EXHIBIT 10.1
ROBERT HALF INTERNATIONAL
INC.
STOCK INCENTIVE
PLAN
(As Amended and Restated
Effective July 28, 2009)
SECTION 1. ESTABLISHMENT AND
PURPOSE.
The purpose of the Plan is to
promote the long-term success of the Company and the creation of
stockholder value by (a) encouraging Participants to focus on
critical long-range objectives, (b) encouraging the attraction
and retention of individuals with exceptional qualifications and
(c) linking Participants directly to stockholder interests
through increased stock ownership. The Plan seeks to achieve this
purpose by providing for Awards in the form of Restricted Shares,
Stock Units, Options (which may constitute incentive stock options
or nonstatutory stock options) or stock appreciation rights.
Subject to approval by RHI’s stockholders, this Plan
supersedes the Existing Equity Plans, as described
herein.
SECTION 2.
DEFINITIONS.
“ Actual Performance
Goal ” shall mean the actual results for the Performance
Goal for the Performance Period.
“ Affiliate ”
shall mean any entity other than a Subsidiary, if RHI and/or one of
more Subsidiaries own not less than fifty percent (50%) of
such entity.
“ Award ” shall
mean any award of an Option, a SAR, a Restricted Share or a Stock
Unit under the Plan.
“ Board of Directors
” shall mean the Board of Directors of RHI, as constituted
from time to time.
“ Certification Date
” means the date that the Committee makes its written
certification of a Final Award.
“ Change in Control
” shall mean the occurrence of any of the following
events:
(i) 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
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 RHI 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 RHI if such party has acquired such
securities not with the purpose nor with the effect of changing or
influencing the control of RHI, 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
(A) 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 RHI, (B) 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 RHI (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
1
the voting of any voting securities
of RHI, directly or indirectly, relating to a merger or other
business combination involving RHI or the sale or transfer of
substantial assets of RHI, (C) 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 RHI, directly or indirectly, relating to a
merger or other business combination involving RHI or the sale or
transfer of any substantial assets of RHI, or (D) otherwise
acting, alone or in concert with others, to seek control of RHI or
to seek to control or influence the management or policies of
RHI.
(ii) The stockholders of RHI shall
approve any plan or proposal for the liquidation or dissolution of
RHI.
(iii) A change in the composition of
the Board of Directors 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 (A) are directors of RHI as of the date
hereof, or (B) are elected, or nominated for election, to the
Board of Directors 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 RHI). 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 RHI
just prior to such event shall cease within one year to constitute
a majority of the Board of Directors.
(iv) RHI’s stockholders
approve a definitive agreement providing for a transaction in which
RHI will cease to be an independent publicly owned
corporation.
(v) The stockholders of RHI approve
a definitive agreement (A) to merge or consolidate RHI 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 (B) to sell or otherwise
dispose of all or substantially all of the assets of
RHI.
“ Code ” shall
mean the Internal Revenue Code of 1986, as amended.
“ Committee ”
shall mean a committee of one or more members of the Board of
Directors appointed by the Board of Directors (or, as the context
permits, a subcommittee of one or more members of the Board
appointed by the Committee) to administer the Plan in accordance
with the provisions hereof.
“ Company ” shall
mean Robert Half International Inc., a Delaware corporation, and
its Subsidiaries.
“ Consultant ”
shall mean a consultant or advisor who provides bona fide services
to the Company or an Affiliate as an independent
contractor.
“ Earnings Per Share
” means diluted Earnings Per Share, determined in accordance
with generally accepted accounting principles. For purposes of the
foregoing sentence, earnings shall mean income before extraordinary
items, discontinued operations and cumulative effect of changes in
accounting principles and after full accrual for the bonuses paid
under this Plan. Earnings shall also be determined without regard
to the effects of mergers, acquisitions, dispositions and material
restructuring of the business that occur after the grant
date.
“ Eligible Participant
” shall mean (i) any individual who is a common-law
employee of the Company or an Affiliate; (ii) a member of the
Board of Directors; (iii) a member of the board of directors
of a Subsidiary or an Affiliate; or (iv) a
Consultant.
“ Exchange Act ”
shall mean the Securities Exchange Act of 1934, as
amended.
2
“ Executive Officer
” shall mean an officer as defined in Rule 16a-1(f) under the
Exchange Act, or any successor provision.
“ Exercise Price
” shall mean, in the case of an Option, the amount for which
one Share may be purchased upon exercise of such Option, as
specified in the applicable Stock Option Award. “Exercise
Price,” in the case of a SAR, shall mean an amount, as
specified in the applicable SAR Award, which is subtracted from the
Fair Market Value of a Share in determining the amount payable upon
exercise of such SAR.
“ Existing Equity Plans
” shall mean RHI’s Equity Incentive Plan, StockPlus
Plan, Stock Option Plan for Field Employees, Restricted Stock Plan
for Field Employees, and Outside Directors’ Option
Plan.
“ Fair Market Value
” shall mean the closing price on the New York Stock Exchange
on the date the value is to be determined as reported in THE WALL
STREET JOURNAL (Western Edition). If there are no trades on such
date, the closing price on the latest preceding business day upon
which trades occurred shall be the Fair Market Value.
“ Final Award ”
shall mean the product of (i) the Multiplier and (ii) the
Original Award.
“ ISO ” shall
mean an employee incentive stock option described in Code
Section 422.
“ Misconduct
Termination ” shall mean a termination by the Company of
a Participant’s Service by reason of the Participant’s
willful dishonesty towards, fraud upon, or deliberate injury or
attempted injury to the Company, or by reason of the
Participant’s willful material breach of any employment
agreement with the Company, which has resulted in material injury
to the Company; provided, however, that a Participant’s
Service shall not be deemed to have terminated in a Misconduct
Termination if such termination took place as a result of any act
or omission believed by the Participant in good faith to have been
in the interest of the Company.
“ Multiplier ”
shall mean (a) the sum of 0.1 and the Performance Goal Ratio,
if the Performance Goal Ratio is greater than or equal to 0 and
less than 0.9, (b) 1, if the Performance Goal Ratio is greater
than or equal to 0.9, or (c) 0, if the Performance Goal Ratio
is less than 0.
“ Nonstatutory Option
” or “ NSO ” shall mean an employee stock
option that is not an ISO.
“ Option ” shall
mean an ISO or Nonstatutory Option granted under the Plan and
entitling the holder to purchase Shares.
“ Optionee ”
shall mean an individual or estate who holds an Option or
SAR.
“ Original Award
” shall mean the number of shares initially granted pursuant
to an Award made subject to a Performance Condition.
“ Other Agreement
” shall mean any written agreement, whether entered into
prior to or subsequent to, the adoption of this plan or the making
of an Award under this plan, between Participant and the
Company.
“ Outside Director
” shall mean a member of the Board of Directors who is not a
common-law employee of the Company.
“ Outside Director
Retirement ” shall mean termination of an Outside
Director’s Service after the later to occur of (i) the
7th anniversary of the Outside Director’s first day of
service with RHI as a member of the Board of Directors or
(ii) the Outside Director’s 62nd birthday.
“ Participant ”
shall mean an individual or estate who holds an Award.
3
“ Performance Condition
” shall mean a performance condition established with respect
to an Award in accordance with the provisions hereof.
“ Performance Goal
” shall mean one or more objective measurable performance
factors as determined by the Committee with respect to each
Performance Period based upon one or more factors, including, but
not limited to: (i) operating income; (ii) earnings;
(iii) cash flow; (iv) sales or revenue;
(v) expenses; (vi) profit margin; (vii) working
capital; (viii) return on equity or assets; (ix) Earnings
Per Share; (x) stock price; (xi) price/earnings ratio;
(xii) debt or debt-to-equity; (xiii) writeoffs;
(xiv) cash; (xv) assets; and/or (xvi) liquidity,
each with respect to the Company and/or one or more of its
operating units. Awards to Participants who are not subject to the
limitations of Code Section 162(m) may be determined without
regard to Performance Goals and may involve Committee
discretion.
“ Performance Goal
Ratio ” shall mean the result obtained by dividing Actual
Performance Goal by Target Performance Goal.
“ Performance Period
” shall mean the period of service to which the Performance
Condition relates.
“ Plan ” shall
mean this Stock Incentive Plan of Robert Half International Inc.,
as amended from time to time.
“ Protiviti Participant
” shall mean a Participant who is an employee of Protiviti
Inc. (a Subsidiary) or its Subsidiaries.
“ Protiviti Retirement
” shall mean any voluntary termination of employment with the
Company and its subsidiaries by the Protiviti Participant on or
after the later to occur of: (a) the first day coinciding with
or after the Protiviti Participant’s 56th birthday,
(b) the Protiviti Participant’s completion of at least
25 years of cumulative service to the Company, Arthur Andersen LLP,
Deloitte Touche Tohmatsu, PricewaterhouseCoopers, KPMG
International, Ernst & Young International, and/or any of
their respective affiliates, or any other industry-related service
acceptable to the Committee, and (c) four and one-half years
after the date that the Protiviti Participant was first employed by
Protiviti Inc.
“ Purchase Price
” shall mean the consideration for which one Share may be
acquired under the Plan (other than upon exercise of an Option), as
specified by the Committee.
“ Restricted Share
” shall mean a Share awarded under the Plan.
“ Restricted Share
Award ” shall mean the agreement between RHI and the
recipient of a Restricted Share, or the notice to the recipient,
which contains the terms, conditions and restrictions pertaining to
such Restricted Shares.
“ RHI ” shall
mean Robert Half International Inc., a Delaware
corporation.
“ SAR ” shall
mean a stock appreciation right granted under the Plan.
“ SAR Award ”
shall mean the agreement between RHI and an Optionee, or the notice
to the Optionee, which contains the terms, conditions and
restrictions pertaining to his or her SAR.
“ Section 16
Participant ” shall mean a Participant who is subject to
Section 16 of the Exchange Act with respect to transactions in
RHI securities.
“ Securities Act
” shall mean the Securities Act of 1933, as
amended.
“ Service ” shall
mean service as an Eligible Participant.
4
“ Share ” shall
mean one share of Stock, as adjusted in accordance with the
adjustment provisions of the Plan (if applicable).
“ Staffing/Headquarters
Participant ” shall mean a Participant other than a
Protiviti Participant.
“ Staffing/Headquarters
Retirement ” shall mean any voluntary termination by a
Staffing/Headquarters Participant of employment with the Company on
or after the later to occur of (a) the Staffing/Headquarters
Participant’s 55 th birthday, or (b) the 20th anniversary of
the Staffing/Headquarters Participant’s first day of service
with the Company as a full-time employee.
“ Stock ” shall
mean the Common Stock of RHI.
“ Stock Option Award
” shall mean the agreement between RHI and an Optionee, or
the notice to the Optionee, which contains the terms, conditions
and restrictions pertaining to his Option.
“ Stock Unit ”
shall mean a bookkeeping entry representing the equivalent of one
Share, as awarded under the Plan.
“ Stock Unit Award
” shall mean the agreement between RHI and the recipient of a
Stock Unit, or the notice to the recipient, which contains the
terms, conditions and restrictions pertaining to such Stock
Unit.
“ Subsidiary ”
shall mean any corporation, if RHI and/or one or more other
Subsidiaries own not less than fifty percent (50%) of the
total combined voting power of all classes of outstanding stock of
such corporation. A corporation that attains the status of a
Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.
“ Target Performance
Goal ” shall mean the Performance Goal set with respect
to an Award made subject to a Performance Condition.
“ Total and Permanent
Disability ” shall mean a (i) a physical or mental
condition which, in the judgment of the Committee based on
competent medical evidence satisfactory to the Committee
(including, if required by the Committee, medical evidence obtained
by an examination conducted by a physician selected by the
Committee), renders the Participant unable to engage in any
substantial gainful activity for the Company and which condition is
likely to result in death or to be of long, continued and
indefinite duration, or (ii) a judicial declaration of
incompetence.
SECTION 3.
ADMINISTRATION.
(a) Committee Procedures .
One or more Committees appointed by the Board of Directors shall
administer the Plan. The Board of Directors shall designate one of
the members of the Committee as chairperson. Unless the Board of
Directors provides otherwise, the Compensation Committee shall be
the Committee. The Board of Directors may also at any time
terminate the functions of the Committee and reassume all powers
and authority previously delegated to the Committee.
The Committee shall have membership
composition which enables (i) Awards to qualify for exemption
under Rule 16b-3 with respect to persons who are subject to
Section 16 of the Exchange Act and (ii) Awards that are
intended to qualify as “performance-based compensation”
under Section 162(m) of the Code to so qualify. Only the
Compensation Committee may make Award grants and administer the
Plan with respect to Section 16 Participants.
The Compensation Committee may also
appoint one or more separate subcommittees composed of one or more
directors of RHI who need not qualify under either Rule 16b-3 or
Section 162(m) of the Code, who may
5
administer the Plan with respect to persons who
are not subject to Section 16 of the Exchange Act and/or
Awards that are not intended to qualify as “performance-based
compensation” under Section 162(m) of the
Code.
(b) Committee
Responsibilities . Subject to the provisions of the Plan, the
Committee shall have full authority and discretion to take the
following actions:
(i) To interpret the Plan and to
apply its provisions;
(ii) To adopt, amend or rescind
rules, procedures and forms relating to the Plan;
(iii) To authorize any person to
execute, on behalf of the Company, any instrument required to carry
out the purposes of the Plan;
(iv) To determine when Awards are to
be granted under the Plan;
(v) To select the Eligible
Participants who are to receive Awards under the Plan;
(vi) To determine the number of
Shares to be made subject to each Award;
(vii) To prescribe the terms and
conditions of each Award, including (without limitation) the
Exercise Price or Purchase Price, the vesting of the Award
(including accelerating the vesting of Awards) and to specify the
provisions of the agreement relating to such Award;
(viii) To prescribe the terms and
conditions of each Option, including (without limitation) the
Exercise Price, the vesting or duration of the Option (including
accelerating the vesting of the Option), to determine whether such
Option is to be classified as an ISO or as a Nonstatutory Option,
and to specify the provisions of the Stock Option Award relating to
such Option;
(ix) To amend any outstanding
Restricted Share Award, Stock Option, Award, SAR Award or Stock
Unit Award subject to applicable legal restrictions and to the
consent of the Participant who entered into such
agreement;
(x) To prescribe the consideration
for the grant of each Award under the Plan and to determine the
sufficiency of such consideration;
(xi) To determine whether Awards
under the Plan will be granted in replacement of other grants under
an incentive or other compensation plan of an acquired
business;
(xii) To correct any defect, supply
any omission, or reconcile any inconsistency in the Plan, any
Restricted Share Award, Stock Option Award, SAR Award, or Stock
Unit Award;
(xiii) To take any other actions
deemed necessary or advisable for the administration of the
Plan;
(xiv) To determine, at the time of
granting an Award or thereafter, that such Award shall vest as to
all or part of the Shares subject to such Award in the event of a
Change in Control.
(xv) To accelerate the vesting, or
extend the post-termination exercise term, of Awards at any time
and under such terms and conditions as it deems
appropriate.
In addition, without amending the
Plan, the Committee may grant awards under the Plan to eligible
employees or consultants who are foreign nationals on such terms
and conditions different from those specified in this Plan as may
in the judgment of the Committee be necessary or desirable to
foster and promote achievement of the purposes of the Plan, and, in
furtherance of such purposes the Committee may make such
modifications, amendments, procedures, subplans and the like as may
be necessary or advisable to comply with provisions of laws in
other countries in which the Company operates or has
employees.
Subject to the requirements of
applicable law, the Board of Directors may authorize one or more
officers of RHI to grant Awards and the Committee may designate
persons other than members of the Committee to carry out its
responsibilities, and the Committee may prescribe such conditions
and limitations as it may deem
6
appropriate, except that the Board of Directors
or the Committee may not delegate its authority with regard to
Awards to persons subject to Section 16 of the Exchange Act or
Awards intended to qualify as “performance-based
compensation” under Section 162(m) of the Code. All
decisions, interpretations and other actions of the Committee shall
be final and binding on all Participants, and all persons deriving
their rights from a Participant. No member of the Committee shall
be liable for any action that he has taken or has failed to take in
good faith with respect to the Plan or any Award.
Except arising from any action
taken, or failure to act, in bad faith, each member of the
Committee, or of the Board of Directors, shall be indemnified and
held harmless by RHI against and from (i) any loss, cost,
liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a
party or in which he or she may be involved by reason of any action
taken or failure to act under the Plan or any agreement under the
Plan, and (ii) from any and all amounts paid by him or her,
with RHI’s prior approval, in settlement thereof or paid by
him or her in satisfaction of any judgment in any such claim,
action, suit, or proceeding against him or her, provided he or she
shall have given RHI a reasonable opportunity, at its own expense,
to handle and defend the same before he or she undertakes to handle
and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under
RHI’s Certificate of Incorporation or Bylaws, by contract, as
a matter of law, or otherwise, or under any power that RHI may have
to indemnify them or hold them harmless.
SECTION 4.
ELIGIBILITY.
(a) General Rule . Only
Eligible Participants may be granted Restricted Shares, Stock
Units, NSOs or SARs. In addition, only individuals who are employed
as common-law employees by the Company may be granted
ISOs.
(b) Limitation on Awards . In
any fiscal year of RHI, no individual shall receive Options, SARs,
Restricted Shares and/or Stock Units covering in excess of
2,000,000 Shares in the aggregate; provided, however, that Outside
Directors may only receive Awards covering up to 15,000 Shares in
the aggregate per Outside Director in any fiscal year of RHI. The
limitations under this Subsection shall be subject to adjustment
pursuant to the adjustment provisions of the Plan.
SECTION 5. STOCK SUBJECT TO
PLAN.
(a) Basic Limitation . Shares
offered under the Plan shall be authorized but unissued Shares or
treasury Shares. The maximum aggregate number of Options, SARs,
Stock Units and Restricted Shares awarded under the Plan shall not
exceed 20,000,000 Shares. This limit shall be subject to the
provisions of the next Subsection and shall be subject to
adjustment pursuant to the adjustment provisions of the Plan. No
fractional Shares shall be issued under the Plan.
(b) Additional Shares . If
Restricted Shares are forfeited, then such Shares shall again
become available for Awards under the Plan. If Stock Units, Options
or SARs are forfeited or terminate for any reason before being
exercised, then the corresponding Shares shall again become
available for Awards under the Plan. If Stock Units are settled,
then only the number of Shares (if any) actually issued in
settlement of such Stock Units shall reduce the number of Shares
available under the Plan and the balance shall again become
available for Awards under the Plan. If SARs are exercised, then
only the number of Shares (if any) actually issued in settlement of
such SARs shall reduce the number of Shares available under the
Plan and the balance shall again become available for Awards under
the Plan.
(c) Dividend Equivalents .
Any dividend equivalents paid or credited under the Plan shall not
be applied against the number of Restricted Shares, Stock Units,
Options or SARs available for Awards, whether or not such dividend
equivalents are converted into Stock Units.
7
SECTION 6. RESTRICTED S
