EXHIBIT 10.12
ADMINISTAFF, INC. 2001 INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement ("Agreement") is between
ADMINISTAFF, INC. (the "Company") and (the "Grantee"), an employee of the
Company or one of its Subsidiaries, regarding an award ("Award") of ____________
shares of Common Stock (as defined in the ADMINISTAFF, INC. 2001 INCENTIVE PLAN
(the "Plan"), such Common Stock comprising this Award referred to herein as
"Restricted Stock") awarded to the Grantee on February 1, 2005 (the "Award
Date"), such number of shares subject to adjustment as provided in Section 13 of
the Plan, and further subject to the following terms and conditions:
1. RELATIONSHIP TO PLAN. This Award is subject to all of the terms,
conditions and provisions of the Plan and administrative interpretations
thereunder, if any, which have been adopted by the Committee thereunder and are
in effect on the date hereof. Except as defined herein, capitalized terms shall
have the same meanings ascribed to them under the Plan.
2. VESTING SCHEDULE.
(a) The Award hereby granted shall become vested in three (3)
cumulative annual installments, with one-third (1/3) of the Restricted Stock
becoming vested on the first (1st) anniversary of the Award Date, another
one-third (1/3) becoming vested on the second (2nd) anniversary of the Award
Date, and the remaining one-third (1/3) becoming vested on the third (3rd)
anniversary of the Award Date.
(b) All shares of Restricted Stock subject to this Award shall vest,
irrespective of the limitations set forth in subparagraph (a) above, provided
that the Grantee has been in continuous Employment since the Award Date, upon
the occurrence of:
(i) a Change in Control or
(ii) the Grantee's termination of Employment by reason of
death or Disability.
(c) For purposes of this Agreement:
(i) "Disability" means physical or mental impairment (a) which
causes a Grantee to be unable to perform the normal duties for an
Employer as determined by the Committee in its sole discretion; and
(b) which is expected either to result in death (or blindness) or to
last for a continuous period of at least twelve (12) months. The
Committee may require that the Grantee be examined by a physician or
physicians selected by the Committee.
(ii) "Employment" means employment with the Company or any of
its Subsidiaries.
3. FORFEITURE OF AWARD. Except as provided in any other written
agreement between the Grantee and the Company, if the Grantee's Employment
terminates other than by reason of death or Disability, all unvested Restricted
Stock as of the termination date shall be forfeited.
4. ESCROW OF SHARES. During the period of time between the Award
Date and the earlier of the date the Restricted Stock vests or is forfeited (the
"Restriction Period"), the Restricted Stock shall be registered in the name of
the Grantee and held in escrow by the Company, and the Grantee agrees, upon the
Company's written request, to provide a stock power endorsed by the Grantee in
blank. If any certificate is issued during the Restriction Period, it shall bear
a legend as provided by the Company, conspicuously referring to the terms,
conditions and restrictions described in this Agreement. Upon termination of the
Restriction Period, a certificate representing such shares shall be delivered
upon written request to the Grantee as promptly as is reasonably practicable
following such termination.
5. CODE SECTION 83(b) ELECTION. The Grantee shall be permitted to
make an election under Code Section 83(b), to include an amount in income in
respect of the Award of Restricted Stock in accordance with the requirements of
Code Section 83(b).
6. DIVIDENDS AND VOTING RIGHTS. The Grantee is entitled to receive
all dividends and other distributions made with respect to Restricted Stock
registered in his name and is entitled to vote or execute proxies with respect
to such registered Restricted Stock, unless and until the Restricted Stock is
forfeited.
7. DELIVERY OF SHARES. The Company shall not be obligated to deliver
any shares of Common Stock if counsel to the Company determines that such sale
or delivery would violate any applicable law or any rule or regulation of any
governmental authority or any rule or regulation of, or agreement of the Company
with, any securities exchange or association upon which the Common Stock is
listed or quoted. The Company shall in no event be obligated to take any
affirmative action in order to cause the delivery of shares of Common Stock to
comply with any such law, rule, regulation or agreement.
8. NOTICES. Unless the Company notifies the Grantee in writing of a
different procedure, any notice or other communication to the Company with
respect to this Award shall be in writing and shall be:
(a) by registered or certified United States mail, postage prepaid,
to Administaff, Inc., Attn: Corporate Secretary, 19001 Crescent Springs
Drive, Kingwood, Texas 77339; or
(b) by hand delivery or otherwise to Administaff, Inc., Attn:
Corporate Secretary, 19001 Crescent Springs Drive, Kingwood, Texas 77339.
Notwithstanding the foregoing, in the event that the address of the
Company is changed prior to the date of any exercise of this Award, notice of
exercise shall instead be made pursuant to the foregoing provisions at the
Company's then current address.
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Any notices provided for in this Agreement or in the Plan shall be
given in writing and shall be deemed effectively delivered or given upon receipt
or, in the case of notices delivered by the Company to the Grantee, five days
after deposit in the United States mail, postage prepaid, addressed to the
Grantee at the address specified at the end of this Agreement or at such other
address as the Grantee hereafter designates by written notice to the Company.
9. ASSIGNMENT OF AWARD. Except as otherwise permitted by the
Committee, the Grantee's rights under the Plan and this Agreement are personal;
no assignment or transfer of the Grantee's rights under and interest in this
Award may be made by the Grantee other than by will or by the laws of descent
and distribution or by a qualified domestic relations order, and this Award is
payable during his lifetime only to the Grantee, or in the case of a grantee who
is mentally incapacitated, this Award shall be payable to his guardian or legal
representative.
10. PAYMENT OF PAR VALUE. The Company's obligation to deliver the
shares of Restricted Stock to Grantee upon the vesting of such shares shall be
subject to the payment in full of the requisite par value per share of the
shares of Restricted Stock prior to such issuance (collectively, the "Par
Value"). If the Company has not received from Grantee cash, a check or other
available funds for the full amount of the Par Value by 5:00 P.M. Central
Standard Time within thirty (30) days after the Award Date, or Grantee has not
made by that date such other provision for the payment of the Par Value in form
satisfactory to the Committee or Board in its sole discretion, the Company shall
pay the Par Value of the shares of Restricted Stock on behalf of Grantee and
will report the amount of such payment as income to Grantee for the taxable
period of Grantee during which the shares of Restricted Stock are granted.
Grantee acknowledges and agrees that he shall be responsible for the payment of
any and all federal, state and local taxes on such income if the Company pays
the Par Value on behalf of Grantee.
11. WITHHOLDING. The Company's obligation to deliver shares of
Restricted Stock to the Grantee upon the vesting of such shares shall be subject
to the satisfaction of all applicable federal, state and local income and
employment tax withholding requirements (the "Required Withholding"). The
Company shall withhold from the Restricted Stock that would otherwise have been
delivered to the Grantee the number of shares necessary to satisfy the Grantee's
Required Withholding, and deliver the remaining whole shares of Restricted Stock
to the Grantee, unless the Grantee has made arrangements with the Company for
the Grantee to deliver to the Company cash, a check or other available funds for
the full amount of the Required Withholding by 5:00 p.m. Central Standard Time
on the date the shares of Restricted Stock become vested. The amount of the
Required Withholding and the number of shares of Restricted Stock to be withheld
by the Company, if applicable, to satisfy the Grantee's Required Withholding,
shall be based on the Fair Market Value of the shares of vested Restricted Stock
on the date prior to the applicable date of vesting.
12. STOCK CERTIFICATES. Certificates representing the Common Stock
issued pursuant to the Award will bear all legends required by law and necessary
or advisable to effectuate the provisions of the Plan and this Award. The
Company may place a "stop transfer" order against shares of the Common Stock
issued pursuant to this Award until all restrictions and conditions set forth in
the Plan or this Agreement and in the legends referred to in this Section 12
have been complied with.
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13. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of and be enforceable by the Grantee, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Grantee may not assign any rights or
obligations under this Agreement except to the extent and in the manner
expressly permitted in Section 9 of this Agreement.
14. NO EMPLOYMENT GUARANTEED. No provision of this Agreement shall
confer any right upon the Grantee to continued Employment with the Company or
any Subsidiary.
15. CODE SECTION 409A COMPLIANCE. If any provision of this Agreement
would result in the imposition of an excise tax under Section 409A of the Code
and related regulations and Treasury pronouncements ("Section 409A"), that
provision will be reformed to avoid imposition of the excise tax and no action
taken to comply with Section 409A shall be deemed to impair a benefit under this
Agreement.
16. GOVERNING LAW. This Agreement shall be governed by, construed,
and enforced in accordance with the laws of the State of Texas.
17. AMENDMENT. Except as set forth herein, this Agreement cannot be
modified, altered or amended except by an agreement, in writing, signed by both
the Company and the Grantee.
ADMINISTAFF, INC.
Award Date: February 1, 2005 By: _____________________________ _
Name: Paul J. Sarvadi
Title: Chairman of the Board and
Chief Executive Officer
The Grantee hereby accepts the foregoing Restricted Stock Agreement,
subject to the terms and provisions of the Plan and administrative
interpretations thereof referred to above.
GRANTEE:
Date: February __, 2005
________________________________
Grantee's Address:
________________________________
________________________________
________________________________
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