<PAGE>
EXHIBIT 10.9
ADMINISTAFF, INC. 2001 INCENTIVE PLAN
EMPLOYEE INCENTIVE STOCK OPTION AWARD AGREEMENT
This Award Agreement between Administaff, Inc. (the "Company"),
and
_______________________ (the "Optionee"),
an employee of the Company, regarding
a right (the "Option") awarded to the
Optionee on _______________________ (the
"Grant Date") to purchase from the Company
up to, but not exceeding in the
aggregate, ______ shares of Common Stock
(as defined in the Administaff, Inc.
2001 Incentive Plan (the "Plan")) at $___
per share (the "Exercise Price"),
which is the Fair Market Value of an Option
Share as of the Grant Date, such
number of shares and such price per share
being 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 Option is intended to be an
incentive stock option within the meaning
of the Internal Revenue Service Code
(the "Code") Section 422. To the extent the
limitations of Section 422(d) of the
Code are exceeded, with respect to such
excess portion, the Option is intended
to be a nonqualified stock option within
the meaning of Code Section 83. This
Option 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. For purposes of this Award
Agreement:
(a) "DISABILITY"
shall mean a physical or mental impairment (a)
which causes a Participant 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
Participant be examined by a physician or
physicians selected by the Committee.
(b) "EMPLOYMENT"
shall mean employment with the Company or any of
its Subsidiaries.
(c) "OPTION
SHARES" shall mean the shares of Common Stock covered
by this Award Agreement.
2. EXERCISE SCHEDULE.
(a) The Option
hereby granted shall become vested and exercisable
in five
(5) cumulative annual installments, with 20% of the Option
Shares
becoming vested and
exercisable on the first (1st) anniversary of the
Grant
Date, 40% of the Option Shares becoming exercisable on the
second
(2nd)
anniversary of the Grant Date, 60% of the Option Shares
becoming
exercisable on the third (3rd) anniversary of the Grant Date, 80%
of the
Option
Shares becoming exercisable on the fourth (4th) anniversary of
the
Grant
Date, and 100% of the Option Shares becoming exercisable on the
fifth
(5th) anniversary of the Grant Date. No fractional Option
Shares
shall
become vested and exercisable on the first (1st), second (2nd),
third
(3rd) or fourth (4th) anniversary of the Grant Date. The
<PAGE>
Optionee
must be in continuous Employment from the Grant Date through
the
date of
exercisability of each installment in order for the Option to
become
exercisable with respect to additional Option Shares on each
such
date.
b) The
Option hereby granted shall become 100% vested and
exercisable, irrespective of the limitations set forth in
subsection (a)
above,
provided that the Optionee has been in continuous Employment
since
the Grant
Date, upon a Change in Control.
3.
TERMINATION OF OPTION. The Option hereby granted shall
terminate and be of no force and effect
with respect to any shares of Common
Stock not previously purchased by the
Optionee upon the first to occur of:
(a) the tenth
(10th) anniversary of the Grant Date;
(b) with respect
to
(i) the portion
of the Option exercisable upon termination,
the expiration of (A) one (1) year following the
Optionee's termination of Employment due to death or
Disability; or (B) the three (3) months following the
date the Optionee's termination of Employment for any
other reason; and/or
(ii) the portion of
the Option not exercisable upon
termination, the date of the Optionee's termination of
Employment.
4.
EXERCISE OF OPTION. Subject to the limitations set forth
herein and in the Plan, the Option may be
exercised by written notice provided
to the Company as set forth in Section 6 of
this Award Agreement. Such written
notice shall (a) state the number of shares
of Common Stock with respect to
which the Option is being exercised (no
less than ten (10) shares), and (b) be
accompanied by a wire transfer, cashier's
check, cash or money order payable to
Administaff, Inc., in the full amount of
the purchase price for any Option
Shares being acquired and any appropriate
withholding taxes, or by other
consideration in the form and manner
approved by the Committee pursuant to
Section 9 of the Plan.
Notwithstanding anything to the contrary contained herein, the
Optionee agrees that he will not exercise
the Option granted pursuant hereto,
and that the Company will not be obligated
to issue any Option Shares pursuant
to this Award Agreement, if the exercise of
the Option or the issuance of such
shares would constitute a violation by the
Optionee or by the Company of any
provision of any law or regulation of any
governmental authority or any stock
exchange or transaction quotation
system.
If any law or regulation requires the Company to take any
action
with respect to the shares specified in
such notice, the time for delivery
thereof, which would
2
<PAGE>
otherwise be as promptly as possible, shall
be postponed for the period of time
necessary to take such action.
In no event shall the Company be required to issue fractional
shares
upon the exercise of any portion of the
Option.
5.
DISPOSITIONS OF STOCK. The Optionee shall be required to
promptly notify the Company if the Op
