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EXHIBIT 10.8
ADMINISTAFF, INC. 2001 INCENTIVE PLAN
EMPLOYEE INCENTIVE STOCK OPTION AWARD AGREEMENT (3 YEAR
VESTING)
This Award Agreement between Administaff, Inc. (the "Company"),
and
_______________________ (the "Optionee"), an employee of the
Company, regarding
a right (the "Option") awarded to the Optionee on
_______________________ (the
"Grant Date") to purchase from the Company up to, but not
exceeding in the
aggregate, ______ shares of Common Stock (as defined in the
Administaff, Inc.
2001 Incentive Plan (the "Plan")) at $___ per share (the
"Exercise Price"),
which is the Fair Market Value of an Option Share as of the
Grant Date, such
number of shares and such price per share being subject to
adjustment as
provided in Section 13 of the Plan, and further subject to the
following terms
and conditions:
1. RELATIONSHIP TO PLAN. This Option is intended to be an
incentive stock option within the meaning of the Internal
Revenue Service Code
(the "Code") Section 422. To the extent the limitations of
Section 422(d) of the
Code are exceeded, with respect to such excess portion, the
Option is intended
to be a nonqualified stock option within the meaning of Code
Section 83. This
Option is subject to all of the terms, conditions and provisions
of the Plan and
administrative interpretations thereunder, if any, which have
been adopted by
the Committee thereunder and are in effect on the date hereof.
Except as defined
herein, capitalized terms shall have the same meanings ascribed
to them under
the Plan. For purposes of this Award Agreement:
(a) "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.
(b) "EMPLOYMENT" shall mean employment with the Company or any
of
its Subsidiaries.
(c) "OPTION SHARES" shall mean the shares of Common Stock
covered
by this Award Agreement.
2. EXERCISE SCHEDULE.
(a) The Option hereby granted shall become vested and
exercisable
in three (3) cumulative annual installments, with 33.33% of the
Option
Shares becoming vested and exercisable on the first (1st)
anniversary of
the Grant Date, 66.66% of the Option Shares becoming exercisable
on the
second (2nd) anniversary of the Grant Date, and 100% of the
Option Shares
becoming exercisable on the third (3rd) anniversary of the Grant
Date. No
fractional Option Shares shall become vested and exercisable on
the first
(1st) or second (2nd)
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anniversary of the Grant Date. The Optionee must be in
continuous
Employment from the Grant Date through the date of
exercisability of each
installment in order for the Option to become exercisable with
respect to
additional Option Shares on each such date.
b) The Option hereby granted shall become 100% vested and
exercisable, irrespective of the limitations set forth in
subsection (a)
above, provided that the Optionee has been in continuous
Employment since
the Grant Date, upon a Change in Control.
3. TERMINATION OF OPTION. The Option hereby granted shall
terminate and be of no force and effect with respect to any
shares of Common
Stock not previously purchased by the Optionee upon the first to
occur of:
(a) the tenth (10th) anniversary of the Grant Date;
(b) with respect to
(i) the portion of the Option exercisable upon termination,
the expiration of (A) one (1) year following the
Optionee's termination of Employment due to death or
Disability; or (B) the three (3) months following the
date the Optionee's termination of Employment for any
other reason; and/or
(ii) the portion of the Option not exercisable upon
termination, the date of the Optionee's termination of
Employment.
4. EXERCISE OF OPTION. Subject to the limitations set forth
herein and in the Plan, the Option may be exercised by written
notice provided
to the Company as set forth in Section 6 of this Award
Agreement. Such written
notice shall (a) state the number of shares of Common Stock with
respect to
which the Option is being exercised (no less than ten (10)
shares), and (b) be
accompanied by a wire transfer, cashier's check, cash or money
order payable to
Administaff, Inc., in the full amount of the purchase price for
any Option
Shares being acquired and any appropriate withholding taxes, or
by other
consideration in the form and manner approved by the Committee
pursuant to
Section 9 of the Plan.
Notwithstanding anything to the contrary contained herein,
the
Optionee agrees that he will not exercise the Option granted
pursuant hereto,
and that the Company will not be obligated to issue any Option
Shares pursuant
to this Award Agreement, if the exercise of the Option or the
issuance of such
shares would constitute a violation by the Optionee or by the
Company of any
provision of any law or regulation of any governmental authority
or any stock
exchange or transaction quotation system.
2
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If any law or regulation requires the Company to take any
action
with respect to the shares specified in such notice, the time
for delivery
thereof, which would otherwise be as promptly as possible, shall
be postponed
for the period of time necessary to take such action.
In no event shall the Company be required to issue fractional
shares
upon the exercise of any portion of the Option.
5. DISPOSITIONS OF STOCK. The Optionee shall be required to
promptly notify the Company if the Optionee disposes of any
Common Stock
acquired through the exercise of the Option either (a) within
two (2) yea
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