroll of the Company, a Parent or Subsidiary.
(k) 'Fair Market Value' means the value established by the Board based upon such
factors as the Board in its sole discretion shall decide including, but not
limited to, a valuation prepared by an independent third party appraiser
selected, or approved, by the Board. If at any time the Stock is traded on an
established trading system, it means the last sale price reported on any stock
exchange or over-the-counter trading system on which Shares are trading on a
specified date or, if not so trading, the average of the closing bid and asked
prices for a Share on a specified date. If no sale has been made on the
specified date, then prices on the last preceding day on which any such sale
shall have been made shall be used in determining fair market value under either
method prescribed in the previous sentence.
(l) 'Option' means the right to purchase from the Company a stated number of
Shares at a specified price.
(m) 'Option Price' means the purchase price per Share subject to an Option.
(n) 'Parent' means any corporation (other than the Company) in an unbroken chain
of corporations ending with the Company if, at the time of a granting of an
option, each of the corporations (other than the Company) in the unbroken chain
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain within the
meaning of Code Section 424(e) and any regulations or rulings promulgated
thereunder.
(o) 'Participant' means a Director who has received an Award under the Plan.
(p) 'Permanent and Total Disability' shall have the same meaning as given to
that term by Code Section 22(e)(3) and any regulations or rulings promulgated
thereunder.
(q) 'Plan' means the AccuStaff Incorporated Non-Employee Director Stock Plan, as
evidenced herein and as amended from time to time.
(r) 'Rule 16b-3" means Rule 16b-3 as promulgated by the Securities and Exchange
Commission under the 1934 Act, or any successor rule or regulation thereto.
(s) 'Share' means one share of the common stock, $.01 par value, of the Company.
(t) 'Subsidiary' means any corporation in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of the Award, each of
the corporations (other than the last corporation) in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain, within the meaning of
Code Section 424(f) and any regulations or rulings promulgated thereunder.
(u) '1933 Act' means the Securities Act of 1933, as amended.
(v) '1934 Act' means the Securities Exchange Act of 1934, as amended.
ADMINISTRATION
3.1 The Plan is intended to meet the requirements of Rule 16b-3 adopted under
the 1934 Act and accordingly is intended to be self-governing. To this end, the
Plan requires no discretionary action by any administrative body with regard to
any transaction under the Plan.
3.2 The Plan shall be administered by the full Board.
3.3 The action of a majority of the Board at which a quorum is present, or an
action approved in writing by a majority of the Board, shall be the valid
actions of the Board.
3.4 The Board shall have the authority to interpret and construe the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the details and provisions of each Agreement and make all other determinations
necessary or advisable for the administration of the Plan, including, without
limitation, the amending or modifying of outstanding Options or Awards, provided
that the Participant consents to such action. The Board shall also have the
discretion and authority to specify, with respect to Options or Awards of a
particular Participant, the effect upon such Participant's right to exercise an
Option or Award upon death, which effect might include acceleration of the date
at which an Option or Award may be exercised in full; provided, however, that in
no event may an Option or Award be exercised after the expiration of ten (10)
years from the Effective Date of Grant. The interpretation and construction by
the Board of any provisions of the Plan or any Option or Award granted under it
and all actions of the Board shall be binding on all parties hereto. No member
of the Board shall be liable for any action or determination made in good faith
with respect to the Plan or any Option or Award granted under it.
ELIGIBILITY
4.1 Each Director who is not an Employee shall be a Participant.
AWARD OF OPTION
5.1 (a) On the date on which a Participant is first elected or appointed as a
Director of the Company during the existence of the Plan, such Participant shall
automatically be granted a non-qualified Option to purchase 60,000 Shares (an
'Initial Grant').
(b) Each year on the date on which a Participant is reelected as a Director of
the Company during the existence of the Plan, such Participant shall
automatically be granted a non-qualified Option to purchase 20,000 Shares (an
'Annual Grant').
(c) The maximum number of Shares (underlying Options granted pursuant to
Sections 5.1(a) and 5.1(b)) granted to a Participant serving as a Director of
the Company prior to the Company's 1996 annual meeting of stockholders shall not
exceed 160,000 during the lifetime of his service to the Company. The maximum
number of Shares (underlying Options granted pursuant to Sections 5.1(a) and
5.1(b)) granted to a Participant first elected a Director of the Company on or
after the Company's 1996 annual meeting of stockholders shall not exceed 100,000
during the lifetime of his service to the Company.
(d) The Board shall have the authority to grant additional Options, in
excess of those described in Sections 5.1(a) and 5.1(b), to a Participant as the
Board may determine in its discretion.
5.2 The Option Price per share shall be the Fair Market Value of a Share on the
Effective Date of Grant.
STOCK
6.1 The aggregate number of Shares which may be issued under the Plan shall be
1,600,000 Shares.
6.2 In the event that any outstanding Award under the Plan expires or is
terminated for any reason, the Awarded Shares subject to that Award may again be
the subject of an Award under the Plan.
TERMS AND CONDITIONS
7.1 Awards granted pursuant to the Plan shall be evidenced by Agreements, which
Agreements shall contain or shall be subject to the following terms and
conditions, whether or not such terms and conditions are specifically included
therein:
(a) Number of Shares. Each Initial Grant Agreement shall state that it pertains
to 60,000 Shares. Each Annual Grant Agreement shall state that is pertains to
20,000 Shares.
(b) Date. Each Agreement shall state the Effective Date of Grant.
(c) Price. Each Agreement shall state the Option Price.
(d) Method and Time of Payment. With respect to any Award, or portion thereof,
the Option Price shall be payable on the exercise of the Award and shall be paid
in cash, in Shares (including Shares acquired pursuant to the Plan), or a
combination of both. Shares transferred in payment of the Option Price shall be
valued as of date of transfer based on their then Fair Market Value.
(e) Transfer of Option or Stock. No Award shall be transferable by the
Participant, except by will or the laws of descent and distribution or to the
extent such transfer is to a member of the Optionee's immediate family or to a
trust for the benefit of such an immediate family member. If an option is
transferred to any member of the Optionee's immediate family or to a trust for
the benefit of such an immediate family member, it shall be exercisable solely
by the transferee.
(f) Recapitalization. Appropriate adjustments shall be made in the number of
Awarded Shares and in the aggregate number of Shares which may be issued under
the Plan in order to give effect to changes made in the number of outstanding
Shares as a result of a merger, consolidation, recapitalization,
reclassification, combination, stock dividend, stock split, or other relevant
change. Notwithstanding the foregoing, (i) Options subject to grant or
previously granted under the Plan at the time of any event described above shall
be subject to only such adjustment as shall be necessary to maintain the
proportionate interest of the Participant and preserve, without exceeding, the
value of such Options, and (ii) the number of Shares subject to award under the
Plan at the time of any event described above shall be subject to only such
adjustment as shall be necessary to maintain the relative proportionate interest
represented by such Shares immediately prior to any such event.
(g) Investment Purpose.
(i) The Company shall not be obligated to sell or issue any Shares pursuant to
any Award unless such Shares are at the time effectively registered or
exempt from registration under the 1933 Act. The determination of whether a
Share is exempt from registration shall be made by the Company's legal
counsel and its determination shall be conclusive and binding on all
parties hereto.
(ii) Notwithstanding anything in the Plan to the contrary, each Award under the
Plan shall be granted on the condition that the purchases of Shares
thereunder shall be for investment purposes and not with a view for resale
or distribution except that in the event the Shares subject to such Award
are registered under the 1933 Act, or in the event of a resale of such
Shares without such registration that would otherwise be permissible, such
condition shall be inoperative if in the opinion of counsel for the Company
such condition is not required under the 1933 Act or any other applicable
law, regulation, or rule of any governmental agency.
(h) Vesting Schedule. An Option may not be exercised prior to the date it is
vested. Each Initial Grant shall be subject to a vesting schedule which will
provide that 20% of the total Shares subject to the Option shall vest on each of
the first five (5) anniversaries of the Effective Grant Date. Each Annual Grant
shall be subject to a vesting schedule which will provide that 33 1/3% of the
total Shares subject to the Option shall vest on each of the first three (3)
anniversaries of the Effective Grant Date.
(i) Duration of Award. Options granted pursuant to the Plan will have a term of
ten (10) years from the Effective Date of Grant. An Option granted pursuant to
an Award shall terminate when it has been fully exercised, unless terminated
sooner pursuant to the provisions of this paragraph 7.1(i).
If for any reason a Participant ceases to be a Director of the Company one
year or more after the Director's initial election or appointment to the Board
while holding an Option granted under the Plan, such Options as have vested on
or prior to such time shall continue to be exercisable for a period of three (3)
years after such termination or the remainder of the term of the Option,
whichever is shorter. If for any reason a Participant ceases to be a Director of
the Company within one year after the Director's initial election or appointment
to the Board, such Option shall be canceled as of the date of such termination.
(j) Effect of Death or Disability. The Committee may determine, at the time
of granting an Option or thereafter, the affect upon an individual's right to
exercise such Option of the individual's death or Disability, which affect may
include immediate or deferred termination of such individual's rights under the
Option, or acceleration of the date at which an Option may be exercised in full.
(k) Effect of Change in Control. The Committee may determine, at the time
of granting an Option or thereafter, that such Option shall become exercisable
on an accelerated basis in the event that a Change in Control occurs with
respect to the Company (and the Committee shall have the discretion to modify
the definition of a Change in Control in a particular Option Agreement). If the
Committee finds that there is a reasonable possibility that, within the
succeeding six months, a Change in Control will occur with respect to the
Company, then the Committee may determine that all outstanding Options shall be
exercisable on an accelerated basis.
7.2 The Company may place such legends on stock certificates representing the
Shares as the Company, in its sole discretion, deems necessary or appropriate to
reflect restrictions under the Plan, the Agreement, the Code, the securities
laws or otherwise.
7.3 Notwithstanding any provision herein to the contrary, service as a Director
shall be at the pleasure of the shareholders of the Company. Nothing contained
in the Plan or in any Award granted pursuant to it shall confer upon any
Participant a right to continue as a Director.
7.4 Any person entitled to exercise an Option may do so in whole or in part by
delivering to the Company at its principal office, attention Corporate
Secretary, a written notice of exercise. The written notice shall specify the
number of Shares for which an option is being exercised. The notice shall be
accompanied by full payment of the option Price for the Shares being purchased.
During the Participant's lifetime, an option may be exercised only by the
Participant, or on the Participant's behalf by the Participant's legal guardian.
7.5 A Participant shall have no rights as a stockholder with respect to any
Shares subject to an Option until the date of the issuance of a stock
certificate to him for such Shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Plan Section 7.1(f).
AMENDMENT OR DISCONTINUANCE OF PLAN
8.1 The Board may at any time amend, suspend or discontinue the Plan; provided,
however, that without further approval of the shareholders of the Company no
amendments by the Board shall:
(a) Change the class of persons eligible to participate;
(b) Increase the aggregate number of Shares which may be issued under the Plan,
except as provided in Section 6.1 of the Plan; or
(c) Otherwise be made if shareholder approval is required to satisfy the
requirements of Rule 16(b)(3) promulgated under the 1934 Act.
8.2 No amendment to the Plan shall alter or impair any Award granted under the
Plan without the consent of the holders thereof.
8.3 Articles 4, 5 and 7 of the Plan, in the aggregate, may not be amended more
than once every six months, unless such amendment is permitted by Rule
16b-3(c)(2)(ii)(B) under the 1934 Act.
INDEMNIFICATION OF BOARD
In addition to such other rights of indemnification as they may have as
Directors, the members of the Board shall be indemnified by the Company against
the reasonable expenses, including attorneys' fees, actually incurred in
connection with the defense of any pending, threatened or possible action, suit
or proceeding, or in connection with any pending, threatened or possible appeal
therein, to which they or any of them may be a party by reason of any actual or
alleged action taken or failure to act under or in connection with the Plan or
any option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by the Company) or paid
by them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Board member is liable for gross negligence or
willful misconduct in the performance of his duties; provided that within sixty
days after institution of any such action, suit or proceeding a Board member
shall in writing offer the Company the opportunity, at its own expense, to
handle and defend the same.
NO OBLIGATION TO EXERCISE OPTION
The granting of an Option shall impose no obligation upon the Participant to
exercise such Option.
EFFECTIVE DATE; DURATION OF THE PLAN
11.1 The Plan shall become effective as of December 29, 1993.
11.2 No Award may be made after the tenth anniversary of the effective date of
the Plan.