Exhibit 10.2
MPS GROUP, INC.
EXECUTIVE ANNUAL INCENTIVE
PLAN
SECTION 1
Establishment and
Purpose . MPS Group,
Inc., a Florida corporation (the “Company”), hereby
establishes an incentive compensation plan, which shall be known as
the MPS Group, Inc. Executive Annual Incentive Plan (the
“Plan”). The purposes of the Plan are to further the
growth and financial success of the Company by offering performance
incentives to designated executives who have significant
responsibility for such success, to encourage management to focus
on key corporate, business unit and individual performance
objectives, and to assist in the attraction and retention of
qualified management talent through a competitive compensation
package. All Awards granted under the Plan shall be governed solely
by the terms of the Plan, the Award Notification, the Plan Rules
and applicable law.
SECTION 2
Definitions.
“Affiliate” means a
company or organization that directly, or indirectly through one or
more intermediaries, is controlled by the Company, whether through
the ownership of voting securities, by contract or otherwise, and
may be an unincorporated entity, division or operating unit of the
Company or any its Affiliates.
“Award” means the cash
incentive bonus granted to a Participant in accordance with the
provisions of the Plan.
“Award Notification”
means the written terms and conditions applicable to an Award
granted to a Participant, substantially in the form attached as
Appendix B.
“Award Opportunity”
means the percentages, as set forth in the Award Notification, that
are to determine the amount of the Participant’s Award. Award
Opportunity levels shall generally be dependent upon an
individual’s position in the Company or an Affiliate and
level of responsibility.
“Base Annual Salary”
means the actual regular annual base salary paid to a Participant
during the applicable Plan Year, excluding bonus, automobile
allowance, dues or other special awards (but as increased by the
amount of any pre-tax deferrals or other pre-tax payments made by
the Participant to the Company’s deferred compensation or
welfare plans (whether qualified or non-qualified)). Base Annual
Salary shall not include income from stock options, restricted
stock awards, fringe benefits, tax gross-ups or similar
items.
“Board of Directors” or
“Board” means the Board of Directors of the
Company.
“Change in Control”
means any of the following events:
(a) The acquisition by any
“person,” as the term person is used for purposes of
Sections 13(d) or 14(d) of the Exchange Act, of legal or beneficial
ownership of 35% or more of either (i) the then outstanding
shares of common stock of the Company or (ii) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of
directors;
(b) Individuals who, as of the
Effective Date constitute the Board of Directors cease for any
reason to constitute at least a majority of the Board of Directors;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a
vote of at least a majority of the directors then comprising the
Board of Directors shall be considered as though such individual
were a member of the Board of Directors as of the date
hereof;
(c) Approval by the shareholders of
the Company of a reorganization, merger or consolidation, in each
case unless the shareholders of the Company immediately before such
reorganization, merger or consolidation own,
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directly or indirectly, immediately following
such reorganization, merger or consolidation at least a majority of
the combined voting power of the outstanding voting securities of
the corporation resulting from such reorganization, merger or
consolidation in substantially the same proportion as their
ownership of the voting securities immediately before such
reorganization, merger or consolidation; or
(d) Approval by the shareholders of
the Company of (i) a complete liquidation or dissolution of
the Company, or (ii) the sale or other disposition of more
than 50% of the assets of the Company within a twelve month
period.
“Chief Executive
Officer” means the chief executive officer of the Company,
unless otherwise specified.
“Chief Financial
Officer” means the chief financial officer of the Company,
unless otherwise specified.
“Code” means the
Internal Revenue Code of 1986, as amended.
“Committee” means the
Compensation Committee of the Board of Directors, or any
subcommittee thereof, comprised of not less than the minimum number
of persons from time to time required by Section 16(b) of the
Exchange Act or Code Section 162(m), or any other committee
designated by the Board of Directors which is responsible for
administering the Plan.
“Company” means MPS
Group, Inc., a Florida corporation, and its successors.
“Effective Date” shall
have the meaning ascribed to it in Section 7(a).
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
“Financial Performance
Criteria” means one or more criteria selected by the
Committee to measure performance for the year and which are listed
on Appendix A attached hereto.
“Financial Performance
Objective” means one or more Financial Performance Criteria
that are applied to a Participant in determining the component of
the Plan that relates to financial performance.
“Key Performance
Objective” means an established individual goal applied to a
Participant in determining a component of the Plan that relates to
other than financial performance.
“Maximum Award” means
the maximum percentage of Base Annual Salary which may be paid to a
Participant as an Award based upon the performance during the Plan
Year.
“Named Executive
Officer” means a Participant who for a particular Plan Year
is one of the group of “covered employees” under Code
Section 162(m) and the regulations thereunder.
“Participant” means an
employee of the Company or an Affiliate who is designated by the
Committee in its sole discretion to participate in the
Plan.
“Performance Level”
means one or more related levels of Financial Performance
Objectives and Key Performance Objectives as established by the
Committee. Each Performance Level may be expressed on an absolute
and/or relative basis; or may be based on or otherwise employ
comparisons based on internal targets, the past performance of the
Company and/or the past or current performance of other companies;
and in the case of earnings-based measures, may consist of or
utilize comparisons related to capital, shareholders’ equity
and/or shares outstanding, or to assets or net assets.
“Plan Rules” has the
meaning ascribed to it by Section 3(a).
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“Plan Year” means the twelve month
period which is the same as the Company’s fiscal year. The
initial Plan Year shall be January 1, 2004 through
December 31, 2004.
“Target Award” means the
percentage of Base Annual Salary which will be paid to a
Participant as an Award if the Performance Level applicable to the
Participant for the Plan Year is achieved, as reflected in the Plan
Rules for such Plan Year.
“Threshold Award” means
the percentage of Base Annual Salary which may be paid to a
Participant as an Award based on the minimum acceptable performance
during the Plan Year.
SECTION 3
Administration.
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(a)
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The Plan will
be administered by the Committee, subject to its right to delegate
responsibility for administration of the Plan as set forth herein.
Subject to the terms of the Plan and applicable law, the Committee
will have authority to establish: (i) the employees who are to
become Participants in the Plan; (ii) the Target Award,
Maximum Award and Threshold Award that can be granted to each
Participant and the method for determining such award which the
Committee may amend from time to time; (iii) the applicable
Financial Performance Objectives and Key Performance Objectives for
each Participant, which Financial Performance Objectives will
include one or more of the Financial Performance Criteria listed on
Appendix A attached hereto, as determined by the Committee each
year; (iv) the time or times and the conditions subject to
which any Award may become payable; and (v) the form of
payment of an Award (collectively, the matters referred to in
(i) – (v) above are “Plan
Rules”).
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(b)
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The Plan Rules
will be adopted by the Committee prior to, or as soon as practical
after, the commencement of each Plan Year, provided that with
respect to Named Executive Officers such Plan Rules will be adopted
within the time provided in the regulations under Code
Section 162(m) if compliance therewith is necessary or
desirable in the Committee’s determination. Subject to the
provisions of the Plan and the Committee’s right to delegate
its responsibilities, the Committee will also have the
discretionary authority to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all
other determinations deemed necessary or advisable in administering
the Plan. The determinations of the Committee on the matters
referred to in paragraphs (a)(i) through (iv) of this
Section 3 with respect to Named Executive Officers (and such
other Participants as the Committee may determine) may be submitted
at least annually to the Board of Directors for its consideration
and ratification, provided that with respect to the Chief Executive
Officer the Committee shall establish the Award level and
performance targets. For Participants who are not Named Executive
Officers, or for Named Executive Officers for which the Committee
may determine that compliance with Code Section 162(m) is not
necessary or warranted in any Plan Year, the Committee may in its
discretion establish Financial Performance Criteria or other
performance measures not listed on Appendix A without obtaining
shareholder approval.
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SECTION 4
Eligibility
. The Committee will designate by
name or position the Participants for each Plan Year, which
designation may be based upon the recommendations of the Chief
Executive Officer and other designees. Any employee who is a
Participant in one Plan Year may be excluded from participation in
any other Plan Yea
