EXHIBIT 10.2
The amended and restated Part-Time
Employment Agreement substantially in the form attached hereto has
been entered into by the Registrant with each of Harold M. Messmer,
Jr., M. Keith Waddell, Paul F. Gentzkow, Robert W. Glass and Steven
Karel. Pursuant to Instruction 2 to Item 601 of Regulation
S-K, the individual agreements are not being filed.
PART-TIME EMPLOYMENT
AGREEMENT
The Consulting Agreement (originally
made as of January 1, 1999, and subsequently amended and
restated in 2000 and 2001) by and between Robert Half International
Inc. (“Company”) and
(“Employee”), is amended and restated to read in its
entirety as set forth herein, effective as of July 29, 2008,
in order to comply with Section 409A of the Internal Revenue
Code and the rules and regulations thereunder (collectively,
“Section 409A”).
Whereas, Employee currently serves
as an Executive Officer of Company.
Whereas, Company wishes to make
arrangements now to insure the availability of the advice, counsel
and experience of Employee after Employee retires as an executive
officer and Company considers such services to be very important in
view of the personal service nature of Company’s business and
Employee’s vital role in helping to build such
business.
NOW, THEREFORE, Company and Employee
agree as follows:
1. Engagement . Commencing on
the Part-Time Employment Commencement Date, Employee shall become a
part-time employee of the Company during the Part-Time Employment
Period upon the terms and conditions hereinafter set forth. Nothing
herein shall in any way modify, affect or govern the terms and
conditions of Employee’s employment by Company prior to the
Part-Time Employment Commencement Date. If Employee’s
full-time employment with Company shall terminate prior to the
Part-Time Employment Commencement Date under any circumstances
other than Employee’s Retirement, this Agreement shall
immediately terminate and be of no further force or
effect.
2. Services . During the
Part-Time Employment Period, Employee shall provide advice and
counsel to Company at such time and in such manner as reasonably
requested from time to time. Company agrees that Employee shall not
be required to render more than 40 hours of services during any
calendar quarter during the Part-Time Employment Period, nor shall
Employee be required to (a) travel outside the United States,
(b) travel more than 50 miles from Employee’s then
current principal home more than once in any year, or
(c) render services during other than ordinary business hours.
The terms of Employee’s part-time employment during the
Part-Time Employment Period are determined hereunder and no
employee manual, policy statement or similar item issued from time
to time by Company to its employees shall constitute part of this
Agreement or modify, affect or govern the terms of the engagement
of Employee during the Part-Time Employment Period.
3. Compensation .
(a) During the Part-Time Employment
Period, Employee shall be paid a monthly salary equal to 1/12 of
the product of (i) 8% and (ii) Employee’s total
base salary and cash bonus with respect to the last complete
calendar year prior to the Part-Time Employment Commencement Date.
Such salary shall be payable in accordance with the Company’s
standard payroll procedures and shall be subject to required
withholding for income and other applicable taxes and
contributions.
(b) Employee shall be reimbursed,
upon presentation of proper receipts, for Employee’s
reasonable business expenses related to travel requested by
Company. Company shall also, if requested by Employee, provide
Employee with such computer equipment and support as Employee may
need to render services hereunder.
(c) During the Part-Time Employment
Period, any shares of restricted stock held by Employee on the
Part-Time Employment Commencement Date shall remain outstanding and
shall continue to vest in accordance with their existing
terms.
(d) Effective on the Part-Time
Employment Commencement Date, any unexercised option granted after
January 1, 1999, and then held by Employee shall vest and
shall no longer be subject to forfeiture. No portion of any such
option, however, may be exercised until the original vesting date
for such portion.
4. Other Employment . Except
as provided in Sections 2 and 7 hereof, nothing herein shall be
construed as in any way prohibiting or preventing Employee from
accepting employment with any other entity subsequent to the
Part-Time Employment Commencement Date.
5. Use of Name . Employee
hereby consents to the use and publication, without further
consideration, of his name, picture and image in training materials
and other materials relating to the business of any of the RHI
Companies, regardless of whether such use or publication is in the
form of printed matter, photographs, audio tape, video tape,
computer disk, electronic transmission, or otherwise. Such consent
applies to both the use and publication of such items during
Employee’s engagement.
6. Disclosure or Misuse of
Confidential Information . Employee shall not, at any time
during the Part-Time Employment Period or thereafter, directly or
indirectly, disclose, furnish or make accessible to any person,
firm, corporation, or other entity, or make use of, any
confidential information obtained at any time from any of the RHI
Companies (whether prior or subsequent to the Part-Time Employment
Commencement Date), including, without limitation, information with
respect to the name, address, contact persons or requirements of
any customer, client, applicant or employee of any of the RHI
Companies (whether having to do with temporary or permanent
employment) and information with respect to the procedures,
advertising, finances, organization, personnel, plans, objectives
or strategies of the RHI Companies. Employee acknowledges that such
information is safeguarded by the RHI Companies as trade secrets.
Upon termination of Employee’s employment, Employee shall
deliver to the RHI Companies all copies of all records, manuals,
training kits, and other property belonging to the RHI Companies or
used in connection with their business which may be in
Employee’s possession. The provisions of this Section shall
survive termination of either Employee’s employment or this
Agreement for any reason.
7. Restrictive Covenant . In
consideration and view of (i) the valuable consideration
furnished to Employee by Company entering into this Agreement,
(ii) Employee’s access to confidential information and
trade secrets of the RHI Companies and (iii) the value of such
confidential information and trade secrets to the RHI Companies,
during the period commencing on the Part-Time Employment
Commencement Date and ending on the fourth anniversary thereof,
Employee shall not render services to any other firm, person,
corporation, partnership or other entity or individual engaged in
the business of temporary, contract or permanent placement of
individuals or in the staffing services business (including, but
not limited to, any executive recruiting firm, employment agency or
temporary personnel service). The covenants of Employee contained
in this section are in addition to, and not in amendment,
modification or replacement of, any obligations of Employee
contained in any other agreement between Employee and
Company.
8. Non-solicitation of Other
Employees . In consideration and view of (i) the valuable
consideration furnished to Employee by Company entering into this
Agreement, (ii) Employee’s access to confidential
information and trade secrets of the RHI Companies, and
(iii) the value of such confidential information and trade
secrets to the RHI Companies, during the period commencing on the
Part-Time Employment Commencement Date and ending on the fourth
anniversary thereof, Employee shall not, directly or indirectly,
solicit, induce, encourage (or assist any other person, firm,
entity, business or organization in soliciting, inducing or
encouraging) any employee of any of the RHI Companies to leave the
employ of the RHI Companies. The covenants of Employee contained in
this section are in addition to, and not in amendment, modification
or replacement of, any obligations of Employee contained in any
other agreement between Employee and Company.
9. Injunction . In view of
Empl
