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EXHIBIT 10.10
ADMINISTAFF, INC. 2001 INCENTIVE PLAN
INITIAL 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, 7,500 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 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
(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 vested and
exercisable on the second
(2nd) anniversary of the Grant Date, and 100% of
the Option
Shares becoming vested and exercisable on the third (3rd)
anniversary of the Grant Date. The Optionee must be in continuous
Service
from the
Grant Date through the date of exercisability in order for an
Option to
become 100% vested and 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 Service since
the
Grant
Date, upon (i) a Change in Control, or (ii) the occurrence of
the
Optionee's
termination of Service due to death or Disability.
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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
of Service, the expiration of (A) three (3) months following
the
Optionee's termination of Service for Cause or (B) three (3)
years
following the Optionee's termination of Service for any other
reason; and/or
(ii) the portion of
the Option not exercisable upon
termination of Service, the date of the Optionee's termination
of
Service.
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 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 the
following manner, using an approved
exercise notice form provided by the Company
and which may be amended from time to
time:
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(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.,
