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EXHIBIT 10.12
ADMINISTAFF, INC. 2001 INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement ("Agreement") is between
ADMINISTAFF, INC. (the "Company") and (the "Grantee"), an
employee of the
Company or one of its Subsidiaries, regarding an award ("Award")
of ____________
shares of Common Stock (as defined in the ADMINISTAFF, INC. 2001
INCENTIVE PLAN
(the "Plan"), such Common Stock comprising this Award referred
to herein as
"Restricted Stock") awarded to the Grantee on February 1, 2005
(the "Award
Date"), such number of shares 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 Award 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.
2. VESTING SCHEDULE.
(a) The Award hereby granted shall become vested in three
(3)
cumulative annual installments, with one-third (1/3) of the
Restricted Stock
becoming vested on the first (1st) anniversary of the Award
Date, another
one-third (1/3) becoming vested on the second (2nd) anniversary
of the Award
Date, and the remaining one-third (1/3) becoming vested on the
third (3rd)
anniversary of the Award Date.
(b) All shares of Restricted Stock subject to this Award shall
vest,
irrespective of the limitations set forth in subparagraph (a)
above, provided
that the Grantee has been in continuous Employment since the
Award Date, upon
the occurrence of:
(i) a Change in Control or
(ii) the Grantee's termination of Employment by reason of
death or Disability.
(c) For purposes of this Agreement:
(i) "Disability" means physical or mental impairment (a)
which
causes a Grantee 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 Grantee be examined by a
physician or
physicians selected by the Committee.
(ii) "Employment" means employment with the Company or any
of
its Subsidiaries.
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3. FORFEITURE OF AWARD. Except as provided in any other
written
agreement between the Grantee and the Company, if the Grantee's
Employment
terminates other than by reason of death or Disability, all
unvested Restricted
Stock as of the termination date shall be forfeited.
4. ESCROW OF SHARES. During the period of time between the
Award
Date and the earlier of the date the Restricted Stock vests or
is forfeited (the
"Restriction Period"), the Restricted Stock shall be registered
in the name of
the Grantee and held in escrow by the Company, and the Grantee
agrees, upon the
Company's written request, to provide a stock power endorsed by
the Grantee in
blank. If any certificate is issued during the Restriction
Period, it shall bear
a legend as provided by the Company, conspicuously referring to
the terms,
conditions and restrictions described in this Agreement. Upon
termination of the
Restriction Period, a certificate representing such shares shall
be delivered
upon written request to the Grantee as promptly as is reasonably
practicable
following such termination.
5. CODE SECTION 83(b) ELECTION. The Grantee shall be permitted
to
make an election under Code Section 83(b), to include an amount
in income in
respect of the Award of Restricted Stock in accordance with the
requirements of
Code Section 83(b).
6. DIVIDENDS AND VOTING RIGHTS. The Grantee is entitled to
receive
all dividends and other distributions made with respect to
Restricted Stock
registered in his name and is entitled to vote or execute
proxies with respect
to such registered Restricted Stock, unless and until the
Restricted Stock is
forfeited.
7. DELIVERY OF SHARES. The Company shall not be obligated to
deliver
any shares of Common Stock if counsel to the Company determines
that such sale
or delivery would violate any applicable law or any rule or
regulation of any
governmental authority or any rule or regulation of, or
agreement of the Company
with, any securities exchange or association upon which the
Co
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