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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
