Exhibit 99.14
WESTERN STAFF SERVICES, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
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I. PURPOSE OF THE PLAN
This International Employee Stock Purchase Plan is intended to
promote the interests of Western Staff Services, Inc. by providing eligible
employees of the Corporation's Foreign Subsidiaries with the opportunity to
acquire a proprietary interest in the Corporation through the purchase of shares
of the Corporation's Common Stock at periodic intervals.
Capitalized terms herein shall have the meanings assigned to such terms in
the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary. Decisions of the Plan
Administrator shall be final and binding on all parties having an interest in
the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares of Common
Stock purchased on the open market. The maximum number of shares of Common Stock
which may be issued over the term of the Plan and the U.S. Plan shall not exceed
Five Hundred Thousand (500,000) shares.
B. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and class of securities issuable under
the Plan and the U.S. Plan, (ii) the maximum number and class of securities
purchasable per Participant on any one Purchase Date and (iii) the number and
class of securities and the price per share in effect under each outstanding
purchase right in order to prevent the dilution or enlargement of benefits
thereunder.
IV. PURCHASE PERIODS
A. Shares of Common Stock shall be offered for purchase under the
Plan through a series of successive purchase periods until such time as (i) the
maximum number
of shares of Common Stock available for issuance under the Plan shall have been
purchased or (ii) the Plan shall have been sooner terminated.
B. Each purchase period shall have a duration of six (6) months.
Purchase periods shall run from the first business day in February to the last
business day in July and from the first business day in August to the last
business day in January of the following year. However, the first purchase
period shall begin on November 3, 1996 and end on the last business day in
January 1997.
V. ELIGIBILITY
A. Each individual who is an Eligible Employee on the start date of
any purchase period shall be eligible to participate in the Plan for that
purchase period. However, each individual who is an Eligible Employee of a
Foreign Subsidiary which designates an Effective Date that is not the start date
of a purchase period shall be eligible to participate in the Plan for the
purchase period during which the Effective Date occurs beginning with such
Effective Date.
B. To participate in the Plan for a particular purchase period, the
Eligible Employee must complete the enrollment form(s) prescribed by the Plan
Administrator and file such form(s) with the Plan Administrator (or its
designate) on or before the start date of the purchase period.
VI. PAYMENT FOR THE SHARES
A. Except to the extent otherwise provided in the Plan (or any
Addendum thereto) or authorized by the Plan Administrator, the purchase price
for the shares of Common Stock acquired under the Plan shall be paid from
accumulated payroll deductions authorized by the Participant.
B. The payroll deduction authorized by the Participant for purposes
of acquiring shares of Common Stock under the Plan may be any multiple of one
percent (1%) of the Cash Earnings paid to the Participant during each purchase
period, up to a maximum of ten percent (10%). The deduction rate so authorized
shall continue in effect for the entire purchase period. The Participant may not
increase his or her rate of payroll deduction during a purchase period. However,
the Participant may, at any time during the purchase period, reduce his or her
rate of payroll deduction to become effective as soon as possible after filing
the appropriate form with the Plan Administrator. The Participant may not,
however, effect more than one (1) such reduction per purchase period.
C. Payroll deductions shall begin on the first pay day following the
start date of the purchase period and shall (unless sooner terminated by the
Participant) continue through the pay day ending with or immediately prior to
the last day of the purchase period. The payroll deductions so collected shall
be credited to the Participant's book account under
2.
the Plan, initially in the currency in which paid by the Foreign Subsidiary.
Except to the extent otherwise provided by the Plan Administrator (or any
Addendum to the Plan), no interest shall be paid on the balance from time to
time outstanding in such account and the amounts collected from the Participant
shall not be held in any segregated account or trust fund and may be commingled
with the general assets of the Corporation and used for general corporate
purposes.
D. The payroll deductions credited to each Participant's book
account during each calendar month shall be converted into U.S. Dollars on the
Exchange Date for that month on the basis of the exchange rate in effect on such
date. The Plan Administrator shall have the absolute discretion to determine the
applicable exchange rate to be in effect for each Exchange Date by any
reasonable method (including, without limitation, the exchange rate actually
available in the ordinary course of business on such date). Any changes or
fluctuations in the exchange rate at which the payroll deductions collected on
the Participant's behalf are converted into U.S. Dollars on each Exchange Date
shall be borne solely by the Participant.
E. Payroll deductions shall automatically cease upon the termination
of the Participant's purchase right in accordance with the provisions of the
Plan.
F. The Participant's acquisition of Common Stock under the Plan on
any Purchase Date shall neither limit nor require the Participant's acquisition
of Common Stock on any subsequent Purchase Date.
VII. PURCHASE RIGHTS
A. GRANT OF PURCHASE RIGHT. A Participant shall be granted a
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separate purchase right on the start date of each purchase period in which he or
she participates. The purchase right shall provide the Participant with the
right to purchase shares of Common Stock on the Purchase Date upon the terms set
forth below. The Participant shall execute a stock purchase agreement embodying
such terms and such other provisions (not inconsistent with the Plan) as the
Plan Administrator may deem advisable.
Under no circumstances shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate.
B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be
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automatically exercised on the Purchase Date, and shares of Common Stock shall
accordingly be purchased on behalf of each Participant (other than any
Participant whose payroll deductions have previously been refunded pursuant to
the Termination of Purchase Right provisions below) on such date. The purchase
shall be effected by applying the
3.
Participant's payroll deductions (as converted into U.S. Dollars) for the
purchase period ending on such Purchase Date to the purchase of shares of Common
Stock (subject to the limitation on the maximum number of shares purchasable per
Participant on any one Purchase Date) at the purchase price in effect for that
purchase period.
C. PURCHASE PRICE. The purchase price per share at which Common
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Stock will be purchased on the Participant's behalf on each Purchase Date shall
be equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value
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per share of Common Stock on the start date of the purchase period or (ii) the
Fair Market Value per share of Common Stock on that Purchase Date.
D. NUMBER OF PURCHASABLE SHARES. The number of shares of Common
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Stock purchasable by a Participant on each Purchase Date shall be the number of
whole shares obtained by dividing the amount collected from the Participant
through payroll deductions (as converted into U.S. Dollars) during the purchase
period ending with that Purchase Date by the purchase price in effect for that
Purchase Date. However, the maximum number of shares of Common Stock purchasable
per Participant on any one Purchase Date shall not exceed seven hundred fifty
(750) shares, subject to periodic adjustments in the event of certain changes in
the Corporation's capitalization.
E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not applied to
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the purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable by the Participant on the
Purchase Date shall be promptly refunded in the currency in which collected.
F. TERMINATION OF PURCHASE RIGHT. The following provisions shall
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govern the termination of outstanding purchase rights:
(i) A Participant may, at any time prior to the last day of the
purchase period, terminate his or her outstanding purchase right by filing
the appropriate form with the Plan Administrator (or its designate), and no
further payroll deductions shall be collected from the Participant with
respect to the terminated purchase right. Any payroll deductions collected
during the purchase period in which such termination occurs shall, at the
Participant's election, be immediately refunded in the currency in which
collected or held for the purchase of shares on the next Purchase Date. If
no such election is made at the time such purchase right is terminated,
then the payroll deductions collected with respect to the terminated right
shall be refunded as soon as possible.
4.
(ii) The termination of such purchase right shall be
irrevocable, and the Participant may not subsequently rejoin the purchase
period for which the terminated purchase right was granted. In order to
resume participation in any subsequent purchase period, such individual
must re-enroll in the Plan (by making a timely filing of the prescribed
enrollment forms) on or before the start date of the new purchase period.
(iii) Should the Participant cease to remain an Eligible
Employee for any reason (including death, disability or change in status)
while his or her purchase right remains outstanding, then that purchase
right shall immediately terminate, and all of the Participant's payroll
deductions for the purchase period in which the purchase right so
terminates shall be immediately refunded in the currency in which
collected. However, should the Participant cease to remain in active
service by reason of an approved unpaid leave of absence, then the
Participant shall have the right, exercisable up until the last business
day of the purchase period in which such leave commences, to (a) withdraw
all the payroll deductions collected to date on his or her behalf during
such purchase period or (b) have such funds held for the purchase of shares
on the next scheduled Purchase Date. In no event, however, shall any
further payroll deductions be collected on the Participant's behalf during
such leave. Upon the Participant's return to active service, his or her
payroll deductions under the Plan shall automatically resume at the rate in
effect at the time the leave began, unless the Participant withdraws from
the Plan prior to his or her return.
G. TRANSFER OF EMPLOYMENT. In the event that a Participant who is
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an Employee of a Foreign Subsidiary is transferred and becomes an Employee of
the Corporation during a purchase period under the Plan, such individual shall
continue to remain a Participant in the Plan and payroll deductions shall
continue to be collected until the next purchase date as if the Participant had
remained an Employee of the Foreign Subsidiary.
In the event that an Employee of the Corporation who is a participant
in the U.S. Plan is transferred and becomes an Employee of a Foreign Subsidiary
during a purchase period in effect under the U.S. Plan, such individual shall
automatically become a Participant under the Plan for the duration of the
purchase period in effect at that time under the Plan and the balance in such
individual's book account maintained under the U.S. Plan shall be transferred as
a balance to a book account opened for such individual under the Plan. Such
balance, together with all other payroll deductions collected from such
individual by the Foreign Subsidiary for the remainder of the purchase period
under the Plan (as converted into U.S. Dollars), shall be applied on the next
purchase date to the purchase of Stock under the Plan.
5.
H. CORPORATE TRANSACTION. Each outstanding purchase right shall
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automatically be exercised, immediately prior to the effective date of any
Corporate Transaction, by applying the payroll deductions (as converted into
U.S. Dollars) of each Participant for the purchase period in which such
Corporate Transaction occurs to the purchase of whole shares of Common Stock at
a purchase price per share equal to eighty-five percent (85%) of the lower of
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(i) the Fair Market Value per share of Common Stock on the start date of the
purchase period in which such Corporate Transaction occurs or (ii) the Fair
Market Value per share of Common Stock immediately prior to the effective date
of such Corporate Transaction. However, the applicable limitation on the number
of shares of Common Stock purchasable per Participant shall continue to apply to
any such purchase. Payroll deductions not yet converted into U.S. Dollars at
the time of the Corporate Transaction shall be converted from the currency in
which paid by the Foreign Subsidiary into U.S. Dollars on the basis of the
exchange rate in effect as determined by the Plan Administrator at the time of
the Corporate Transaction.
The Corporation shall use its best efforts to provide at least ten
(10) days prior written notice of the occurrence of any Corporate Transaction,
and Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Corporate Transaction.
I. PRORATION OF PURCHASE RIGHTS. Should the total number of shares
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of Common Stock which are to be purchased pursuant to outstanding purchase
rights on any particular date exceed the number of shares then available for
issuance under the Plan, the Plan Administrator shall make a pro-rata allocation
of the available shares on a uniform and nondiscriminatory basis, and the
payroll deductions of each Participant (and each Participant in the U.S. Plan),
to the extent in excess of the aggregate purchase price payable for the Common
Stock pro-rated to such individual, shall be refunded.
J. ASSIGNABILITY. The purchase right shall be exercisable only by
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the Participant and shall not be assignable or transferable by the Participant.
K. STOCKHOLDER RIGHTS. A Participant shall have no stockholder
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rights with respect to the shares subject to his or her outstanding purchase
right until the shares are purchased on the Participant's behalf in accordance
with the provisions of the Plan and the Participant has become a holder of
record of the purchased shares.
VIII. ACCRUAL LIMITATIONS
A. No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any purchase right outstanding under this Plan if and
to the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other purchase right granted under this Plan and (ii)
similar rights accrued under other employee stock purchase plans (within the
meaning of Code Section 423) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-
6.
Five Thousand U.S. Dollars (U.S.$25,000) worth of stock of the Corporation or
any Corporate Affiliate (determined on the basis of the Fair Market Value of
such stock on the date or dates such rights are granted) for each calendar year
such rights are at any time outstanding.
B. For purposes of applying such accrual limitations, the following
provisions shall be in effect:
(i) The right to acquire Common Stock under each outstanding
purchase right shall accrue on the Purchase Date in effect for the purchase
period for which such right is granted.
(ii) No right to acquire Common Stock under any outstanding
purchase right shall accrue to the extent the Participant has already
accrued in the same calendar year the right to acquire Common Stock under
one (1) or more other purchase rights at a rate equal to Twenty-Five
Thousand U.S. Dollars (U.S.$25,000) worth of Common Stock (determined on
the basis of the Fair Market Value per share on the date or dates of grant)
for each calendar year such rights were at any time outstanding.
C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular purchase period, then the payroll
deductions which the Participant made during that purchase period with respect
to such purchase right shall be promptly refunded.
D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.
IX. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on October 15, 1996 and shall
become effective on November 3, 1996, provided no purchase rights granted under
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the Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until the Corporation shall have complied with all applicable
requirements of the 1933 Act (including the registration of the shares of Common
Stock issuable under the Plan on a Form S-8 registration statement filed with
the Securities and Exchange Commission), all applicable listing requirements of
any stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock is listed for trading and all other applicable requirements
established by law or regulation. In the event such compliance is not effected,
within twelve (12) months after the date on which the Plan is adopted by the
Board, the Plan shall terminate and have no further force or effect and all sums
collected from Participants during the initial purchase period hereunder shall
be refunded.
7.
B. Unless sooner terminated by the Board, the Plan shall terminate
upon the earliest to occur of (i) the last business day in January 2007, (ii)
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the date on which all shares available for issuance under the Plan shall have
been sold pursuant to purchase rights exercised under the Plan or (iii) the date
on which all purchase rights are exercised in connection with a Corporate
Transaction. No further purchase rights shall be granted or exercised, and no
further payroll deductions shall be collected, under the Plan following such
termination.
X. AMENDMENT OF THE PLAN
The Board may alter, amend, suspend or discontinue the Plan at any
time to become effective immediately following the close of any purchase period.
XI. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration of the Plan
shall be paid by the Corporation.
B. Nothing in the Plan shall confer upon the Participant any right
to continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.
C. Except to the extent otherwise provided in any Addendum to the
Plan, the provisions of the Plan shall be governed by the laws of the State of
California without resort to that State's conflict-of-laws rules.
D. A Foreign Subsidiary or the Plan Administrator, as the case may
be, shall have the right to deduct from any payment to be made under this Plan,
or to otherwise require, prior to the issuance or delivery of any shares of
Common Stock or the payment of any cash, payment by each Participant of any tax
required by applicable law to be withheld.
E. Additional provisions for individual Foreign Subsidiaries may be
incorporated in one or more Addenda to the Plan. Such Addenda shall have full
force and effect with respect to the Foreign Subsidiaries to which they apply.
In the event of a conflict between the provisions of such an Addendum and one or
more other provisions of the Plan, the provisions of the Addendum shall be
controlling.
8.
SCHEDULE A
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CORPORATIONS PARTICIPATING IN
EMPLOYEE STOCK PURCHASE PLAN
AS OF NOVEMBER 3, 1996
Western Staff Services (U.K.) Limited
Western Service A/S (effective February 1, 1997)
Kontorservice A/S
Kontorservice, Inc.
Western Staff Services (N.Z.) Limited
APPENDIX
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The following definitions shall be in effect under the Plan:
A. BOARD shall mean the Corporation's Board of Directors.
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B. CASH EARNINGS shall mean the (i) regular base salary paid to a
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Participant by one or more Foreign Subsidiaries during such individual's period
of participation in one or more purchase periods under the Plan plus (ii) all
overtime payments, bonuses, commissions, current profit-sharing distributions
and other incentive-type payments. However, Cash Earnings shall NOT include any
contributions made on the Participant's behalf by the Corporation or any
Corporate Affiliate under any employee benefit or welfare plan now or hereafter
established.
C. CODE shall mean the U.S. Internal Revenue Code of 1986, as
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amended.
D. COMMON STOCK shall mean the Corporation's common stock.
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E. CORPORATE AFFILIATE shall mean any parent or subsidiary
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corporation of the Corporation, whether now existing or subsequently
established.
F. CORPORATE TRANSACTION shall mean either of the following
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stockholder-approved transactions to which the Corporation is a party:
(i) a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to
such transaction, or
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete liquidation
or dissolution of the Corporation.
G. CORPORATION shall mean Western Staff Services, Inc., a Delaware
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corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Western Staff Services, Inc. which shall by
appropriate action adopt the Plan.
H. EFFECTIVE DATE shall mean November 3, 1996. Any Foreign
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Subsidiary which elects, with the approval of the Board, to extend the benefits
of this Plan to its employees after such Effective Date shall designate a
subsequent Effective Date with respect to its employee-Participants.
A-1.
I. ELIGIBLE EMPLOYEE shall mean any person who is employed by a
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Participating Corporation as a regular staff employee (and not temporary) on a
basis under which he or she is regularly expected to render more than twenty
(20) hours of service per week for more than five (5) months per calendar year
for earnings considered wages under Code Section 3401(a).
J. EXCHANGE DATE shall mean the last U.S. business day of each month
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during a purchase period, on which date the foreign currency payroll deductions
collected on behalf of the Participants during that month are to be converted
into U.S. Dollars.
K. FAIR MARKET VALUE per share of Common Stock on any relevant date
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shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price is
reported by the National Association of Securities Dealers on the Nasdaq
National Market or any successor system. If there is no closing selling
price for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for
which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for
the Common Stock on the date in question, then the Fair Market Value shall
be the closing selling price on the last preceding date for which such
quotation exists.
L. FOREIGN SUBSIDIARY shall mean any non-U.S. Corporate Affiliate or
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Affiliates as may be authorized from time to time by the Board to extend the
benefits of the Plan to their Eligible Employees. The Foreign Subsidiaries
participating in the Plan as of the Effective Date are listed in attached
Schedule A.
M. 1933 ACT shall mean the Securities Act of 1933, as amended.
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N. PARTICIPANT shall mean any Eligible Employee of a Participating
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Corporation who is actively participating in the Plan.
O. PLAN shall mean the Corporation's International Employee Stock
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Purchase Plan, as set forth in this document.
A-2.
P. PLAN ADMINISTRATOR shall mean the committee of two (2) or more
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non-employee Board members appointed by the Board to administer the Plan.
Q. PURCHASE DATE shall mean the last business day of each purchase
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period. The initial Purchase Date shall be January 31, 1997.
R. STOCK EXCHANGE shall mean either the American Stock Exchange or
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the New York Stock Exchange.
S. U.S. PLAN shall mean the Western Staff Services, Inc. Employee
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Stock Purchase Plan.
A-3.