ADMINISTAFF, INC.
DIRECTORS COMPENSATION PLAN
PREAMBLE
WHEREAS,
Administaff, Inc. (the “Company”) desires to adopt the
Administaff, Inc. Directors Compensation Plan (the
“Plan”) in order to promote the interests of the
Company by encouraging Directors (as defined below) to acquire or
increase their equity interests in the Company and to provide a
means whereby such persons may develop a sense of proprietorship
and personal involvement in the development and financial success
of the Company;
NOW, THEREFORE,
the Company hereby adopts the Plan as set forth herein, effective
as of January 1, 1998.
ARTICLE 1
DEFINITIONS
For
purposes of the Plan, the following terms shall have the meanings
indicated:
1.1
Board means the Board of Directors of the Company.
1.2
Committee means the Compensation Committee of the Board.
1.3
Common Stock means the common stock, par value $.01 per share, of
the Company.
1.4
Compensation means the Participant’s annual retainer and any
meeting fees for each regular and special meeting (other than
telephonic meetings) and any fees earned by the Participant for
chairing committee meetings during the applicable Plan
Year.
1.5
Director means a member of the Board who is not also an employee of
the Company or a subsidiary thereof.
1.6
Fair Market Value means, as applied to a specific date, the closing
sale price of the Common Stock on the immediately preceding date as
reported in the NYSE-Corporate Transactions by The Wall Street
Journal for such date or, if no Common Stock was traded on such
date, on the next preceding date on which Common Stock was so
traded.
