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EXHIBIT 10.2
Administaff, Inc.
19001 Crescent Springs Drive
Kingwood, TX 77339
February 16, 2001
American Express Foundation
American Express Tower
World Financial Center
200 Vesey Street
New York, New York 10285
Dear Sirs:
This letter sets forth the parties' agreement with respect to the purchase by
Administaff, Inc. ("ASF") from the American Express Foundation ("Foundation") of
up to 525,000 shares of ASF common stock, par value $0.01 per share (the
"Shares").
The parties agree as follows:
1. ASF agrees to purchase up to 525,000 Shares from the Foundation at a
purchase price per share equal to ninety-nine percent (99%) of the
average of the closing sales prices of a Share as reported on the New
York Stock Exchange composite transactions tape and reflected in the
three star New York City edition of the Wall Street Journal over a
twenty (20) trading-day period, of which the first ten trading days end
on February 16, 2001 and the second ten trading days commence on the
day that ASF releases its earnings report for the fourth quarter of
2000.
2. ASF's obligation to purchase the Shares is conditional upon (a)
American Express Travel Related Services Company, Inc. ("TRS") first
having exercised its warrant to purchase 800,000 shares of ASF common
stock (the "Warrant Shares") at an exercise price of $20 per Warrant
Share (subject to adjustment in accordance with the terms of the
warrant) on or before March 10, 2001, the expiration date of the
warrant; (b) the per share purchase price calculated as set forth in
(1) above not exceeding $30; and (c) the Foundation notifying ASF that
it is exercising its right to sell Shares under this Agreement not
later than 5:00 p.m. on March 12, 2001.
3. It is understood and agreed by the parties that TRS is not obligated to
exercise the warrant, provided that if TRS does exercise the warrant
and thereafter the Foundation desires to sell up to 575,000 Shares on
or before March 12, 2001, the Foundation shall sell such Shares first
pursuant to this Agreement.
4. The closing of the sale and purchase will take place on March 12, 2001
or such other day determined by the Foundation and ASF. At the closing,
ASF will pay to the Foundation the aggregate purchase price for the
Shares by wire transfer of immediately
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available funds, and Foundation will deliver to ASF certificates
representing the Shares, duly endorsed for transfer.
5. The Foundation will pay all stamp, transfer and similar taxes and all
federal and state income taxes in connection with the Foundation's sale
of the Shares.
6. The Shares Foundation intends to sell are those common shares
originally purchased by TRS from ASF in March 1998 and contributed by
TRS to the Foundation. The parties shall execute any additional
documents, if any, reasonably required for the Foundation to adequately
identify the Shares sold by it hereunder as being the shares originally
purchased by TRS from ASF in March 1998.
7. ASF will prepare a press release pursuant to which it will announce
this agreement. Such release shall require the prior approval of the
Foundation, such approval not to be unreasonably withheld.
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8. This letter agreement shall be governed by the laws of the State of New
York, without reference to conflict of laws rules.
ADMINISTAFF, INC.
By: /s/ Richard G. Rawson
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Richard G. Rawson
Executive Vice President of Administration,
Chief Financial Officer and Treasurer
AGREED:
AMERICAN EXPRESS FOUNDATION
By: /s/ David I. Yowan
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Name: David I. Yowan
Title: Treasurer