EXHIBIT 10.1
ROBERT HALF INTERNATIONAL
INC.
SENIOR EXECUTIVE RETIREMENT
PLAN
(As Amended and Restated Effective July 29,
2008)
1. INTRODUCTION. This Plan
was adopted by the Company to provide retirement benefits to those
individuals, other than any individual holding the office of Chief
Executive Officer or President, who participated in the
Company’s Deferred Compensation Plan and, with respect to
those individuals, this Plan shall supersede the Deferred
Compensation Plan. The Administrator or the Chief Executive Officer
may also select other Participants to be eligible for benefits
hereunder. It is amended and restated effective July 29, 2008,
to comply with the regulations adopted by the Internal Revenue
Service in connection with Section 409A of the Internal
Revenue Code (“Section 409A).
2. DEFINITIONS. As used in
this Plan, the following terms have the meanings set forth
below:
ADMINISTRATOR means the Compensation
Committee of the Board.
BOARD means the Board of Directors
of the Company.
CHANGE IN CONTROL means the
occurrence of any of the following:
(a) Any person or group (as such
terms are defined in Section 13(d)(3) of the Exchange Act),
other than an employee benefit plan sponsored by the Company or a
subsidiary thereof or a corporation owned (directly or indirectly),
by the stockholders of the Company in substantially the same
proportions of the ownership of stock of the Company, shall become
the beneficial owner of securities of the Company representing 20%
or more, or commences a tender or exchange offer following the
successful consummation of which the offerer and its affiliates
would beneficially own securities representing 20% or more, of the
combined voting power of then outstanding securities ordinarily
(and apart from rights accruing in special circumstances) having
the right to vote in the election of directors, as a result of a
tender or exchange offer, open market purchases, privately
negotiated purchases or otherwise; PROVIDED, HOWEVER, that a Change
in Control shall not be deemed to include the acquisition by any
such person or group of securities representing 20% or more of the
Company if such party has acquired such securities not with the
purpose nor with the effect of changing or influencing the control
of the Company, nor in connection with or as a participant in any
transaction having such purposes or effect, including, without
limitation, not in connection with such party (i) making any
public announcement with respect to the voting of such shares at
any meeting to consider a merger, consolidation, sale of
substantial assets or other business combination or extraordinary
transaction involving the Company, (ii) making, or in any way
participating in, any “solicitation” of
“proxies” (as such terms are defined or used in
Regulation 14A under the Exchange Act) to vote any voting
securities of the Company (including, without limitation, any such
solicitation subject to Rule 14a-11 under the Exchange Act) or
seeking to advise or influence any party with respect to the voting
of any voting securities of the Company, directly or indirectly,
relating to a merger or other business combination involving the
Company or the sale or transfer of substantial assets of the
Company, (iii) forming, joining or in any way participating in
any “group” within the meaning of Section 13(d)(3)
of the Exchange Act with respect to any voting securities of the
Company, directly or indirectly, relating to a merger or other
business combination involving the Company or the sale or transfer
of any substantial assets of the Company, or (iv) otherwise
acting, alone or in concert with others, to seek control of the
Company or to seek to control or influence the management or
policies of the Company.
(b) The stockholders of the Company
shall approve any plan or proposal for the liquidation or
dissolution of the Company.
(c) A change in the composition of
the Board of Directors of the Company occurring within a two-year
period, as a result of which fewer than a majority of the directors
are Incumbent Directors. “Incumbent Directors” shall
mean directors who either (i) are directors of the Company as
of the date hereof, or (ii) are elected, or nominated for
election, to the Board of Directors of the Company with the
affirmative votes of at least a majority of the Incumbent Directors
at the time of such election or nomination (but shall not
include
an individual whose election or
nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Company). As a
result of or in connection with any cash tender offer, merger, or
other business combination, sale of assets or contested election,
or combination of the foregoing, the persons who were directors of
the Company just prior to such event shall cease within one year to
constitute a majority of the Board.
(d) The Company’s stockholders
approve a definitive agreement providing for a transaction in which
the Company will cease to be an independent publicly owned
corporation.
(e) The stockholders of the Company
approve a definitive agreement (i) to merge or consolidate the
Company with or into another corporation in which the holders of
the Stock immediately before such merger or reorganization will
not, immediately following such merger or reorganization, hold as a
group on a fully-diluted basis both the ability to elect at least a
majority of the directors of the surviving corporation and at least
a majority in value of the surviving corporation’s
outstanding equity securities, or (ii) to sell or otherwise
dispose of all or substantially all of the assets of the
Company.
COMPANY means Robert Half
International Inc., a Delaware corporation.
EARLIEST PAYMENT DATE shall mean six
months following Separation from Service or such alternate date as
future modifications or amendments to Section 409A and the
rules and regulations thereunder may specify as the earliest
permitted date for a payment to be made, or, if earlier the date of
Employee’s death.
EXCHANGE ACT means the Securities
Exchange Act of 1934, as amended.
OFFER means a tender offer or an
exchange offer for shares of the Company’s Stock.
PARTICIPANT means any elected
executive officer or any key executive, other than any individual
holding the office of Chief Executive Officer or President,
approved by the Administrator or the Chief Executive Officer for
participation in the Plan. The benefits of individuals (other than
any individual holding the office of Chief Executive Officer or
President) who had accounts (whether or not vested) under the
Deferred Compensation Plan shall be transferred to this Plan,
effective December 31, 1995, with interest for 1995 credited
at the rate and as provided in Section 7 hereof instead of at
the rate and as provided in the Deferred Compensation Plan. With
respect to the year ended December 31, 1995 those individuals
will thereafter be Participants hereunder and will no longer
participate in the Deferred Compensation Plan.
PLAN means the Senior Executive
Retirement Plan.
SEPARATION FROM SERVICE shall have
the meaning specified by Section 409A and the rules and
regulations thereunder, as such meaning may be modified or amended
from time to time.
SPECIFIED EMPLOYEE shall have the
meaning specified by Section 409A and the rules and
regulations thereunder, as such meaning may be modified or amended
from time to time.
VOTING SHARES means the outstanding
shares of the Company entitled to vote for the election of
directors.
3. PURPOSE OF THE
PLAN. The purpose of the Plan is to attract, retain and reward
Participants by providing them with supplemental income for use
after their retirement. The Plan is designed to qualify as an
unfunded ERISA “top-hat” plan for a select group of
management or highly compensated employees of the Company and its
subsidiaries designated by the Administrator. The Plan is intended
to satisfy the requirements of, and shall be implemented and
administered in a manner consistent with, Section 409A of the
Internal Revenue Code of 1986, as amended (the “Section
409A”).
4. ADMINISTRATION. The
Administrator shall have full power to interpret, construe and
administer the Plan, except as otherwise provided in the Plan. The
expense of administering the Pla
