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EXHIBIT 10.7
ADMINISTAFF, INC. INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
THIS
AGREEMENT between Administaff, Inc., a Delaware corporation
("Company"), and __________
("Optionee").
WITNESSETH:
WHEREAS,
the Compensation Committee of the Board of Directors of the
Company has approved the grant of Options
to employees of the Company and its
subsidiaries pursuant to the Administaff,
Inc. 1997 Incentive Plan ("Plan"); and
WHEREAS,
the Optionee is an employee of the Company or one of its
subsidiaries and has been selected to
receive Options under the Plan;
NOW,
THEREFORE, in consideration of the above premises, the Company
and
the Optionee agree as follows:
I. GRANT OF INCENTIVE STOCK OPTIONS
Subject to
the terms and conditions set forth herein, the Optionee is
hereby awarded _______ Options to purchase
________ shares of Common Stock of
the Company. For purposes of this
Agreement, the Date of Grant of the Options is
_________.
II. OPTION PRICE
Each
Option granted above shall have an Option Price of ___________
($_____), which is equal to the Market
Value per Share of a share of Common
Stock as of the Date of Grant.
III. RESTRICTED RIGHTS
Options
covered by this Agreement may not be exercised after the
earlier
of (a) ten (10) years after the Date of
Grant, or (b) three months following the
date the Optionee's employment with the
Company and its subsidiaries terminates
for any reason, (except for death or
disability, in which case "one year" shall
be substituted for "three months" (the
"Expiration Date"). For purposes of this
Article III, 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. In any case,
the term of
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the Option cannot extend for a period
longer than that permitted for the Option
to qualify as an "Incentive Stock Option"
under Section 422 of the Internal
Revenue Code.
The Optionee may
exercise only those Options which are vested. Options
granted under this Agreement become vested
on each anniversary of the Date of
Grant in accordance with the following
table:
<TABLE>
<CAPTION>
Total
Total
Vesting Date
% Vested
Number Vested
------------
--------
-------------
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<C>
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</TABLE>
Subject to
the terms of the Plan, in the event the Optionee shall cease to
be an employee of the Company and its
subsidiaries for any reason, including
death, no further Options will become
vested after the date the Optionee ceased
to be an employee and all Options that are
not vested on the date the Optionee
ceases to be an employee shall be
automatically forfeited and canceled on such
date. The Optionee may exercise any vested
Options prior to the Expiration Date.
In the
event the Optionee dies, the legal representative of the
Optionee's
estate or beneficiary, as the case may be,
may exercise the vested Options prior
to the Expiration Date.
Neither
the Optionee nor any other person entitled to exercise the
Options
under the terms of the Plan shall be, or
have any of the rights or privileges
of, a stockholder of the Company in respect
of any shares of Common Stock
issuable on exercise of the Option, unless
and until the Option Price for such
shares has been paid in full.
IV. EXERCISE AND PAYMENT
Subject to
the limitations set forth in this Agreement, the Optionee may
exercise the Options by delivering written
notice to the Company stating the
number of shares being purchased (but not
less than ten (10) shares), and the
notice shall be accompanied by payment in
full of the purchase price for such
shares, which payment may be (1) in cash or
by check payable and acceptable to
the Company; (2) by tendering to the
Company shares of Stock owned by the
Optionee for at least six months, if
acquired pursuant to a Company stock
option, and having an aggregate Market
Value Per Share as of the date of
exercise and tender that is not greater
than the full Option Price for the
shares with respect to which the Option is
being exercised and by paying any
remaining amount of the Option Price as
provided in (1) above, provided that the
Committee may, upon confirming that the
Optionee owns the number of shares being
tendered, authorize the issuance of a new
certificate for the number of shares
being acquired pursuant to the exercise of
the Option less the number of shares
being tendered upon the exercise and return
to the Optionee (or not require
surrender of) the certificate for the
shares being tendered upon the exercise;
(3) by the Optionee delivering to the
Company a properly executed exercise
notice together with irrevocable
instruct
