EXHIBIT 10.3
Amended and Restated Severance
Agreement
(Effective as of April 21 ,
2009)
This Amended and Restated Severance
Agreement is entered into as of April 21, 2009, by and between
Robert Half International Inc., a Delaware corporation (the
“Company”) and Paul F. Gentzkow (the
“Employee”).
WHEREAS, the Company and Employee
have previously entered into an Amended and Restated Severance
Agreement dated as of July 29, 2008, which amended and
restated an agreement originally entered into in 2000.
WHEREAS, the Severance Agreement was
entered into because the Company believed it to be in the best
interest of the Company and its shareholders to provide for
stability in the management of the Company.
WHEREAS, the Compensation Committee
of the Board of Directors of the Company has approved certain
amendments to the Severance Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the terms and conditions set forth herein, the
Company and the Employee hereby agree that the Amended and Restated
Severance Agreement dated July 29, 2008, shall be amended and
restated to read in its entirety as set forth herein:
1. Definitions
“Base Salary” means the
highest rate of annual base salary paid to Employee at any time
within the six (6) months preceding the Termination
Date.
“Change in Control”
shall have the meaning specified in the Company’s Stock
Incentive Plan, as in effect on July 29, 2008.
“Continuation Number”
means (a) 2.99, if Employee has served as a Director of the
Company at any time prior to the Termination Date, and (b) 2,
in all other cases.
“Earliest Payment Date”
shall mean six months following Separation from Service or such
alternate date as future modifications or amendments to
Section 409A and the rules and regulations thereunder may
specify as the earliest permitted date for a payment to be made,
or, if earlier the date of Employee’s death.
“Medical Coverage” means
healthcare insurance, benefits and/or coverage that either directly
pays the cost of medical care or provides reimbursement therefor,
and includes, but is not limited to, doctor or other provider
services, tests, equipment, prescriptions and anything else
generally considered to be related to individual health care,
whether preventive or corrective.
“Section 409A” means
Section 409A of the Internal Revenue Code.
“Separation from
Service” shall have the meaning specified by
Section 409A and the rules and regulations thereunder, as such
meaning may be modified or amended from time to time.
“Specified Employee”
shall have the meaning specified by Section 409A and the rules
and regulations thereunder, as such meaning may be modified or
amended from time to time.
“Stock” means the Common
Stock, $.001 par value, of the Company.
“Termination Date” means
the date on which Employee’s employment with the Company is
terminated.
“Termination For Cause”
means termination by the Company of Employee’s employment by
the Company by reason of Employee’s willful dishonesty
towards, fraud upon, or deliberate injury or attempted injury to
the Company, or by reason of Employee’s willful material
breach of any employment agreement with the Company, which has
resulted in material injury to the Company; provided, however, that
Employee’s employment shall not be deemed to have terminated
in a Termination For Cause if such termination took place as a
result of any act or omission believed by Employee in good faith to
have been in the interest of the Company.
“Termination Without
Cause” means (1) termination by the Company of
Employee’s employment other than pursuant to a Termination
For Cause or (2) termination by Employee following (a) a
reduction by more than 5% of Employee’s base salary per
month, exclusive of bonus, fringe benefits and other non-salary
compensation, or (b) a request by the Company that Employee
relocate more than 50 miles away from the current location of the
principal executive offices of the Company.
“Termination Following a
Change in Control” means a voluntary termination by Employee
within one year following Change in Control.
2. Payments and Benefits Upon
Termination Without Cause . In the event of a Termination
Without Cause, the Employee shall be entitled to receive the
following:
2.1. Base
