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EXHIBIT 10.11
ADMINISTAFF, INC. 2001 INCENTIVE PLAN
ANNUAL DIRECTOR AWARD AGREEMENT
This Award Agreement between Administaff, Inc. (the "Company"),
and
_______________________ (the "Optionee"), a
member of the Board of Directors of
the Company (the "Board"), 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, 5,000 shares of Common Stock
(as defined in the Administaff, Inc. 2001
Incentive Plan (the "Plan")) at
$_______ per share (the "Exercise Price"),
which is equal to 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 a
nonqualified stock option within the
meaning of the Internal Revenue Service
Code (the "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) "OPTION SHARES" shall mean the shares of Common Stock covered
by
this Award
Agreement.
(b) "SERVICE" shall mean service as a member of the Board.
2. EXERCISE SCHEDULE. The Option hereby granted is 100% vested
and
exercisable as of the Grant Date.
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; or
(b) the expiration of (i) three (3) months following the
Director's
termination of Service for Cause, or (ii) three (3) years following
the
Director's
termination of Service for any other reason.
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 5 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, 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
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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.
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. NOTICES. Notice of exercise of the Option must be made in
writing
in the following manner, using an approved
exercise notice form provided by the
Company and which may be amended from time
to time:
(a) by United States mail, postage prepaid, to Administaff,
Inc.,
19001
Crescent Springs Drive, Kingwood, Texas 77339-3802, Attention:
Investor
Relations Administrator, in which case the date of exercise
shall
be the
postmark date; or
(b) by hand delivery or otherwise to Administaff, Inc., 19001
Crescent
Springs Drive, Kingwood, Texas 77339-3802, Attention: Investor
Relations
Administrator, in which case the date of exercise shall be the
date when
receipt is acknowledged by the Company.
Notwithstanding the foregoing, in the event that the address of
the
Company is changed prior to the date of any
exercise of this Option, notice of
exercise shall instead be made pursuant to
the foregoing provisions at the
Company's current address.
Any other notices provided for in this Award Agreement or in
the
Plan shall be given in writing and shall be
deemed effectively delivered or
given upon receipt or, in the case of
notices delivered by the Company to the
O
