-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QwVRsw0hOSxEptv7nZRxo3Fb+dI/qAiUdfSlpAQCcGDykpmA0J8DZhwkDSQRZbcX vtuMP8Llgp4kSM9bfgqR8w== 0000912057-96-016747.txt : 19960812 0000912057-96-016747.hdr.sgml : 19960812 ACCESSION NUMBER: 0000912057-96-016747 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960809 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALF ROBERT INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000315213 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 941648752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10427 FILM NUMBER: 96606435 BUSINESS ADDRESS: STREET 1: 2884 SAND HILL ROAD STREET 2: STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4158549700 MAIL ADDRESS: STREET 1: 2884 SAND HILL ROAD STREET 2: STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: BOOTHE FINANCIAL CORP /DE/ DATE OF NAME CHANGE: 19870721 FORMER COMPANY: FORMER CONFORMED NAME: BOOTHE INTERIM CORP DATE OF NAME CHANGE: 19600201 10-Q 1 10-Q - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-Q (MARK ONE) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . ------------------------ COMMISSION FILE NUMBER 1-10427 ROBERT HALF INTERNATIONAL INC. (Exact name of registrant as specified in its charter) DELAWARE 94-1648752 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2884 SAND HILL ROAD SUITE 200 MENLO PARK, CALIFORNIA (Address of principal executive 94025 offices) (zip-code) Registrant's telephone number, including area code: (415) 854-9700 ------------------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) had been subject to such filing requirements for the past 90 days. Yes _X_ No ____ Indicate the number of shares outstanding of each of the issuer's classes of common stock as of June 30, 1996: 58,634,556 shares of $.001 par value Common Stock - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (IN THOUSANDS, EXCEPT SHARE AMOUNTS) ASSETS:
JUNE 30, DECEMBER 31, 1996 1995 ------------- ----------------- (UNAUDITED) Cash and cash equivalents....................................................................... $ 56,527 $ 41,346 Accounts receivable, less allowances of $3,599 and $3,067....................................... 102,337 84,955 Other current assets............................................................................ 12,103 7,349 ------------- ----------------- Total current assets........................................................................ 170,967 133,650 Intangible assets, less accumulated amortization of $35,717 and $33,071......................... 160,919 155,441 Other assets.................................................................................... 16,292 12,049 ------------- ----------------- Total assets................................................................................ $348,178 $301,140 ------------- ----------------- ------------- ----------------- LIABILITIES AND STOCKHOLDERS' EQUITY: Accounts payable and accrued expenses........................................................... $ 15,127 $ 12,631 Accrued payroll costs........................................................................... 47,476 33,853 Income taxes payable............................................................................ 3,067 5,157 Current portion of notes payable and other indebtedness......................................... 2,114 4,239 ------------- ----------------- Total current liabilities................................................................... 67,784 55,880 Notes payable and other indebtedness, less current portion...................................... 2,604 1,486 Deferred income taxes........................................................................... 15,746 15,844 ------------- ----------------- Total liabilities........................................................................... 86,134 73,210 STOCKHOLDERS' EQUITY: Common stock, $.001 par value authorized 100,000,000 shares; issued and outstanding 58,741,516 and 57,784,622 shares.......................................................................... 59 58 Capital surplus................................................................................. 125,357 99,768 Deferred compensation........................................................................... (25,820) (9,642) Accumulated translation adjustments............................................................. (225) 51 Retained earnings............................................................................... 162,673 137,695 ------------- ----------------- Total stockholders' equity.................................................................. 262,044 227,930 ------------- ----------------- Total liabilities and stockholders' equity.................................................. $348,178 $301,140 ------------- ----------------- ------------- -----------------
All share amounts have been restated to retroactively reflect the two-for-one stock split effected in the form of a stock dividend in June 1996. The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 1 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------ ------------------ 1996 1995 1996 1995 -------- -------- -------- -------- (UNAUDITED) (UNAUDITED) Net service revenues...................................................................... $210,649 $148,570 $406,888 $293,309 Direct costs of services, consisting of payroll, payroll taxes and insurance costs for temporary employees . 126,728 90,838 246,325 179,538 -------- -------- -------- -------- Gross margin.............................................................................. 83,921 57,732 160,563 113,771 Selling, general and administrative expenses.............................................. 58,906 40,608 112,150 79,893 Amortization of intangible assets......................................................... 1,361 1,154 2,669 2,306 Net interest (income)/expense............................................................. (580) (83) (968) 17 -------- -------- -------- -------- Income before income taxes................................................................ 24,234 16,053 46,712 31,555 Provision for income taxes................................................................ 10,010 6,703 19,249 13,200 -------- -------- -------- -------- Net income................................................................................ $ 14,224 $ 9,350 $ 27,463 $ 18,355 -------- -------- -------- -------- -------- -------- -------- -------- Net income per share...................................................................... $ .23 $ .16 $ .45 $ .31 -------- -------- -------- -------- -------- -------- -------- --------
All per share amounts have been restated to retroactively reflect the two-for-one stock split effected in the form of a stock dividend in June 1996. The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 2 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, -------------------- 1996 1995 --------- --------- (UNAUDITED) COMMON STOCK: Balance at beginning of period...................................................................... $ 58 $ 56 Exercises of stock options -- par value............................................................. 1 -- --------- --------- Balance at end of period.......................................................................... $ 59 $ 56 --------- --------- --------- --------- CAPITAL SURPLUS: Balance at beginning of period...................................................................... $ 99,768 $ 82,627 Issuance of restricted stock, net -- excess over par value.......................................... 18,899 3,268 Exercises of stock options -- excess over par value................................................. 1,805 1,185 Tax benefits from exercises of stock options........................................................ 4,885 1,158 --------- --------- Balance at end of period.......................................................................... $ 125,357 $ 88,238 --------- --------- --------- --------- DEFERRED COMPENSATION: Balance at beginning of period...................................................................... $ (9,642) $ (5,533) Issuance of restricted stock, net................................................................... (18,899) (3,268) Amortization of deferred compensation............................................................... 2,721 1,323 --------- --------- Balance at end of period.......................................................................... $ (25,820) $ (7,478) --------- --------- --------- --------- ACCUMULATED TRANSLATION ADJUSTMENTS: Balance at beginning of period...................................................................... $ 51 $ (541) Translation adjustments............................................................................. (276) 388 --------- --------- Balance at end of period.......................................................................... $ (225) $ (153) --------- --------- --------- --------- RETAINED EARNINGS: Balance at beginning of period...................................................................... $ 137,695 $ 100,386 Repurchases of common stock -- excess over par value................................................ (2,485) (1,807) Net income.......................................................................................... 27,463 18,355 --------- --------- Balance at end of period.......................................................................... $ 162,673 $ 116,934 --------- --------- --------- ---------
All amounts have been restated to retroactively reflect the two-for-one stock split effected in the form of a stock dividend in June 1996. The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 3 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, ---------------- 1996 1995 ------- ------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income.................................................................................................... $27,463 $18,355 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of intangible assets........................................................................... 2,669 2,306 Depreciation expense........................................................................................ 2,540 1,531 Deferred income taxes....................................................................................... (1,513) 1,325 Changes in assets and liabilities, net of effects of acquisitions: Increase in accounts receivable........................................................................... (17,033) (10,838) Increase in accounts payable, accrued expenses and accrued payroll costs.................................. 11,821 9,331 Increase (decrease) in income taxes payable............................................................... (2,090) 2,181 Change in other assets, net of change in other liabilities................................................ (734) 1,305 ------- ------- Total adjustments......................................................................................... (4,340) 7,141 ------- ------- Net cash and cash equivalents provided by operating activities................................................ 23,123 25,496 CASH FLOWS USED IN INVESTING ACTIVITIES: Acquisitions, net of cash acquired.......................................................................... (1,725) (226) Capital expenditures........................................................................................ (6,791) (3,464) ------- ------- Cash and cash equivalents used in investing activities........................................................ (8,516) (3,690) CASH FLOWS USED IN FINANCING ACTIVITIES: Repurchases of common stock or common stock equivalents..................................................... (2,485) (1,807) Principal payments on notes payable and other indebtedness.................................................. (3,632) (1,057) Proceeds and tax benefits from exercise of stock options.................................................... 6,691 2,343 ------- ------- Net cash and cash equivalents provided by (used in) financing activities...................................... 574 (521) ------- ------- Net decrease in cash and cash equivalents..................................................................... 15,181 21,285 Cash and cash equivalents at beginning of period.............................................................. 41,346 2,638 ------- ------- Cash and cash equivalents at end of period.................................................................... $56,527 $23,923 ------- ------- ------- ------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest.................................................................................................... $ 332 $ 311 Income taxes................................................................................................ 17,055 6,072 Acquisitions: Fair value of assets acquired -- Intangible assets......................................................................................... $ 4,155 $ 207 Other..................................................................................................... 445 28 Liabilities incurred -- Notes payable and contracts............................................................................... (2,625) (9) Other..................................................................................................... (250) -- ------- ------- Cash paid, net of cash acquired............................................................................. $ 1,725 $ 226 ------- ------- ------- -------
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 4 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 (UNAUDITED) NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION. The Consolidated Financial Statements include the accounts of Robert Half International Inc. (the "Company") and its subsidiaries, all of which are wholly-owned. The company is a Delaware corporation. All significant intercompany balances have been eliminated. Certain reclassifications have been made to the 1995 financial statements to conform to the 1996 presentation. INTERIM FINANCIAL INFORMATION. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in management's opinion, include all adjustments necessary for a fair statement of results for such interim periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules or regulations; however, the Company believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the three and six months ended June 30, 1996, and 1995 are not necessarily indicative of results for the full year. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. REVENUE RECOGNITION. Temporary service revenues are recognized when the services are rendered by the Company's temporary employees. Permanent placement revenues are recognized when employment candidates accept offers of permanent employment. Reserves are established to estimate losses due to placed candidates not remaining in employment for the Company's guarantee period, typically 90 days. FOREIGN CURRENCY TRANSLATION. Foreign income statement items are translated at the monthly average exchange rates prevailing during the period. Foreign balance sheets are translated at the current exchange rates at the end of the period, and the related translation adjustments are recorded as part of Stockholders' Equity. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of income. CASH AND CASH EQUIVALENTS. For purposes of the Consolidated Statements of Cash Flows, the Company classifies all highly-liquid investments with a maturity of three months or less as cash equivalents. INTANGIBLE ASSETS. Intangible assets represent the cost of acquired companies in excess of the fair market value of their net tangible assets at the acquisition date, and are being amortized on a straight-line basis over a period of 40 years. The carrying value of intangible assets is periodically reviewed by the Company and impairments are recognized when the expected future operating cash flows derived from such intangible assets are less than their carrying value. Based upon its most recent analysis, the Company believes that no material impairment of intangible assets exist at June 30, 1996. INCOME TAXES. Deferred taxes are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. NOTE B -- STOCK SPLIT In June 1996, the Company effected a two-for-one stock split in the form of a stock dividend. All share and per share amounts in the financial statements have been restated to retroactively reflect the two-for-one stock split. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR EACH OF THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995. Net service revenues increased 41.8% during the second quarter of 1996 compared to the same period in 1995. Net service revenues for the six months ended June 30, 1996 increased 38.7% compared to the six months ended June 30, 1995. Temporary service revenues increased approximately 42.3% and 39.6% during the three and six months ended June 30, 1996, relative to the three and six months ended June 30, 1995. Permanent placement revenues increased 36.1% and 29.6% during the comparable three and six months ended June 30, 1996. The revenue comparisons reflect continued improvement in the demand for the Company's specialized staffing services. Gross margin dollars increased 45.4% and 41.1% during the three and six month periods ended June 30, 1996, compared with the corresponding three and six month periods ended June 30, 1995. Gross margin amounts equaled 39.8% and 39.5% of revenue for the three and six month periods ended June 30, 1996 compared to 38.9% and 38.8% of revenue for the three and six month periods ended June 30, 1995. Selling, general and administrative expenses were approximately $59 million and $112 million during the three and six months ended June 30, 1996 compared to approximately $41 million and $80 million during the three and six months ended June 30, 1995. Selling, general and administrative expenses as a percentage of revenues was 28.0% and 27.6% in the three and six months ended June 30, 1996 compared to 27.3% and 27.2% in the three and six months ended June 30, 1995. Net interest income for the three months ended June 30, 1996 increased by 598.8% compared to the comparable period in 1995. For the six months ended June 30, 1996, interest income was $968,000 compared to interest expense of $17,000 for the comparative period in 1995. These increases are due to the increase in cash and cash equivalents. The provision for income taxes for the three and six months ended June 30, 1996, was 41.3% and 41.2% compared to 41.8% of income before taxes for the same periods in 1994. The decrease in 1996 is the result of a smaller percentage of non-deductible intangible expenses relative to income. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 1996 the Company's sources of liquidity included approximately $56.5 million in cash and cash equivalents and $103.2 million in net working capital. In addition, as of June 30, 1996 $77.5 million is available for borrowing under the Company's $80.0 million bank revolving credit facility at interest rates of either the Eurodollar rate plus .6% or at prime. The Company's liquidity during the first six months of 1996 has increased by $23.1 million from funds generated by operating activities. In June 1996, the Company effected a two-for-one stock split in the form of a stock dividend. All share and per share amounts in the financial statements have been restated to retroactively reflect the two-for-one stock split. 6 PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 1, 1996, registrant held its annual meeting of stockholders. The four matters presented to stockholders at the annual meeting were the election of three directors to Class II, the approval of an amendment to the registrant's Outside Directors' Option Plan, the approval of amendments to the registrant's 1993 Incentive Plan and the approval of amendments to the registrant's Annual Performance Bonus Plan. The vote for director was as follows:
NOMINEE SHARES FOR SHARES WITHHELD - ---------------------------------------------------- ------------- --------------- Frederick A. Richman................................ 22,201,674 192,925 Thomas J. Ryan...................................... 22,286,474 108,125 J. Stephen Schaub................................... 22,361,874 32,725
The continuing directors, whose terms of office did not expire at the meeting, are Andrew S. Berwick, Jr., Frederick P. Furth, Edward W. Gibbons and Harold M. Messmer, Jr. The amendment to the Outside Directors' Option Plan was approved by the following vote: For: 15,775,143 Against: 6,438,962 Abstain: 124,694 Broker Nonvote: 55,800
The amendments to the 1993 Incentive Plan were approved by the following vote: For: 21,582,822 Against: 736,571 Abstain: 75,206 Broker Nonvote: 0
The amendments to the Annual Performance Bonus Plan were approved by the following vote: For: 22,008,215 Against: 208,466 Abstain: 177,918 Broker Nonvote: 0
No other matters were voted upon at the annual meeting. The foregoing numbers are the actual totals and have NOT been adjusted to reflect the two-for-one stock split effected in the form of a one-for-one stock dividend on June 7, 1996. ITEM 5. OTHER INFORMATION None 7 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits.
EXHIBIT NO. - ----------- 3.1 By-laws. 10.1 Outside Directors' Option Plan. 10.2 1989 Restricted Stock Plan. 10.3 StockPlus Plan. 10.4 1993 Incentive Plan. 10.5 Annual Performance Bonus Plan. 11 Computation of Per Share Earnings. 27 Financial Data Schedules.
(b) The registrant filed no current report on Form 8-K during the quarter covered by this report. 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROBERT HALF INTERNATIONAL INC. (Registrant) /s/ M. KEITH WADDELL -------------------------------------- M. Keith Waddell SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER (PRINCIPAL FINANCIAL OFFICER AND DULY AUTHORIZED SIGNATORY) Date: August 8, 1996 9 EXHIBIT INDEX
SEQUENTIALLY EXHIBITS DESCRIPTION NUMBERED PAGE - ---------- ------------------------------------------------------------------------------------------- ------------- 3.1 By-laws. 10.1 Outside Directors' Option Plan. 10.2 1989 Restricted Stock Plan. 10.3 StockPlus Plan. 10.4 1993 Incentive Plan. 10.5 Annual Performance Bonus Plan. 11 Computation of Per Share Earnings. 27 Financial Data Schedules.
EX-3.1 2 EXHIBIT 3.1 EXHIBIT 3.1 BY-LAWS OF ROBERT HALF INTERNATIONAL INC. ARTICLE I OFFICES Section 1. REGISTERED OFFICE. The registered office of the Corporation in the State of Delaware shall be at 1209 Orange Street, City of Wilmington, County of New Castle. Section 2. PRINCIPAL OFFICE FOR TRANSACTION OF BUSINESS. The principal office for the transaction of the business of the Corporation shall be at 2884 Sand Hill Road, in the City of Menlo Park, County of San Mateo, State of California. The Board of Directors may change said principal office from one location to another within or without said City, County or State. Section 3. OTHER OFFICES. The Corporation may have offices at such other place or places, within or without the State of Delaware, as from time to time the Board of Directors may determine or the business of the Corporation may require. ARTICLE II MEETING OF STOCKHOLDERS Section 1. PLACE OF MEETINGS. Meetings of the stockholders shall be held at such place either within or without the State of Delaware as shall be fixed by the Board of Directors and stated in the notice or waiver of notice of the meeting. Section 2. ANNUAL MEETING. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may come before the meeting shall be held on such date in each year as the Chairman of the Board shall designate. The Board of Directors shall present at each annual meeting a full and clear statement of the business and condition of the Corporation. Section 3. SPECIAL MEETINGS. A special meeting of the stockholders for any purpose or purposes, unless otherwise prescribed by statute, may be called at any time by the Chairman of the Board, or the President or by order of the Board of Directors. Section 4. NOTICE OF MEETINGS. Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting, directed to his address as it appears upon the books of the corporation, said notice to specify the place, date and hour and purpose or purposes of the meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. Section 5. QUORUM. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the 1 Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. Section 6. VOTING. Except as otherwise provided in the Certificate of Incorporation, each stockholder of voting common stock shall, at each meeting of the stockholders, be entitled to one vote in person or by proxy for each share of stock of the Corporation held by him on the date fixed pursuant to the provisions of Section 3 of Article IX of the By-Laws as the record date and registered in his name on the books of the Corporation for the determination of stockholders who shall be entitled to notice and to vote at such meeting. Any vote of stock of the Corporation may be given at any meeting of the stockholders by the stockholder entitled thereto in person or by proxy but no proxy shall be voted three years after its date, unless said proxy shall provide for a longer period. At all meetings of the stockholders all matters including election of directors, except where other provision is made by law, by the Certificate of Incorporation or by these By-Laws, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat, a quorum being present. Unless demanded by a stockholder of the Corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat or so directed by the chairman of the meeting, the vote thereat on any question or matter, including the election of directors, need not be by ballot. Upon a demand of any such stockholder for a vote by ballot on any question or at the direction of such chairman that a vote by ballot be taken on any question, such vote shall be taken. On a vote by ballot each ballot shall be signed by the stockholder voting, or by his proxy, and shall state the number of shares voted. No holder of Preferred Stock shall be entitled to vote at any meeting of the stockholders, except as provided by law, by the Certificate of Incorporation or by the Certificate of Determination of Preferences creating such Preferred Stock. Section 7. LIST OF STOCKHOLDERS. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held and which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 8. INSPECTORS OF VOTES. At each meeting of the stockholders the chairman of such meeting may appoint one or three Inspectors of Votes to act thereat. Each Inspector of Votes so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of an Inspector of Votes at such meeting with strict impartiality and according to the best of his ability. Such Inspectors of Votes shall take charge of the ballots at such meeting and after the balloting thereat on any question shall count the ballots cast thereon and shall make a report in writing to the secretary of such meeting of the results thereof. An Inspector of Votes need not be a stockholder of the Corporation, and any officer of the Corporation may be an Inspector of Votes on any question other than a vote for or against his election to any position with the Corporation or on any other question in which he may be directly interested. If there are three Inspectors of Votes, the determination, report or certificate of two such Inspectors shall be as effective as if unanimously made by all Inspectors. 2 ARTICLE III DIRECTORS Section 1. GENERAL POWERS. The property, business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Section 2. NUMBER, QUALIFICATION AND TERM OF OFFICE. (a) The number of directors which shall constitute the whole Board shall not be less than six nor more than eleven. The number of directors shall be fixed at such number, within the limits specified in the preceding sentence, as determined from time to time by resolution of the Board of Directors, upon approval by two-thirds (2/3) of the directors in office. (b) At the 1994 Annual Meeting of Stockholders, the directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1997 Annual Meeting of Stockholders, the term of office of the second class to expire at the 1996 Annual Meeting of Stockholders and the term of office of the third class to expire at the 1995 Annual Meeting of Stockholders. At each Annual Meeting of Stockholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after election. (c) If the stockholders of the Company do not approve the continuing classification of the Board of Directors at the 1999 Annual Meeting of Stockholders, then Section 2(b) hereof shall be of no further force or effect and, notwithstanding anything to the contrary in Section 2(b), the terms of all directors shall expire at the 2000 Annual Meeting of Stockholders and all directors elected at the 1999 Annual Meeting of Stockholders or any subsequent meeting of stockholders shall hold office for a one-year term. (d) Except as provided in Sections 4 and 5 to this Article III, each director shall hold office until the end of his term and until his successor shall be elected and qualified or until his death, resignation or removal. Directors need not be stockholders. This Section 2 shall not be amended to change the two-thirds (2/3) approval requirement set forth above except with the approval of two-thirds (2/3) of the directors in office. Section 3. RESIGNATIONS. Any director may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective shall not be specified therein, then it shall take effect immediately upon its receipt by the Secretary; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. REMOVAL OF DIRECTORS. Any director may be removed, with cause, at any time, by the affirmative vote of a majority in interest of the stockholders of record of the Corporation entitled to vote, given at a special meeting of the stockholders called for the purpose, and the vacancy in the Board of Directors caused by any such removal may be filled by the stockholders at such meeting or, if the stockholders shall fail to fill such vacancy, by the Board of Directors as provided in Section 5 of this Article III. In no case will a decrease in the number of directors shorten the term of any incumbent director. Section 5. VACANCIES. In case of any vacancy in the Board of Directors caused by death, resignation, disqualification, removal, an increase in the number of directors, or any other cause, the successor to fill the vacancy may be elected by the holders of shares of stock entitled to vote at an annual meeting of said holders or by two-thirds (2/3) of the directors in office, though less than a quorum, and each director so elected shall hold office for a term expiring at the Annual Meeting of Stockholders at which the term of the class to which he was elected expires and until his successor shall be duly elected and qualified, or until his death or until he shall resign or until he shall have been removed. Additional directorships resulting from an increase in the number of directors shall be 3 apportioned among the three classes as equally as possible. This section shall not be amended to change the requirement of a vote of two-thirds (2/3) of the directors set forth above except upon the approval of two-thirds (2/3) of the directors in office. Section 6. PLACE OF MEETING. The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine. Section 7. ORGANIZATION MEETING. The Board of Directors shall meet immediately following the annual meeting of stockholders and at the place where the stockholders' meeting was held, for the purpose of electing officers and transacting such other business as may lawfully come before it. No notice of such meeting shall be required. Section 8. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at such times as the Board of Directors shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Except as otherwise provided by law, notices of regular meetings need not be given. Section 9. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held when called by the Chairman of the Board, the Chairman of the Executive Committee, the President, the Secretary, Assistant Secretary or a majority of the Directors. Section 10. NOTICE OF MEETINGS. Notice of the time and place of all special meetings of the Board of Directors or any committee thereof, and of any regular meeting as to which notice is given, shall be given to each director either by telephone or by written notice delivered personally to each director or sent to each director by mail or by other form of written communication at least one day before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance at such meeting. Section 11. QUORUM AND MANNER OF ACTING. Except as otherwise provided by statute or by these By-Laws, a majority of the total number of directors (but not less than two) shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the directors present at any meeting at which a quorum shall be present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given. Section 12. ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, may be taken without a meeting, if all members of the Board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board or Committee. Section 13. MEETING BY TELEPHONE. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 14. COMPENSATION. The Board of Directors may at any time or from time to time by resolution provide that a specified sum shall be paid to any director of the Corporation, either as his annual compensation as such director or member of any committee of the Board of Directors or as compensation for his attendance at each meeting of the Board of Directors or any such committee. The Board of Directors may also likewise provide that the Corporation shall reimburse each director for any expense paid by him on account of his attendance at any meeting. Nothing in this Section shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. 4 ARTICLE IV EXECUTIVE COMMITTEE Section 1. APPOINTMENT. The Board of Directors may by resolution passed by a majority of the whole Board, appoint an Executive Committee of not less than three members, all of whom shall be directors. The Chairman of the Executive Committee shall be elected by the Board of Directors. Section 2. POWERS. The Executive Committee shall have and may exercise, when the Board is not in session, the power of the Board of Directors in the management of the business and affairs of the Corporation; but neither the Executive Committee nor any other committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation, nor shall it have the power or authority to declare a dividend, to authorize the issuance of stock or to fill vacancies in the Board of Directors or the Executive Committee. Section 3. TERM. The term of the Executive Committee shall be coexistent with that of the Board of Directors which shall have appointed such Committee. The Board may at any time for any reason remove any individual member of the Executive Committee and the Board may fill a Committee vacancy created by death, resignation or removal or increase in the number of members of the Executive Committee. The Board of Directors may designate one or more directors as alternate members of the Executive Committee who may replace any absent or disqualified member at any meeting of the Committee. Section 4. MEETINGS. Regular meetings of the Executive Committee, of which no notice shall be required, may be held on such days and at such places as shall be fixed by resolution adopted by a majority of the Committee and communicated to all of its members. Special meetings of the Executive Committee shall be held whenever called by the Chairman of the Executive Committee, the Chairman of the Board, the President, the Vice President, or a majority of the members of the Executive Committee then in office and shall be held at such time and place as shall be designated in the notice of the meeting. Section 5. QUORUM AND MANNER OF ACTION. A majority of the Executive Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting thereof at which a quorum is present shall be the act of the Committee. ARTICLE V OTHER COMMITTEES Section 1. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may, by resolution passed by a majority of the whole Board, from time to time appoint other committees of the Board of Directors. Each such committee, to the extent permitted by law and these By-Laws, shall have and may exercise such of the powers of the Board of Directors in the management and affairs of the Corporation as may be prescribed by the resolution creating such committee. A majority of all of the members of any such committee may determine its action and fix the time and place of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise prescribe. The Board of Directors shall have power to change the members of any such committee at any time, to fill vacancies and to discontinue any such committee at any time. Section 2. NON-BOARD COMMITTEES. The authority conferred upon the Board of Directors by Section 1 of this Article V to appoint committees of the Board of Directors shall not be deemed to preclude the appointment by either the Board of Directors or the Executive Committee of committees whose members need not be directors of the Corporation provided that such committees may not exercise any of the powers of the Board of Directors. 5 ARTICLE VI OFFICERS Section 1. NUMBER. The officers of the Corporation shall be the Chairman of the Board, the Vice Chairman of the Board, the Chairman of the Executive Committee, the President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may also appoint one or more Assistant Vice Presidents, Assistant Secretaries or Assistant Treasurers and such other officers and agents with such powers and duties as it shall deem necessary. Assistant Vice Presidents may also be appointed by the Chairman of the Board. Any of the Vice Presidents may be given such specific designation as may be determined from time to time by the Board of Directors. Any two or more offices except those of President and Secretary may be held by the same person. Section 2. ELECTION AND TERM OF OFFICE. The officers shall be elected annually by the Board of Directors at its organization meeting following the annual meeting of the stockholders and each shall hold office until the next annual election of officers and until his successor is elected and qualified, or until his death, resignation or removal. Any officer may be removed at any time, with or without cause, by a vote of the majority of the whole Board. Any vacancy occurring in any office may be filled by the Board of Directors. Section 3. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. (a) The Chairman of the Board shall exercise such powers and perform such duties as may be assigned to him by these By-Laws or by the Board of Directors. The Chairman of the Board shall preside at meetings of the stockholders and Board of Directors and, in the absence of the Chairman of the Executive Committee, shall preside at meetings of the Executive Committee. He shall be ex officio a member of all standing committees of the Board other than any standing audit committee or compensation committee. (b) The Vice Chairman of the Board, in the absence of the Chairman of the Board, shall preside at meetings of the stockholders and Board of Directors. He shall exercise such other powers and perform such other duties as may be assigned to him by these By-Laws or by the Board of Directors. Section 4. CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the Executive Committee shall preside at all meetings of the Executive Committee and, in the absence of the Chairman of the Board and the Vice Chairman of the Board, shall preside at meetings of the Board of Directors. The Chairman of the Executive Committee shall perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors. Section 5. PRESIDENT. The President, subject to the general control of the Board of Directors, shall be the chief executive officer of the Corporation and, as such, shall be responsible for the management and direction of the affairs of the Corporation, its officers, employees and agents and shall supervise generally the affairs of the Corporation. He shall exercise such other powers and perform such other duties as may be assigned to him by these By-Laws or by the Board of Directors. In the absence of the Chairman of the Board and the Vice Chairman of the Board, he shall preside at meetings of the stockholders and, in the absence of the Chairman of the Board, the Vice Chairman of the Board and the Chairman of the Executive Committee, he shall preside at meetings of the Board of Directors and the Executive Committee. He shall be ex officio a member of all standing committees of the Board other than any standing audit committee or compensation committee. Section 6. VICE PRESIDENTS. In the absence of the Chairman of the Board and the President, the Vice President designated by the Board of Directors shall have all of the powers and duties conferred upon the President. Except where by law the signature of the Chairman of the Board or the President is required, each of the Vice Presidents shall have the same power as the Chairman of the Board or the 6 President to sign certificates, contracts and other instruments of the Corporation. Any Vice President shall perform such other duties and may exercise such other powers as may from time to time be assigned to him by these By-Laws, the Board of Directors, the Chairman of the Board or the President. Section 7. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall record or cause to be recorded in books provided for the purpose the minutes of the meetings of the stockholders, the Board of Directors, the Executive Committee and all other committees of the Board of Directors, if any; shall see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law; shall be custodian of all corporate records (other than financial) and of the seal of the Corporation and see that the seal is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall keep the list of stockholders which shall include the post office address of each stockholder and make all proper changes therein, retaining and filing his authority for all such entries; shall see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors, the Chairman of the Board or the President. At the request of the Secretary, or in his absence or disability, any Assistant Secretary shall perform any of the duties of the Secretary and, when so acting, shall have all the powers and be subject to all the restrictions upon, the Secretary. Except where by law the signature of the Secretary is required, each of the Assistant Secretaries shall possess the same power as the Secretary to sign certificates, contracts, obligations and other instruments of the Corporation, and to affix the seal of the Corporation to such instruments, and attest the same. Section 8. TREASURER AND ASSISTANT TREASURER. The Treasurer shall keep or cause to be kept the books of account of the Corporation and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors, the Chairman of the Board or the President. The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board or the President shall designate from time to time. At the request of the Treasurer, or in his absence or disability, the Assistant Treasurer or, in case there shall be more than one Assistant Treasurer, the Assistant Treasurer designated by the Board of Directors, the Chairman of the Board, the President or the Treasurer, may perform any of the duties of the Treasurer and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. Except where by law the signature of the Treasurer is required, each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Corporation. Section 9. ASSISTANT VICE PRESIDENTS. The Assistant Vice Presidents shall perform such duties as shall be determined by the Board of Directors, the Chairman of the Board or the President of the Corporation. ARTICLE VII EXECUTION OF INSTRUMENTS The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document or to sign the corporate name without limitation, except where otherwise provided by law or in these By-Laws, and such designation may be general or confined to specific instances. 7 ARTICLE VIII VOTING OF SECURITIES OWNED BY THE CORPORATION All stock and other securities of other corporations held by the Corporation shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board, the Chairman of the Executive Committee, the President or any Vice President. ARTICLE IX SHARES OF STOCK Section 1. FORM AND EXECUTION OF CERTIFICATES. The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder's name and number of shares and shall be signed by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary. Any or all of the signatures on such certificate may be a facsimile. In case any officer of the Corporation who shall have signed, or whose facsimile signature shall have been placed upon, such certificate shall cease to be such officer before such certificate shall have been issued, such certificate may nevertheless be issued by the Corporation with the same effect as though such person were such officer at the date of issuance. Section 2. TRANSFER. Transfer of stock shall be made on the books of the Corporation only by the person named in the certificate or by attorney lawfully constituted in writing, and upon surrender of the certificate. Section 3. FIXING RECORD DATE. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 4. RECORD OWNER. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware. Section 5. LOST CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. 8 ARTICLE X DIVIDENDS Subject to the provisions of law and of the Certificate of Incorporation, the Board of Directors, at any regular or special meeting, may declare and pay dividends upon the shares of its stock either (a) out of its surplus as defined in and computed in accordance with the provisions of law or (b) in case it shall not have any such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, whenever and in such amount as, in the opinion of the Board of Directors, the condition of the affairs of the Corporation shall render advisable. Before payment of any dividend or making any distribution of profits, there may be set aside out of the surplus or net profits of the Corporation such sum or sums as the directors may from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation. ARTICLE XI CORPORATE SEAL The corporate seal shall consist of a die bearing the name of the Corporation and the inscription "Corporate Seal -- Delaware." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE XII AMENDMENTS All By-Laws of the Corporation shall be subject to alterations or repeal, and new By-Laws may be made, by the stockholders at any annual or special meeting, or except as otherwise provided by these By-Laws or by law, by the affirmative vote of a majority of the directors then in office given at any regular or special meeting of the Board of Directors. 9 EX-10.1 3 EXHIBIT 10.1 EXHIBIT 10.1 OUTSIDE DIRECTORS' OPTION PLAN OF ROBERT HALF INTERNATIONAL INC. (AS AMENDED AND RESTATED EFFECTIVE JUNE 7, 1996) 1. DEFINITIONS. As used in this Plan, the following terms have the following meanings: 1.1. ADMINISTRATOR means the Board or a committee appointed by the Board. 1.2. AFFILIATE means a "parent" or "subsidiary" corporation, as defined in Sections 425(e)and 425(f), respectively, of the Code. 1.3. ANNUAL ORGANIZATIONAL MEETING means the first meeting of the Board after the annual meeting of the Company's stockholders. 1.4. BOARD means the Board of Directors of the Company. 1.5. CHANGE IN CONTROL. A Change in Control means any of the following events: 1.5.1. SCHEDULE 13D OR 13G FILING. A Schedule 13D or 13G is filed pursuant to the Exchange Act indicating that any person or group (as such terms are defined in Section 13(d)(3) of the Exchange Act) has become the holder of more than forty percent (40%) of the outstanding Voting Shares. For purposes of calculating the percentage of Voting Shares, such person or group, but no other person or group, shall be deemed the owner of any Voting Shares which such person or group may acquire upon conversion of securities or upon the exercise of options, warrants or rights. 1.5.2. CERTAIN CHANGES IN DIRECTORATE. As a result of or in connection with any cash tender offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Company just prior to such event shall cease within one year to constitute a majority of the Board. 1.5.3. GOING PRIVATE. The Company's stockholders approve a definitive agreement providing for a transaction in which the Company will cease to be an independent publicly-owned corporation. 1.5.4. CERTAIN CORPORATE TRANSACTIONS. The stockholders of the Company approve a definitive agreement (i) to merge or consolidate the Company with or into another corporation in which the holders of the Voting Shares immediately before such merger or reorganization will not, immediately following such merger or reorganization, hold as a group on a fully-diluted basis both the ability to elect at least a majority of the directors of the surviving corporation and at least a majority in value of the surviving corporation's outstanding equity securities, or (ii) to sell or otherwise dispose of all or substantially all of the assets of the Company. 1.5.5. TENDER OR EXCHANGE OFFER. An Offer is made by a person or group (as such terms are defined in Section 13(d)(3) of the Exchange Act) and such Offer has resulted in such person or group holding an aggregate of forty percent (40%) or more of the outstanding Voting Shares. For purposes of this Section 1.5.5, Voting Shares held by such person or group shall be calculated in accordance with the last sentence of Section 1.5.1 hereof. 1.6. CODE means the Internal Revenue Code of 1986, as amended. 1.7. COMPANY means Robert Half International Inc. 1.8. DIRECTOR means a member of the Board. 1 1.9. ELIGIBLE DIRECTOR means a Director who is not also an employee of the Company or an Affiliate. 1.10. EXCHANGE ACT means the Securities Exchange Act of 1934, as amended. 1.11. GRANT DATE means the date on which an Option is granted. 1.12. OFFER means a tender offer or an exchange offer for shares of the Company's Stock. 1.13. OPTION means an option to purchase Stock as described in Section 5.1 hereof. An Option granted under this Plan is a nonstatutory option to purchase Stock which does not meet the requirements set forth in Section 422A of the Code. 1.14. OPTION AGREEMENT means a written agreement evidencing an Option, in form satisfactory to the Company, duly executed on behalf of the Company and delivered to and executed by an Optionee. 1.15. OPTIONEE means an Eligible Director who has been granted an Option. 1.16. PLAN means the Outside Directors' Option Plan. 1.17. SECURITIES ACT means the Securities Act of 1933, as amended. 1.18. STOCK means the Common Stock, $.001 par value, of the Company. 1.19. STOCK PURCHASE AGREEMENT means a written agreement, in form satisfactory to the Company, duly executed by the Company and an Optionee who has exercised an Option to purchase Stock. 1.20. TERMINATION DATE means the date on which an Optionee ceases to be a Director of the Company. 1.21. VESTING DATE means, with respect to each calendar year, the last day of the month in which the Annual Organization Meeting is held; provided, however, that the "Vesting Date" with respect to a particular Option shall not include the last day of the month in which such Option is granted. 1.22. VOTING SHARES means the outstanding shares of the Company entitled to vote for the election of directors. 2. PURPOSES OF THE PLAN. The purposes of the Plan are to attract and retain the best available candidates for the Board, to provide additional equity incentives to Eligible Directors through their participation in the growth value of the Stock, and to promote the success of the Company's business. To accomplish the foregoing objectives, this Plan provides a means whereby Eligible Directors will receive Options to purchase Stock. 3. STOCK SUBJECT TO THE PLAN. The number of authorized but previously unissued shares of the Company's Stock available for issuance hereunder shall equal the number of shares of Stock with respect to which Options are granted pursuant to Section 5 hereof. 4. ADMINISTRATION. The Administrator shall have the authority to grant Options upon the terms and conditions of this Plan, and to determine all other matters relating to this Plan. The Administrator may delegate ministerial duties to such employees of the Company as it deems proper. All questions of interpretation, implementation and application of this Plan shall be determined by the Administrator, and such determinations shall be final and binding on all persons. 2 5. TERMS AND CONDITIONS OF OPTIONS. 5.1. GRANT OF OPTION. Options shall be granted pursuant to this Plan as follows: 5.1.1. GRANT ON EFFECTIVE DATE. Upon the effective date of this Plan, an Option for 20,000 shares of Stock shall be granted to each Eligible Director who shall not previously have been granted an option by the Company for the purchase of shares of Stock. 5.1.2. SUBSEQUENT GRANTS. On the date of each Annual Organizational Meeting subsequent to the effective date of this Plan, an Option shall be granted to each Eligible Director. With respect to any Eligible Director who, prior to such date, shall not have been granted an option by the Company, whether pursuant to this Plan or any other plan or arrangement with the Company, the Option shall be for 10,000 shares of Stock. Otherwise, the Option shall be for 8,000 shares of Stock. 5.2. EXERCISE PRICE. The exercise price of an Option shall be 100% of the value of the Stock on the Grant Date, determined in accordance with Section 6 hereof. 5.3. OPTION TERM. Each Option granted under this Plan shall expire ten (10) years from the Grant Date. 5.4. OPTION EXERCISE. 5.4.1. INITIAL EXERCISE. No Option may be exercised in whole or in part until the later to occur of (i) the first Vesting Date following the Grant Date of such Option and (ii) six months after the Grant Date of such Option. 5.4.2. STOCKHOLDER APPROVAL. If stockholder approval of this Plan is required (a) under the rules and regulations promulgated under Section 16 of the Exchange Act in order to exempt any transaction contemplated by this Plan from Section 16(b) of the Exchange Act, or (b) by the rules of the New York Stock Exchange, if the Company's securities are listed thereon, or (c) by the rules of the National Association of Securities Dealers automated quotation system ("NASDAQ"), National Market System, if the Company's securities are quoted thereon, then no Option may be exercised in whole or in part until the stockholders of the Company have approved this Plan. 5.4.3. COMPLIANCE WITH SECURITIES LAWS. Stock shall not be issued pursuant to the exercise of an Option unless the exercise of the Option and the issuance and delivery of Stock pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, applicable state securities laws, the rules and regulations promulgated under each of the foregoing, the requirements of the New York Stock Exchange (if the Company's securities are listed thereon) and the requirements of NASDAQ pertaining to the National Market System (if the Company's securities are quoted thereon), and shall be further subject to the approval of counsel for the Company with respect to such compliance. 5.5. REGISTRATION AND RESALE. If the Stock subject to this Plan is not registered under the Securities Act and under applicable state securities laws, the Administrator may require that the Participant deliver to the Company such documents as counsel for the Company may determine are necessary or advisable in order to substantiate compliance with applicable securities laws and the rules and regulations promulgated thereunder. 5.6. VESTING SCHEDULE. An Optionee's right to exercise an Option shall vest, as to twenty-five percent (25%) of the Stock (as adjusted, pursuant to Section 5.8.1 hereof, if applicable) initially subject to the Option, on each of the first through fourth Vesting Dates following the Grant Date. 3 5.7. PAYMENT UPON EXERCISE. At the time written notice of exercise of an Option is given to the Company, the Optionee shall make payment in full, in cash or check or by one of the methods specified in Section 5.7.1 or Section 5.7.2 below, for all Stock purchased pursuant to the exercise of such Option. Proceeds of any such payment shall constitute general funds of the Company. 5.7.1. PROMISSORY NOTE. An Option may be exercised by delivery of the Optionee's full recourse promissory note for any portion or all of the aggregate exercise price of the Stock as to which the Option is being exercised. Such note shall (a) bear interest at the lowest rate which will not result in interest being imputed pursuant to the Internal Revenue Code, (b) mature four years after the date of exercise and (c) be on such other terms as determined by the Administrator. Such promissory note shall be secured by a security interest in the Stock purchased pursuant to the Option and in such other manner, if any, as the Administrator shall approve. 5.7.2. DELIVERY OF STOCK. An Option may be exercised by delivery by the Optionee of Stock already owned by the Optionee for all or part of the aggregate exercise price of the Stock as to which the Option is being exercised, so long as (i) the value of such Stock (determined as provided in Section 6) is equal on the date of exercise to the aggregate exercise price of the shares of Stock as to which the Option is being exercised, or such portion thereof as the Optionee is authorized to pay by delivery of Stock and (ii) such previously owned shares have been held by the Optionee for at least six months. 5.8. ADJUSTMENTS. 5.8.1. CHANGES IN CAPITAL STRUCTURE. If the Stock is changed by reason of a stock split, reverse stock split, stock dividend, or recapitalization, or is converted into or exchanged for other securities other than as a result of a Change of Control, the Administrator shall make such appropriate adjustments in (i) the number of shares of Stock to be covered by options granted under Section 5.1.2 hereof, (ii) each Option outstanding under this Plan, and (iii) the exercise price of each outstanding Option; provided, however, that the Company shall not be required to issue fractional shares as a result of any such adjustment. Each such adjustment shall be determined by the Administrator in its sole discretion, which determination shall be final and binding on all persons. Any new or additional Stock to which an Optionee may be entitled under this Section 5.8.1 shall be subject to all of the terms and conditions set forth in Section 5 of this Plan. 5.8.2. CHANGE OF CONTROL. In the event of a Change of Control, all Options shall vest immediately. 5.9. NO ASSIGNMENT. No right or benefit under, or interest in, the Plan shall be subject to assignment or transfer (other than by will or the laws of descent and distribution), and no such right, benefit or interest shall be subject to attachment or legal process for or against Participant or his or her beneficiaries, as the case may be. During the life of the Optionee, an Option shall be exercisable only by the Optionee or, in the event of disability of the Optionee, by the Optionee's guardian or legal representative. 5.10. TERMINATION; EXPIRATION OF UNVESTED OPTIONS. Options granted to an Optionee under this Plan, to the extent such rights have not expired or been exercised, shall terminate on such Optionee's Termination Date; provided, however, that an Option may be exercised, to the extent vested and exercisable on the Termination Date, for a period of thirty (30) days after such Optionee's Termination Date; and, provided further, that if exercise of an Option during such thirty (30) day period would subject such Optionee to liability under Section 16(b) of the Exchange Act, such thirty (30) day period shall not begin to run until six (6) months from the date of the last Stock transaction made, indirectly or directly, by such Optionee prior to such Optionee's Termination Date. 4 6. DETERMINATION OF VALUE. For purposes of this Plan, the value of the Stock shall be the closing sales price on the New York Stock Exchange or the NASDAQ National Market System, as the case may be, on the date the value is to be determined as reported in THE WALL STREET JOURNAL (Western Edition). If there are no trades on such date, the closing sale price on the last preceding business day upon which trades occurred shall be the fair market value. If the Stock is not listed on the New York Stock Exchange or quoted on the NASDAQ National Market System, the fair market value shall be determined in good faith by the Administrator. 7. MANNER OF EXERCISE. An Optionee wishing to exercise an Option shall give written notice to the Company at its principal executive office, to the attention of the Secretary of the Company, accompanied by an executed Stock Purchase Agreement and by payment of the Option exercise price in accordance with Section 5.7. The date the Company receives written notice of an exercise hereunder accompanied by payment of the Option exercise price will be considered the date such Option was exercised. Promptly after receipt of such written notice and payment, the Company shall deliver to the Optionee or such other person permitted to exercise such Option under Section 5.9, a certificate or certificates for the requisite number of shares of Stock. The Company shall pay any stock issue or transfer tax incurred with respect to such exercise and issuance. 8. RIGHTS. 8.1. RIGHTS AS OPTIONEE. No Eligible Director shall acquire any rights as an Optionee unless and until an Option Agreement has been duly executed on behalf of the Company, delivered to the Optionee and executed by the Optionee. 8.2. RIGHTS AS STOCKHOLDER. No person shall have any rights as a stockholder of the Company with respect to any Stock subject to an Option until the date that a stock certificate has been issued and delivered to the Optionee. 8.3. NO RIGHT TO REELECTION. Nothing contained in the Plan or any Option Agreement shall be deemed to create any obligation on the part of the Board to nominate any Director for reelection by the Company's stockholders, or confer upon any Director the right to remain a member of the Board for any period of time, or at any particular rate of compensation. 9. REGISTRATION AND RESALE. The Board may, but shall not be required to, cause the Plan, the Options, and Stock subject to the Plan to be registered under the Securities Act and under the securities laws of any state. No Option may be exercised, and the Company shall not be obliged to grant Stock upon exercise of an Option, unless, in the opinion of counsel for the Company, such exercise and grant is in compliance with all applicable federal and state securities laws and the rules and regulations promulgated thereunder. As a condition to the grant of an Option for the issuance of Stock upon the exercise of an Option, the Administrator may require that the Optionee agree to comply with such provisions and federal and state securities laws as may be applicable to such grant or the issuance of Stock, and that the Optionee delivers to the Company such documents as counsel for the Company may determine are necessary or advisable in order to substantiate compliance with applicable securities laws and the rules and regulations promulgated thereunder. 10. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Board may at any time amend, alter, suspend, or discontinue this Plan, except to the extent that stockholder approval is required for any amendment or alteration (a) by Rule 16b-3 or applicable law in order to exempt from Section 16(b) of the Exchange Act any transaction contemplated by this Plan, or (b) by the rules of the New York Stock Exchange, if the Company's securities are listed thereon, or (c) by the rules of NASDAQ pertaining to the National Market System, if the Company's securities are quoted thereon; provided, however, no amendment, alteration, suspension or discontinuation shall be made that would impair the rights of any Optionee under an Option without such Optionee's consent; and provided further, any provision in this Plan relating to the eligibility of Directors to participate in this Plan, the timing of Option grants made under this Plan or the amount of Options granted to a Director under this Plan shall not be amended, to the extent so provided by Rule 16b-3, more than once every six months, other 5 than to comport with the changes in the Code or the rules thereunder. Subject to the foregoing, the Administrator shall have the power to make such changes in the regulations and administrative provisions hereunder, or in any Option (with the Optionee's consent), as in the opinion of the Administrator may be appropriate from time to time. 11. INDEMNIFICATION OF ADMINISTRATOR. Members of the group constituting the Administrator shall be indemnified for actions with respect to the Plan to the fullest extent permitted by the Certificate of Incorporation, as amended, and the By-laws of the Company and by the terms of any indemnification agreement that has been or shall be entered into from time to time between the Company and any such person. 12. HEADINGS. The headings used in this Plan are for convenience only, and shall not be used to construe the terms and conditions of the Plan. 13. EFFECTIVE DATE. This Plan shall become effective upon adoption by the Board. If stockholder approval is required (a) under the General Rules and Regulations promulgated under Section 16 of the Exchange Act in order to exempt any transaction contemplated by this Plan from Section 16(b) of the Exchange Act or (b) by the rules of the New York Stock Exchange, if the Company's securities are listed thereon, or (c) by the rules of NASDAQ pertaining to the National Market System, if the Company's securities are quoted thereon, then this Plan shall be submitted to the stockholders of the Company for consideration at the next annual meeting of stockholders. The Administrator may make Options conditioned on such approval, and any Option so made shall be effective as of the date of grant, subject only to such approval. 6 EX-10.2 4 EXHIBIT 10.2 EXHIBIT 10.2 ROBERT HALF INTERNATIONAL INC. 1989 RESTRICTED STOCK PLAN (AS AMENDED AND RESTATED EFFECTIVE JUNE 7, 1996) 1. DEFINITIONS. As used in this Plan, the following terms shall have the meanings set forth below: 1.1. ADMINISTRATOR means the Board or a committee appointed by the Board, the composition (and in the case of a committee, the size) of which shall cause such Administrator to be "disinterested" within the meaning of the General Rules and Regulations promulgated pursuant to Section 16 of the Exchange Act. Any person who is appointed a member of said Administrator and who accepts such appointment shall, by virtue thereof, be ineligible for the time period specified in such General Rules and Regulations to be granted a Restricted Stock Grant under the Plan. 1.2. BOARD means the Board of Directors of the Company. 1.3. COMPANY means Robert Half International Inc., a Delaware corporation. 1.4. CONTINUOUS EMPLOYMENT means employment with the Company or any Subsidiary without any termination or leave of absence, except for a leave of absence approved by the Company or any Subsidiary which is less than six consecutive months in duration. 1.5. DISABILITY OR DISABLED shall mean (i) a physical or mental condition which, in the judgment of the Administrator based on competent medical evidence satisfactory to the Administrator (including, if required by the Administrator, medical evidence obtained by an examination conducted by a physician selected by the Administrator), renders Participant unable to engage in any substantial gainful activity for the Company and which condition is likely to result in death or to be of long, continued and indefinite duration, or (ii) a judicial declaration of incompetence. 1.6. ELIGIBLE EMPLOYEE means an employee of the Company or any Subsidiary (including an employee who is a director and/or officer) who, as determined by the Administrator in its sole discretion, has and exercises management functions and responsibilities. 1.7. EXCHANGE ACT means the Securities Exchange Act of 1934, as amended. 1.8. GRANT DATE means the date on which a Restricted Stock Grant is granted to an Eligible Employee. 1.9. ISSUE DATE means the date on which shares of Stock subject to a Restricted Stock Grant are issued or transferred by the Company to the account of an Eligible Employee who has received such grant. 1.10. OFFER means a tender offer or an exchange offer for the Company's Stock. 1.11. PARTICIPANT means an individual to whom a Restricted Stock Grant is granted under the Plan. 1.12. PLAN means this 1989 Restricted Stock Plan. 1.13. RESTRICTED STOCK GRANT means a grant described in Section 8 of the Plan which is made by the Company and approved by the Administrator under and pursuant to the Plan. 1.14. SECURITIES ACT means the Securities Act of 1933, as amended. 1.15. STOCK means the Common Stock, $.001 par value, of the Company. 1 1.16. SUBSIDIARY means a "subsidiary" corporation as defined in Section 425(f) of the Internal Revenue Code of 1986, as amended. 1.17. VESTING DATE means the last day of the calendar month in which the annual organizational Board meeting following the annual meeting of the stockholders of the Company is held, or such other date as shall be established by the Administrator; provided, however, that the "Vesting Date" with respect to a particular Restricted Stock Grant shall not include the last day of the month in which such Restricted Stock Grant is granted. 1.18. VOTING SHARES means the outstanding shares of the Company entitled to vote for the election of Directors. 1.19. WITHHOLDING TAXES means any applicable federal, state and local income and other employment taxes which the Company is required to withhold in connection with the lapse of restrictions on Stock subject to a Restricted Stock Grant. 2. PURPOSE. The purpose of the Plan is to aid the Company and its Subsidiaries in attracting, retaining and motivating management employees with outstanding ability, competence and potential. The Plan provides such employees with a proprietary interest in the Company's success and progress by granting to them shares of Stock in accordance with the terms and conditions set forth below. 3. STOCK SUBJECT TO THE PLAN. A total of 1,200,000 shares of Stock, subject to adjustment as provided in Section 9 of the Plan, all of which shall be treasury shares, shall be reserved for issuance under this Plan. If, on or before termination of the Plan, any shares of Stock shall be reacquired by the Company pursuant to the termination provisions described in Section 11 of the Plan or in the instruments evidencing the making of Restricted Stock Grants, such shares may again be granted under the Plan. 4. ADMINISTRATION. The Plan shall be administered by the Administrator. Subject to all the applicable provisions of the Plan, the Administrator is authorized to make Restricted Stock Grants in accordance with the Plan, to construe and interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, and to make all determinations and to take all actions necessary or advisable for the Plan's administration. Whenever the Plan authorizes or requires the Administrator to take any action, make any determination or decision, or form any opinion, then any such action, determination, decision or opinion by or of the Administrator shall be in the absolute discretion of the Administrator and shall be final and binding upon all persons in interest, including the Company, its shareholders, and all Participants. 5. PARTICIPANTS. From time to time the Administrator shall, in its sole discretion, but subject to all of the provisions of the Plan, determine which Eligible Employees will be granted Restricted Stock Grants under the Plan, the number of shares of Stock to be granted to each such Eligible Employee and the terms, conditions and restrictions of each such Restricted Stock Grant. In making such determinations, the Administrator shall take into account the nature of services rendered and to be rendered by the respective recipients, their present and potential contribution to the Company's success and such other factors as the Administrator in its discretion deems relevant to the accomplishment of the purposes of the Plan. In any year, the Administrator may approve Restricted Stock Grants to Eligible Employees subject to differing terms and conditions. 6. RIGHTS WITH RESPECT TO SHARES OF STOCK. The Administrator shall notify each Eligible Employee to whom a Restricted Stock Grant has been granted of such grant. Upon written acceptance by the Eligible Employee of restrictions and other terms and conditions described in the Plan and in the instrument evidencing such Restricted Stock Grant, the Eligible Employee shall be a Participant, and the Company shall cause to be issued or transferred to the name of the Participant a certificate or certificates for the number of shares of Stock granted, subject to the provisions of Section 8.6 hereof. From and after the Issue Date, the Participant shall have absolute ownership of such shares of Stock, 2 including the right to vote and to receive dividends thereon, subject to the terms, conditions and restrictions described in the Plan and in the instrument evidencing the grant of such Restricted Stock Grant. 7. EMPLOYMENT. No grant of a Restricted Stock Grant to a Participant under the Plan shall affect any right of the Company or any Subsidiary to terminate, with or without cause, the Participant's employment at any time. 8. TERMS AND CONDITIONS OF RESTRICTED STOCK GRANT. Each Restricted Stock Grant made under the Plan shall contain the following terms, conditions and restrictions and such additional terms, conditions and restrictions as may be determined by the Administrator at the time of grant. 8.1. TERMINATION OF CONTINUOUS EMPLOYMENT. If the Participant's Continuous Employment with the Company or any Subsidiary shall terminate for any reason, except as provided in Section 8.3, all the rights of the Participant to such shares of Stock as to which restrictions have not lapsed pursuant to this Section or under Sections 8.2, 8.3 or 8.4 hereof shall immediately terminate; provided, however, that the Administrator, in its sole discretion, within ninety (90) days of such termination of Continuous Employment, may notify the Participant in writing that the Participant's rights in such shares will not terminate and that the Participant shall continue to be the owner of such shares, subject to such continuing restrictions as the Administrator may prescribe in such notice. 8.2. LAPSE OF RESTRICTIONS. The restrictions imposed on any Restricted Stock Grant shall lapse as to twenty-five percent (25%) of the Stock granted pursuant to such grant on each of first through fourth Vesting Dates which occur following the related Grant Date of such Restricted Stock Grant. Notwithstanding the foregoing, the Administrator may accelerate the lapsing of restrictions on a Restricted Stock Grant, in whole or in part, (i) as permitted by Section 8.1; (ii) as required by any employment or other agreement with the Company or any Subsidiary to which a Participant hereunder is a party; or (iii) under such terms and conditions as the Administrator deems appropriate. 8.3. TERMINATION OF CONTINUOUS EMPLOYMENT BY REASON OF DEATH OR DISABILITY. Any provisions of Section 8.1 to the contrary notwithstanding, if a Participant (i) has been in the Continuous Employment of the Company or a Subsidiary since the Grant Date of a Restricted Stock Grant and (ii) the employment of such Participant is terminated as a result of death or Disability, then, on the date of such termination, the restrictions imposed on any Restricted Stock Grant shall lapse as to all shares of Stock granted to such Participant pursuant to such Restricted Stock Grant. 8.4. CHANGE IN CONTROL. In the event of a Change in Control (as defined in this Section 8.4), all restrictions on any and all Restricted Stock Grants then outstanding shall immediately lapse. For purposes of this Plan, a "Change in Control" shall occur in the event of any of the following: 8.4.1. SCHEDULE 13D OR 13G FILING. A Schedule 13D or 13G is filed pursuant to the Exchange Act indicating that any person or group (as such terms are defined in Section 13(d)(3) of the Exchange Act) has become the holder of more than forty percent (40%) of the outstanding Voting Shares. For purposes of calculating the percentage of Voting Shares, such person or group, but no other person or group, shall be deemed the owner of any Voting Shares which such person or group may acquire upon conversion of securities or upon the exercise of options, warrants or rights. 8.4.2. CERTAIN CHANGES IN DIRECTORATE. As a result of or in connection with any cash tender offer, merger, or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Company just prior to such event shall cease within one year to constitute a majority of the Board. 3 8.4.3. GOING PRIVATE. The Company's stockholders approve a definitive agreement providing for a transaction in which the Company will cease to be an independent publicly-owned corporation. 8.4.4. CERTAIN CORPORATE TRANSACTIONS. The stockholders of the Company approve a definitive agreement (i) to merge or consolidate the Company with or into another corporation in which the holders of the Stock immediately before such merger or reorganization will not, immediately following such merger or reorganization, hold as a group on a fully-diluted basis both the ability to elect at least a majority of the directors of the surviving corporation and at least a majority in value of the surviving corporation's outstanding equity securities, or (ii) to sell or otherwise dispose of all or substantially all of the assets of the Company. 8.4.5. TENDER OR EXCHANGE OFFER. An Offer is made by a person or group (as such terms are defined in Section 13(d)(3) of the Exchange Act) and such Offer has resulted in such person or group holding an aggregate of forty percent (40%) or more of the outstanding Voting Shares. For purposes of this Section 8.4.5, Voting Shares held by such person or group shall be calculated in accordance with the last sentence of Section 8.4.1 hereof. 8.5. AGREEMENT BY PARTICIPANT REGARDING WITHHOLDING TAXES. Each Participant granted a Restricted Stock Grant shall represent in writing that such Participant acknowledges that, with respect to each Restricted Stock Grant held by such Participant, (i) on each Vesting Date, Withholding Taxes become due with respect to shares of Stock as to which restrictions lapse, (ii) payment of Withholding Taxes to the Company is the responsibility of Participant and (iii) payment of such Withholding Taxes may require a significant cash outlay by Participant. In addition, each Participant granted a Restricted Stock Grant shall be subject to the following rules: 8.5.1. PAYMENT OF TAXES. Within five (5) business days following any lapsing of restrictions pursuant to the operation of Sections 8.1, 8.2, 8.3 or 8.4 hereof, the Company shall notify each affected Participant or, if applicable under Section 8.3, his or her estate, as to the amount of Withholding Taxes required to be withheld by the Company as a result of the lapse of restrictions. Within five (5) business days of receipt of such notice, Participant shall make full payment of Withholding Taxes to the Company. Such payment may be made in cash or by check or by reduction in the number of shares deliverable to Participant. If Withholding Taxes are paid by reduction of the number of shares deliverable to Participant, such shares shall be valued as of the date that the restrictions lapsed. In the event that such payment is not made within the specified time period, to the extent permitted by law the Company shall have the right to cause such Participant's Withholding Taxes obligation to be satisfied by reducing the number of shares of Stock deliverable or by offsetting such Withholding Taxes against amounts otherwise due from the Company to such Participant. The Company may instruct its transfer agent to withhold delivery of certificates evidencing such shares of Stock until Participant's Withholding Taxes obligation has been satisfied in full. 8.5.2. ELECTION TO RECOGNIZE GROSS INCOME IN THE YEAR OF GRANT. If any Participant properly elects within thirty (30) days of the Grant Date, to include in gross income for federal income tax purposes an amount equal to the fair market value of the shares of Stock on the Grant Date, such Participant shall pay to the Company in the calendar month of such Grant Date, or make arrangements satisfactory to the Administrator to pay to the Company, any Withholding Taxes required to be withheld with respect to such shares. 8.6. RESTRICTIVE LEGENDS; TRANSFER RESTRICTIONS; CUSTODY. Each certificate evidencing shares of Stock granted pursuant to a Restricted Stock Grant may bear an appropriate legend referring to the terms, conditions and restrictions described in the Plan and in the instrument evidencing the Restricted Stock Grant. In addition, if required under this Plan or applicable securities laws, the Company may instruct its transfer agent that shares of Stock evidenced by such certificates may not be transferred without the written consent of the Company. Any attempt to dispose of such shares of Stock in contravention of such terms, conditions and 4 restrictions shall be invalid. Until the restrictions thereon have lapsed and the related Withholding Taxes obligations have been satisfied, such certificates will be held in custody by the Company or such bank or other institution designated by the Administrator. 8.7. NO ASSIGNMENT. Except as specifically provided by law (including the laws of descent and distribution), no right or benefit under, or interest in, the Plan shall be subject to assignment, and no such right, benefit or interest shall be subject to attachment or legal process for or against Participant or his or her beneficiaries, as the case may be. 8.8. COMPLIANCE WITH SECURITIES LAWS. Stock shall not be issued pursuant to a Restricted Stock Grant unless the issuance and delivery of Stock pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, applicable state securities laws, and rules and regulations promulgated under each of the foregoing, and the requirements of any stock exchange upon which the Stock may then be listed or quotation system upon which the Stock may be quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 8.9. REGISTRATION AND RESALE. If the Stock subject to this Plan is not registered under the Securities Act and under applicable state securities laws, the Administrator may require that the Participant deliver to the Company such documents as counsel for the Company may determine are necessary or advisable in order to substantiate compliance with applicable securities laws and the rules and regulations promulgated thereunder. 8.10. HOLDING PERIOD. Except as provided in Section 8.3 hereof, to the extent required under the General Rules and Regulations promulgated pursuant to Section 16 of the Exchange Act, a Restricted Stock Grant made under this Plan shall provide that the Participant shall not dispose of Stock subject to such Restricted Stock Grant for at least six months after the Grant Date. 8.11. PERFORMANCE CONDITIONS. If so determined by the Administrator, any grant of Restricted Shares shall be made subject to a Performance Condition in addition to any other restrictions imposed pursuant to this Section 8. Such Performance Condition shall operate as specified in this Section 8.11. 8.11.1 As used in this Section 8.11, the following terms shall have the indicated meanings: CERTIFICATION DATE means the date that the Administrator makes its written certification of a Final Restricted Stock Award. ACTUAL EPS means fully diluted earnings per share for the Performance Period, determined in accordance with generally accepted accounting principles. For purposes of the foregoing sentence, earnings shall mean income before extraordinary items, discontinued operations and cumulative effect of changes in accounting principles and after full accrual for the bonuses paid under this Plan. EPS RATIO means the result obtained by dividing Actual EPS by Target EPS. FINAL RESTRICTED STOCK AWARD means the product of the Multiplier and the Unvested Restricted Stock Award. MULTIPLIER means (a) the sum of 0.1 and the EPS Ratio, if the EPS Ratio is greater than or equal to 0 and less than 0.9, (b) 1, if the EPS Ratio is greater than or equal to 0.9, or (c) 0, if the EPS Ratio is less than 0. PERFORMANCE PERIOD means the period of service to which the Performance Condition relates. 5 TARGET EPS means the EPS goal set with respect to a Restricted Stock Award made subject to a Performance Condition. UNVESTED RESTRICTED STOCK AWARD means the number of shares of a Restricted Stock Award made subject to a Performance Condition with respect to which the restrictions otherwise imposed by this Section 8 have not lapsed pursuant to Section 8.2, 8.3 or 8.4. 8.11.2 A Restricted Stock Award shall be subject to a Performance Condition only if (a) the Administrator makes such a determination on the Grant Date or (b) the Participant consents to the Performance Condition. 8.11.3 If a Restricted Stock Award is made subject to a Performance Condition, the Administrator shall establish the Performance Period and Target EPS for such award no later than the time permitted by section 162(m) of the Internal Revenue Code. 8.11.4 After the public release by the Company of its unaudited results for the last fiscal quarter of the Performance Period, the Chief Financial Officer shall, with respect to each Restricted Stock Award made subject to a Performance Condition, (a) calculate the Actual EPS, (b) determine the Multiplier, (c) calculate the Final Restricted Stock Award, and (d) deliver such calculation to the Administrator. 8.11.5 The Administrator shall review the information submitted by the Chief Financial Officer and certify, in writing, each Final Restricted Stock Award. 8.11.6 To the extent that a Final Restricted Stock Award is less than the Unvested Restricted Stock Award, the number of shares of the Unvested Restricted Stock Award representing the difference shall be forfeited by the Holder. The Final Restricted Stock Award shall bear the same vesting schedule as the Unvested Restricted Stock Award, and on each Vesting Date the percentage of the Final Restricted Stock Award that vests shall be the same as the percentage of the Unvested Restricted Stock Award that would have vested had no shares been forfeited as a result of the Performance Condition. 8.11.7 If all or a portion of an Unvested Restricted Stock Award made subject to a Performance Condition shall have the restrictions otherwise imposed by this Section 8 removed by operation of Section 8.3 or 8.4, then the Performance Condition shall be cancelled and none of such shares shall be subject to reduction or forfeiture as provided by the Performance Condition. Such shares shall be released to the Participant in accordance with the terms of this plan relating to shares with respect to which no restrictions remain. 8.11.8 If all or a portion of an Unvested Restricted Stock Award made subject to a Performance Condition shall have the restrictions otherwise imposed by this Section 8 removed for any reason other than by operation of Section 8.3 or 8.4, no shares shall be released to the Participant until after the Certification Date. No such removal of restrictions prior to the Certification Date shall in any way be deemed a satisfaction, waiver or cancellation of the Performance Condition, and such Unvested Restricted Stock Award shall remain subject to reduction and forfeiture as provided by the Performance Condition. 9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If the Stock is changed by reason of a stock split, reverse stock split, stock dividend, or recapitalization, or is converted into or exchanged for other securities, other than as a result of a Change of Control, appropriate adjustments shall be made in the number and class of shares of Stock subject to this Plan and each Restricted Stock Grant made pursuant to this Plan; provided, however, that if fractional shares become due to any Participant as a result of any such adjustment, the Company may, at its option, pay cash in lieu thereof. Each such adjustment shall be determined by the Administrator in its sole discretion, which determination shall be final and binding on all persons. Any new or additional Stock to which a Participant may be entitled under this Section 9 shall be subject to all the terms and conditions set forth in Section 8 of this Plan. 6 10. DURATION OF PLAN. Unless sooner terminated, the Plan shall remain in effect for a period of ten years from its effective date. Termination of the Plan shall not affect any Restricted Stock Grants previously granted pursuant thereto, which shall remain in effect until their restrictions shall have lapsed, all in accordance with their terms. 11. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Board may at any time amend, alter, suspend, or discontinue this Plan, except to the extent that stockholder approval is required for any amendment or alteration (a) by Rule 16b-3 or applicable law in order to exempt from Section 16(b) of the Exchange Act any transaction contemplated by this Plan, (b) by the rules of the New York Stock Exchange, if the Company's securities are listed thereon, or (c) by the rules of National Association of Securities Dealers automated quotation system pertaining to the National Market System, if the Company's securities are quoted thereon; provided, however, no amendment, alteration, suspension or discontinuation shall be made that would impair the rights of any Participant under a Restricted Stock Grant without such Participant's consent. Subject to the foregoing, the Administrator shall have the power to make such changes in the regulations and administrative provisions hereunder, or in any Restricted Stock Grant (with the Participant's consent), as in the opinion of the Administrator may be appropriate from time to time. 12. INDEMNIFICATION OF ADMINISTRATOR. Members of the group constituting the Administrator shall be indemnified for actions with respect to the Plan to the fullest extent permitted by the Certificate of Incorporation, as amended, and the By-laws of the Company and by the terms of any indemnification agreement that has been or shall be entered into from time to time between the Company and any such person. 13. HEADINGS. The headings used in this Plan are for convenience only, and shall not be used to construe the terms and conditions of the Plan. 14. EFFECTIVE DATE. This Plan shall become effective upon adoption by the Board. If stockholder approval is required (a) under the General Rules and Regulations promulgated under Section 16 of the Exchange Act in order to exempt any transaction contemplated by this Plan from Section 16(b) of the Exchange Act or (b) by the rules of the New York Stock Exchange, if the Company's securities are listed thereon, or (c) by the rules of National Association of Securities Dealers automated quotation system pertaining to the National Market System, if the Company's securities are quoted thereon, then this Plan shall be submitted to the stockholders of the Company for consideration at the next annual meeting of stockholders. The Administrator may make Restricted Stock Grants conditioned on such approval, and any Restricted Stock Grant so made shall be effective as of the date of grant, subject only to such approval. 7 EX-10.3 5 EXHIBIT 10.3 EXHIBIT 10.3 ROBERT HALF INTERNATIONAL INC. STOCKPLUS PLAN (AS AMENDED AND RESTATED EFFECTIVE JUNE 7, 1996) 1. PURPOSES. The principal purposes of the Robert Half International Inc. StockPlus Plan (the "Plan") are: (a) to improve individual employee performance by providing long-term incentives and rewards to employees of the Company, (b) to assist the Company in attracting, retaining and motivating employees with experience and ability, and (c) to associate the interests of such employees with those of RHII's shareholders. 2. DEFINITIONS. Unless the context clearly indicates otherwise, the following terms, when used in this Plan, shall have the meanings set forth below: (a) "COMMON STOCK" or "STOCK" means RHII Common Stock, par value $.001 per share. (b) "ADMINISTRATOR" means a committee of the Board of Directors of RHII, the composition and the size of which shall cause such Administrator to be "disinterested" within the meaning of the General Rules and Regulations promulgated pursuant to Section 16 of the Exchange Act. If such Administrator is composed of "disinterested persons" within the meaning of such General Rules and Regulations, then any person who is appointed a member of such Administrator and who accepts appointment shall, by virtue thereof, be ineligible for the time period specified in such General Rules and Regulations to be granted an Option under the Plan. Unless otherwise determined by the Board of Directors, the Administrator shall be the Compensation Committee of the Board of Directors. (c) "COMPANY" means Robert Half International Inc., its divisions and direct and indirect subsidiaries. (d) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. (e) "FAIR MARKET VALUE" means the closing sales price on the New York Stock Exchange or the NASDAQ National Market System, as the case may be, on the date the value is to be determined as reported in The Wall Street Journal (Western Edition). If there are no trades on such date, the closing price on the latest preceding business day upon which trades occurred shall be the Fair Market Value. If the Stock is not listed in the New York Stock Exchange or quoted on the NASDAQ National Market System, the Fair Market Value shall be determined in good faith by the Administrator. (f) "GRANT DATE" means the date an Option is granted under the Plan. (g) "OPTION" or "STOCK OPTION" means a right granted under the Plan to an Optionee to purchase shares of RHII Common Stock at a fixed price for a specified period of time. (h) "OPTION PRICE" means the price at which a share of Common Stock covered by an Option granted hereunder may be purchased. (i) "OPTIONEE" means an eligible employee of the Company who has received a Stock Option granted under the Plan. (j) "RHII" means Robert Half International Inc., a Delaware corporation. 3. ADMINISTRATION. The Plan shall be administered by the Administrator, which shall have full power and authority to administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan as the Administrator deems necessary or advisable. The Administrator's powers include, but are not limited to (subject to the specific limitations described herein), authority to determine the employees to be granted Options 1 under the Plan, determine the size and applicable terms and conditions of grants to be made to such employees, determine the time when Options will be granted and authorize grants to eligible employees. Any guidelines that may be adopted from time to time by the Administrator shall be advisory only and shall not be binding upon the Administrator. The Administrator's interpretations of the Plan, and all actions taken and determinations made by the Administrator concerning any matter arising under or with respect to the Plan or any Options granted hereunder, shall be final, binding and conclusive on all interested parties. The Administrator may delegate ministerial functions hereunder, such delegation to be subject to such terms and conditions as the Administrator in its discretion shall determine. The Administrator may as to all questions of accounting rely conclusively upon any determinations made by the independent public accountants of the Company. 4. STOCK AVAILABLE FOR OPTIONS. The shares that may be delivered or purchased under the Plan shall not exceed an aggregate of 3,790,000 shares of Common Stock, subject to any adjustments which may be made pursuant to Section 11 hereof. Shares of Stock used for purposes of the Plan may be either shares of authorized but unissued Common Stock or treasury shares or both. Stock covered by Options which have terminated or expired prior to exercise or have been surrendered or cancelled shall be available for further option hereunder. 5. ELIGIBILITY. All those employees of the Company as shall be determined from time to time by the Administrator shall be eligible to participate in the Plan, provided, however, that no employee may be granted Options in the aggregate which would result in that employee receiving more than 10% of the maximum number of shares available for issuance under the Plan. However, no individual who is subject to Section 16 of the Exchange Act with respect to transactions in the Company's securities may be granted an option subsequent to November 1, 1995. 6. TERMS AND CONDITIONS OF OPTIONS. Each Option granted hereunder shall be in writing and shall contain such terms and conditions as the Administrator may determine, subject to the following: (a) PRICE. The Option Price shall be not less than 85% of the Fair Market Value of Common Stock on the Grant Date. (b) TERM AND EXERCISE DATES. Options granted hereunder shall have a term of no longer than ten years from the Grant Date. No Option may be granted after the tenth anniversary of the date of adoption of this Plan. A grant of Options may become exercisable in installments; provided, however, that no Option shall become exercisable until six months following the Grant Date of such Option. However, Stock Options must be exercised for full shares of Common Stock. To the extent that Stock Options are not exercised when they become initially exercisable, they shall be carried forward and be exercisable until the expiration of the term of such Stock Options, subject to the provisions of Section 6(e) hereof. An option granted after November 1, 1995, to an eligible employee pursuant to this Plan shall automatically expire if, within six months after its grant, the recipient of such option becomes subject to Section 16 of the Exchange Act with respect to transactions in the Company's securities. (c) EXERCISE OF OPTION. To exercise an Option, the holder thereof shall give notice of his or her exercise to the Company, specifying the number of shares of Common Stock to be purchased and identifying the specific Options that are being exercised. From time to time the Administrator may establish procedures relating to effecting such exercises. No fractional shares shall be issued as a result of exercising an Option. An Option is exercisable during an Optionee's lifetime only by the Optionee or Optionee's guardian or legal representative. (d) PAYMENT OF OPTION PRICE. The purchase price for Options being exercised must be paid in full at time of exercise. Payment shall be, at the option of the holder at the time of exercise, by any combination of cash, check or delivery of shares of Common Stock that have been owned by Optionee for at least six months. If all or a portion of the purchase price is paid by delivery of shares, the shares shall be valued at the Fair Market Value of such shares on the date of exercise. 2 In addition, in order to enable the Company to meet any applicable foreign, federal (including FICA), state and local withholding tax requirements, an Optionee shall also be required to pay the amount of tax to be withheld. No share of stock will be delivered to any Optionee until all such amounts have been paid. In the event that withholding taxes are not paid within the specified time period, to the extent permitted by law the Company shall have the right, but not the obligation, to cause such withholding taxes to be satisfied by reducing the number of shares of stock deliverable or by offsetting such withholding taxes against amounts otherwise due from the Company to the Optionee. If withholding taxes are paid by reduction of the number of shares deliverable to Optionee, such shares shall be valued at the Fair Market Value as of the date of exercise. (e) EFFECT OF TERMINATION OF EMPLOYMENT. All Options then held by the Optionee which are exercisable at the date of termination shall continue to be exercisable by the Optionee, or, if applicable, Optionee's estate, until the earlier of 30 days after such date or the expiration of such Options in accordance with their terms. All Options which are not exercisable at such date shall automatically terminate and lapse, unless the Administrator shall determine otherwise. Notwithstanding the foregoing, if exercise of an Option during the 30-day period described in the previous sentence would subject the Optionee to liability under Section 16 of the Exchange Act, such Option shall be exercisable until the earliest of (a) its normal termination date and (b) seven months after the last transaction in Common Stock by the Optionee prior to termination. (f) MISCONDUCT. In the event that the Administrator determines in good faith that an Optionee has (i) used for profit, or materially harmed the Company by disclosing to unauthorized persons, confidential information or trade secrets of the Company, (ii) materially breached any contract with, or materially violated any fiduciary obligation to, the Company, or (iii) engaged in unlawful trading in the securities of RHII or of another company based on nonpublic information gained as a result of that Optionee's employment with the Company, then, effective as of the date notice of such misconduct is given by the Administrator to the Optionee, that Optionee shall forfeit all rights to any unexercised Options granted under the Plan and all of that Optionee's outstanding Options shall automatically terminate and lapse, unless the Administrator shall determine otherwise. (g) NONTRANSFERABILITY OF OPTIONS. During an Optionee's lifetime, his or her Options shall not be transferrable and shall only be exercisable by the Optionee and any purported transfer shall be null and void. Options are not transferable except by will or by the laws of descent and distribution. 7. AMENDMENT. The Administrator may, at any time, amend, suspend or terminate the Plan, in whole or in part, provided that no such action shall adversely affect any rights or obligations with respect to any grants theretofore made hereunder. The Administrator may amend the terms and conditions of outstanding Options, provided, however, that (i) no such amendment shall be adverse to the holders of the Options, (ii) no such amendment shall extend the term of an Option, and (iii) the amended terms of the Option would be permitted under this Plan. 8. FOREIGN EMPLOYEES. Without amending the Plan, the Administrator may grant Options to eligible employees who are foreign nationals on such terms and conditions different from those specified in this Plan as may in the judgment of the Administrator be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes the Administrator may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries in which the Company operates or has employees. 9. REGISTRATION, LISTING AND QUALIFICATION OF SHARES. Each Option shall be subject to the requirement that if at any time the Administrator shall determine that the registration, listing or qualification of the shares covered thereby upon any securities exchange or under any foreign, federal, state or local law, or the consent or approval of any governmental regulatory body, is necessary or 3 desirable as a condition of, or in connection with, the granting of such Option or the purchase of shares thereunder, no such Option may be exercised unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Administrator. Any person exercising an Option shall make such representations and agreements and furnish such information as the Administrator may request to assure compliance with the foregoing or any other applicable legal requirements. RHII shall use its reasonable best efforts to cause shares issued hereunder to be registered under the Securities Act of 1933, as amended. 10. BUY OUT OF OPTION GAINS. The Administrator shall have the right to elect, in its sole discretion and without the consent of the holder thereof (subject to the last sentence of this paragraph), to cancel the exercisable portion of any Option and pay to the Optionee the excess of the Fair Market Value of the shares of Common Stock covered by such cancelled portion of the Option over the Option Price of such cancelled portion of the Option at the date the Administrator provides written notice (the "Buy Out Notice") of its intention to exercise such right. Buy outs pursuant to this provision shall be effected by RHII as promptly as possible after the date of the Buy Out Notice. Payments of buy out amounts may be made in cash, in shares of Common Stock, or partly in cash and partly in Common Stock, as the Administrator deems advisable. To the extent payment is made in shares of Common Stock, the number of shares shall be determined by dividing the amount of the payment to be made by the Fair Market Value of a share of Common Stock at the date of the Buy Out Notice. In no event shall RHII be required to deliver a fractional share of Common Stock in satisfaction of this buy out provision. Payments of such buy out amounts shall be made net of any applicable foreign, federal (including FICA), state and local withholding taxes. Notwithstanding the foregoing, no buy out may be effected (a) until at least six months after the Grant Date of the subject option, and (b) without the consent of the Optionee if the Optionee is generally required to file reports pursuant to Section 16(a) of the Exchange Act with respect to his transactions in the Common Stock. 11. ADJUSTMENT FOR CHANGE IN STOCK SUBJECT TO PLAN. In the event of any change in the outstanding shares of Common Stock by reason of any stock split, stock dividend, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change, such equitable adjustments may be made in the Plan and the Options granted hereunder as the Administrator determines are necessary or appropriate, including, if necessary, an adjustment in the number of shares and prices per share applicable to Options then outstanding and in the number of shares which are reserved for issuance under the Plan. Any such adjustment shall be conclusive and binding for all purposes of the Plan. 12. NO RIGHTS TO OPTIONS OR EMPLOYMENT. No employee or other person shall have any claim or right to be granted an Option under the Plan. Receipt of an Option under the Plan shall not give an employee any rights to receive any other grant under the Plan. An Optionee shall have no rights to or interest in any Option except as set forth herein. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company. 13. RIGHTS AS SHAREHOLDER. An Optionee under the Plan shall have no rights as a holder of Common Stock with respect to Options granted hereunder, unless and until certificates for shares of Common Stock are issued to such Optionee. 14. OTHER ACTIONS. This Plan shall not restrict the authority of the Administrator or of RHII, for proper corporate purposes, to grant or assume stock options, other than under the Plan, to or with respect to any employee or other person. 15. COSTS AND EXPENSES. Except as provided in Section 6(d) hereof with respect to taxes, the costs and expenses of administering the Plan shall be borne by RHII and shall not be charged to any grant nor to any employee receiving a grant. 4 16. PLAN UNFUNDED. The Plan shall be unfunded. Except for reserving a sufficient number of authorized shares to the extent required by law to meet the requirements of the Plan, RHII shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any grant under the Plan. 17. GOVERNING LAW. This Plan shall be governed by and construed in accordance with the laws of the State of Delaware. 18. INDEMNIFICATION OF ADMINISTRATOR. Members of the group constituting the Administrator shall be indemnified for actions with respect to the Plan to the fullest extent permitted by the Certificate of Incorporation, as amended, and the By-laws of the Company and by the terms of any indemnification agreement that has been or shall be entered into from time to time between the Company and any such persons. 19. EFFECTIVE DATE. This Plan shall become effective upon adoption by the Board of Directors of RHII. If stockholder approval is required (a) under the General Rules and Regulations promulgated under Section 16 of the Exchange Act in order to exempt any transaction contemplated by this Plan from Section 16(b) of the Exchange Act, (b) by the rules of the New York Stock Exchange, if RHII Common Stock is listed thereon, or (c) by the rules of NASDAQ pertaining to the National Market System, if RHII Common Stock is quoted thereon, then this Plan shall be submitted to the stockholders of RHII for consideration at the next annual meeting of stockholders. The Administrator may make Options conditioned on such approval, and any Option so made shall be effective as of the date of grant. 5 EX-10.4 6 EXHIBIT 10.4 EXHIBIT 10.4 ROBERT HALF INTERNATIONAL INC. 1993 INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE JUNE 7, 1996) 1. PURPOSES. The principal purposes of the Robert Half International Inc. 1993 Incentive Plan (the "Plan") are: (a) to improve individual employee performance by providing long-term incentives and rewards to key employees of the Company, (b) to assist the Company in attracting, retaining and motivating key employees with experience and ability, and (c) to align the interests of such employees with those of the Company's stockholders. 2. DEFINITIONS. Unless the context clearly indicates otherwise, the following terms, when used in this Plan, shall have the meanings set forth below: (a) "ADMINISTRATOR" means a committee of the Board of Directors of the Company, the composition and the size of which shall cause such Administrator to be "disinterested" within the meaning of the General Rules and Regulations promulgated pursuant to Section 16 of the Exchange Act. Unless otherwise determined by the Board of Directors, the Administrator shall be the Compensation Committee of the Board of Directors. (b) "BOARD" means the Board of Directors of the Company. (c) "CHANGE IN CONTROL" means the occurrence of any of the following: (i) A Schedule 13D or 13G is filed pursuant to the Exchange Act indicating that any person or group (as such terms are defined in Section 13(d)(3) of the Exchange Act) has become the holder of more than forty percent (40%) of the outstanding Voting Shares. For purposes of calculating the percentage of Voting Shares, such person or group, but no other person or group, shall be deemed the owner of any Voting Shares which such person or group may acquire upon conversion of securities or upon the exercise of options, warrants or rights. (ii) As a result of or in connection with any cash tender offer, merger, or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Company just prior to such event shall cease within one year to constitute a majority of the Board. (iii) The Company's stockholders approve a definitive agreement providing for a transaction in which the Company will cease to be an independent publicly-owned corporation. (iv) The stockholders of the Company approve a definitive agreement (i) to merge or consolidate the Company with or into another corporation in which the holders of the Stock immediately before such merger or reorganization will not, immediately following such merger or reorganization, hold as a group on a fully-diluted basis both the ability to elect at least a majority of the directors of the surviving corporation and at least a majority in value of the surviving corporation's outstanding equity securities, or (ii) to sell or otherwise dispose of all or substantially all of the assets of the Company. (v) An Offer is made by a person or group (as such terms are defined in Section 13(d)(3) of the Exchange Act) and such Offer has resulted in such person or group holding an aggregate of forty percent (40%) or more of the outstanding Voting Shares. For purposes of this Section 1(c)(v), Voting Shares held by such person or group shall be calculated in accordance with the last sentence of Section 1(c)(i) hereof. (d) "COMMON STOCK" or "STOCK" means Robert Half International Inc. Common Stock, par value $1.001 per share. 1 (e) "COMPANY" means Robert Half International Inc., its divisions and direct and indirect subsidiaries. (f) "CONTINUOUS EMPLOYMENT" means employment with the Company or any Subsidiary without any termination or leave of absence, except for a leave of absence approved by the Company or any Subsidiary which is less than six consecutive months in duration. (g) "DISABILITY" or "DISABLED" shall mean (i) a physical or mental condition which, in the judgment of the Administrator based on competent medical evidence satisfactory to the Administrator (including, if required by the Administrator, medical evidence obtained by an examination conducted by a physician selected by the Administrator), renders Holder unable to engage in any substantial gainful activity for the Company and which condition is likely to result in death or to be of long, continued and indefinite duration, or (ii) a judicial declaration of incompetence. (h) "ELIGIBLE EMPLOYEE" means an employee of the Company or any Subsidiary (including an employee who is a director and/or officer) who, as determined by the Administrator in its sole discretion, has and exercises management functions and responsibilities. (i) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. (j) "FAIR MARKET VALUE" means the closing sales price on the New York Stock Exchange or the NASDAQ National Market System, as the case may be, on the date the value is to be determined as reported in THE WALL STREET JOURNAL (Western Edition). If there are no trades on such date, the closing price on the latest preceding business day upon which trades occurred shall be the Fair Market Value. If the Stock is not listed in the New York Stock Exchange or quoted on the NASDAQ National Market System, the Fair Market Value shall be determined in good faith by the Administrator. (k) "GRANT" shall mean an Option or a Restricted Stock Award. (l) "GRANT DATE" means the date a Grant is made under the Plan. (m) "HOLDER" means the recipient of a Grant pursuant to this Plan. (n) "ISSUE DATE" means the date on which shares of Stock subject to a Restricted Stock Award are issued or transferred by the Company to the account of an Eligible Employee who has received such grant. (o) "MINIMUM WITHHOLDING TAXES" means any applicable federal, state and local income and other employment taxes which the Company is required to withhold in connection with (i) the lapse of restrictions on Stock subject to a Restricted Stock Award, (ii) the exercise of an Option, or (iii) the making of an election under Section 83(b) of the Internal Revenue Code with respect to a Restricted Stock Award. (p) "OFFER" means a tender offer or an exchange offer for the Company's Stock. (q) "OPTION" or "STOCK OPTION" means a right granted under the Plan to a Holder to purchase shares of Common Stock at a fixed price for a specified period of time. (r) "OPTION PRICE" means the price at which a share of Common Stock covered by an Option granted hereunder may be purchased. (s) "OPTIONEE" means an Eligible Employee who has received a Stock Option granted under the Plan. (t) "RESTRICTED STOCK AWARD" means a grant described in Section 6 of the Plan. (u) "SECURITIES ACT" means the Securities Act of 1933, as amended. (v) "SUBSIDIARY" means a "SUBSIDIARY" corporation as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended. 2 (w) "VESTED" means that portion of a Grant with respect to which the Vesting Date has arrived or passed. (x) "VESTING DATE" means the date specified in Section 5 or 6 hereof, as the case may be, or such other date as shall be established by the Administrator or otherwise on the Grant Date or thereafter. (y) "VOTING SHARES" means the outstanding shares of the Company entitled to vote for the election of Directors. 3. STOCK AVAILABLE. The number of shares of Stock for which Grants may be made during any calendar year shall be that number which is equal to 1.5% of the number of issued and outstanding shares of Common Stock of the Company (excluding treasury shares) as of January 1 of such year (January 1, 1993, in the case of the first year). Any shares of Common Stock covered by Options which have terminated or expired prior to exercise or have been cancelled without value shall not be counted against the annual limit and shall be available for further grants hereunder and shares constituting the portion of a Restricted Stock Award that is forfeited before any dividends are paid upon such forfeited shares shall not be counted against the annual limit and shall be available for further grants hereunder. The foregoing number of shares available for Grants shall be subject to any adjustments which may be made pursuant to Section 12 hereof. Shares of Stock used for Options may be either shares of authorized but unissued Common Stock or treasury shares or both. Shares of Stock used for Restricted Stock Awards shall be treasury shares to the extent that treasury shares are available, and, if no treasury shares are available, Restricted Stock Awards shall be authorized but unissued Common Stock. 4. PARTICIPANTS. From time to time the Administrator shall, in its sole discretion, but subject to all of the provisions of the Plan, determine which Eligible Employees will be given Grants under the Plan, the number of Options or shares of Restricted Stock to be granted to each such Eligible Employee and the terms, conditions and restrictions of each such Grant. In making such determinations, the Administrator shall take into account the nature of services rendered and to be rendered by the respective recipients, their present and potential contribution to the Company's success and such other factors as the Administrator in its discretion deems relevant to the accomplishment of the purposes of the Plan. In any year, the Administrator may approve Options to Eligible Employees subject to differing terms and conditions and Restricted Stock Awards to Eligible Employees subject to differing terms and conditions. During any calendar year, the number of shares of Stock with respect to which Options or Restricted Stock are granted to any one individual may not exceed 75% of the number of shares of Stock available for Grants during 1994, subject to adjustment pursuant to Section 12 hereof. 5. OPTIONS. Each Option granted hereunder shall be in writing and shall contain such terms and conditions as the Administrator may determine, subject to the following: (a) PRICE. The Option Price shall be not less than 85% of the Fair Market Value of Common Stock on the Grant Date. (b) TERM AND EXERCISE. Options granted hereunder shall have a term of no longer than ten years from the Grant Date. An Option may be exercised only as to those portions of the Option that have Vested. Stock Options must be exercised for full shares of Common Stock. (c) INCENTIVE STOCK OPTIONS. No Option granted hereunder shall be deemed an Incentive Stock Option (as such term is defined in the Internal Revenue Code) unless (a) such Option is designated as an Incentive Stock Option at the time of grant by the Administrator and (b) such Option otherwise meets the requirements for Incentive Stock Options specified in the Internal Revenue Code. However, no Option designated as an Incentive Stock Option shall contain any restrictions upon the ability of the Holder to dispose of Stock acquired upon the exercise thereof other than as provided elsewhere in this Plan. During the life of the Plan, the total number of 3 shares for which Incentive Stock Options may be granted may not exceed ten times the number of shares available for Grants under the Plan during the first calendar year in which the Plan is in effect. (d) VESTING. Unless otherwise determined by the Administrator on the Grant Date, each Option shall Vest as to twenty-five percent (25%) of the Stock covered by such Option on each of the first through fourth anniversaries of the Grant Date. Notwithstanding the foregoing, the Administrator may accelerate Vesting, in whole or in part, under such terms and conditions as the Administrator deems appropriate. (e) EXERCISE OF OPTION. To exercise an Option, the Holder shall give written notice of exercise to the Company, specifying the number of shares of Common Stock to be purchased and identifying the specific Options that are being exercised. From time to time the Administrator may establish procedures relating to such exercises. An Option is exercisable during a Holder's lifetime only by the Holder or, with respect to options that are not designated as Incentive Stock Options, under such other circumstances as may be permitted by Rule 16b-3, or any successor rule, under the Exchange Act and all interpretations of the staff of the Securities and Exchange Commission thereunder. (f) PAYMENT OF OPTION PRICE. The purchase price for Options being exercised must be paid in full at time of exercise. Payment shall be, at the option of the holder at the time of exercise, by any combination of cash, check or delivery of shares of Common Stock that have been owned by Holder for at least six months. If all or a portion of the purchase price is paid by delivery of shares, the shares shall be valued at the Fair Market Value of such shares on the date of exercise. In addition, the Administrator may, in its discretion, authorize payment of the Option Price and of Minimum Withholding Taxes by (i) full recourse promissory note (secured or unsecured), payable on such terms and bearing such interest as the Administrator may determine or (ii) delivery (on a form acceptable to the Administrator) of an irrevocable direction to a securities broker to sell shares of Common Stock and to deliver part of the sales proceeds to the Company in payment of the full exercise price and Minimum Withholding Taxes and receipt of written confirmation from the securities broker of receipt of such irrevocable direction, the number of shares sold, the price at which sold and the date of sale. (g) NONTRANSFERABILITY OF OPTIONS. Options are not transferable except by will, by the laws of descent and distribution, or, with respect to options that are not designated as Incentive Stock Options, pursuant to a qualified domestic relations order or under such other circumstances as may be permitted by Rule 16b-3, or any successor rule, under the Exchange Act and all interpretations of the staff of the Securities and Exchange Commission thereunder. (h) DISPOSITION OF ACQUIRED STOCK. No share of Stock acquired upon the exercise of an Option may be sold, assigned, pledged, transferred or otherwise conveyed in any manner until six months after the Grant Date for such Option. 6. RESTRICTED STOCK AWARDS. Each Restricted Stock Award made under the Plan shall contain the following terms, conditions and restrictions and such additional terms, conditions and restrictions as may be determined by the Administrator at the time of grant. (a) RIGHTS WITH RESPECT TO SHARES OF STOCK. Upon written acceptance by the Eligible Employee of restrictions and other terms and conditions described in the Plan and in the instrument evidencing such Restricted Stock Award, the Eligible Employee shall be a Holder, and the Company shall cause to be issued or transferred to the name of the Holder a certificate or certificates for the number of shares of Stock granted. From and after the Issue Date, the Holder shall have absolute ownership of such shares of Stock, including the right to vote and to receive dividends thereon, subject to the terms, conditions and restrictions described in the Plan and in the instrument evidencing the grant of such Restricted Stock Award. 4 (b) RESTRICTIONS ON TRANSFER. Shares covered by a Restricted Stock Award may not be sold, assigned, pledged, transferred or otherwise conveyed in any manner until the later of (i) the Vesting Date for such shares and (ii) six months after the Grant Date for such shares. (c) VESTING. Unless otherwise determined by the Administrator on the Grant Date, each Restricted Stock Award shall Vest as to twenty-five percent (25%) of the Stock covered by such grant on each of the first through fourth Vesting Dates which occur following the related Grant Date of such Restricted Stock Award. Notwithstanding the foregoing, the Administrator may accelerate the lapsing of restrictions on a Restricted Stock Award, in whole or in part under such terms and conditions as the Administrator deems appropriate. (d) AUTOMATIC VESTING IN SPECIAL CIRCUMSTANCES. Any provisions herein to the contrary notwithstanding, a Restricted Stock Award shall automatically become Vested upon (a) the Death or Disability of the Holder or (b) the occurrence of a Change in Control. (e) AGREEMENT BY HOLDER REGARDING WITHHOLDING TAXES. Each Holder granted a Restricted Stock Award shall represent in writing that such Holder acknowledges that, with respect to each Restricted Stock Award held by such Holder, (i) Minimum Withholding Taxes shall be due with respect to shares of Stock covered by such award, (ii) payment of Minimum Withholding Taxes to the Company is the responsibility of Holder and (iii) payment of such Minimum Withholding Taxes may require a significant cash outlay by Holder. (f) ELECTION TO RECOGNIZE GROSS INCOME IN THE YEAR OF GRANT. If any Holder properly elects within thirty (30) days of the Grant Date to include in gross income for federal income tax purposes an amount equal to the fair market value of the shares of Stock on the Grant Date, such Holder shall pay in cash to the Company in the calendar month of such Grant Date, or make arrangements satisfactory to the Administrator to pay to the Company, any Minimum Withholding Taxes required to be withheld with respect to such shares. (g) CONSIDERATION. Recipients of Restricted Stock Awards made in treasury shares shall not be required to pay any consideration to the Company. Recipients of Restricted Stock Awards made in the form of previously unissued shares shall be required to pay such minimum consideration, if any, as may be required by applicable law. The Administrator shall determine the form of consideration at the time of the award, which may include services rendered prior to the award. (h) PERFORMANCE CONDITIONS. If so determined by the Administrator, any grant of Restricted Shares shall be made subject to a Performance Condition in addition to any vesting requirements imposed upon such grant. Such Performance Condition shall operate as specified in this paragraph (h). (1) As used in this paragraph (h), the following terms shall have the indicated meanings: CERTIFICATION DATE means the date that the Administrator makes its written certification of a Final Restricted Stock Award. EPS means fully diluted earnings per share, determined in accordance with generally accepted accounting principles. For purposes of the foregoing sentence, earnings shall mean income before extraordinary items, discontinued operations and cumulative effect of changes in accounting principles and after full accrual for the bonuses paid under this Plan. EPS RATIO means the result obtained by dividing Preliminary EPS by Target EPS. FINAL RESTRICTED STOCK AWARD means the product of the Multiplier and the Original Restricted Stock Award. 5 MEASUREMENT YEAR means (a) in the case of a grant made in the first fiscal quarter of a fiscal year, that fiscal year or (b) in the case of a grant made in the second, third or fourth quarters of a fiscal year, the subsequent fiscal year. MULTIPLIER means (a) the sum of 0.1 and the EPS Ratio, if the EPS Ratio is greater than or equal to 0 and less than 0.9, (b) 1, if the EPS Ratio is greater than or equal to 0.9, or (c) 0, if the EPS Ratio is less than 0. NINE-MONTH PERIOD means the first three fiscal quarters of the Measurement Year. ORIGINAL RESTRICTED STOCK AWARD means the number of shares initially granted pursuant to a Restricted Stock Award made subject to a Performance Condition. PRELIMINARY EPS means 1.334 multiplied by EPS for a Nine-Month Period. TARGET EPS means the EPS goal set with respect to a Restricted Stock Award made subject to a Performance Condition. (2) A Restricted Stock Award shall be subject to a Performance Condition only if the Administrator makes such a determination on the Grant Date or if the Holder consents thereto. (3) If a Restricted Stock Award is made subject to a Performance Condition, the Administrator shall, not later than the end of the second calendar month of the Measurement Year, determine the Target EPS for such award. (4) After the public release by the Company of its unaudited results for the third fiscal quarter of the Measurement Year, the Chief Financial Officer shall, with respect to each Restricted Stock Award made subject to a Performance Condition, (a) calculate the Preliminary EPS, (b) determine the Multiplier, (c) calculate the Final Restricted Stock Award, and (d) deliver such calculation to the Administrator. (5) The Administrator shall, prior to the end of the Measurement Year, review the information submitted by the Chief Financial Officer and certify, in writing, each Final Restricted Stock Award. (6) To the extent that a Final Restricted Stock Award is less than the Original Restricted Stock Award, the number of shares of the Original Restricted Stock Award representing the difference shall be forfeited by the Holder. The Final Restricted Stock Award shall bear the same vesting schedule as the Original Restricted Stock Award, and on each Vesting Date the percentage of the Final Restricted Stock Award that vests shall be the same as the percentage of the Original Restricted Stock Award that would have vested had no shares been forfeited as a result of the performance condition. (7) If all or a portion of a Restricted Stock Award made subject to a Performance Condition shall vest prior to the Certification Date by reason of death, Disability or a Change in Control, then the Performance Condition shall be cancelled and none of such shares shall be subject to reduction or forfeiture as provided by the Performance Condition. Such shares shall be released to Holder in accordance with the terms of this plan relating to vested shares. (8) If all or a portion of a Restricted Stock Award made subject to a Performance Condition shall vest prior to the Certification Date for any reason other than death, Disability or a Change in Control, no shares shall be released to the Holder until after the Certification Date. No such vesting prior to the Certification Date shall in any way be deemed a 6 satisfaction, waiver or cancellation of the Performance Condition, and such Restricted Stock Award shall remain subject to reduction and forfeiture as provided by the Performance Condition. (i) ALTERNATIVE PERFORMANCE CONDITIONS. If so determined by the Administrator, any grant of Restricted Shares shall be made subject to an Alternative Performance Condition in addition to any vesting requirements imposed upon such grant. Such Alternative Performance Condition shall operate as specified in this paragraph (i). (1) As used in this paragraph (i), the following terms shall have the indicated meanings: CERTIFICATION DATE means the date that the Administrator makes its written certification of a Final Restricted Stock Award. ACTUAL EPS means fully diluted earnings per share for the Performance Period, determined in accordance with generally accepted accounting principles. For purposes of the foregoing sentence, earnings shall mean income before extraordinary items, discontinued operations and cumulative effect of changes in accounting principles and after full accrual for the bonuses paid under this Plan. EPS RATIO means the result obtained by dividing Actual EPS by Target EPS. FINAL RESTRICTED STOCK AWARD means the product of the Multiplier and the Original Restricted Stock Award. MULTIPLIER means (a) the sum of 0.1 and the EPS Ratio, if the EPS Ratio is greater than or equal to 0 and less than 0.9, (b) 1, if the EPS Ratio is greater than or equal to 0.9, or (c) 0, if the EPS Ratio is less than 0. ORIGINAL RESTRICTED STOCK AWARD means the number of shares initially granted pursuant to a Restricted Stock Award made subject to an Alternative Performance Condition. PERFORMANCE PERIOD means the period of service to which the Alternative Performance Condition relates. TARGET EPS means the EPS goal set with respect to a Restricted Stock Award made subject to an Alternative Performance Condition. (2) A Restricted Stock Award shall be subject to an Alternative Performance Condition only if the Administrator makes such a determination on the Grant Date or if the Holder consents thereto. (3) If a Restricted Stock Award is made subject to an Alternative Performance Condition, the Administrator shall establish the Performance Period and Target EPS for such award no later than the time permitted by section 162(m) of the Internal Revenue Code. (4) After the public release by the Company of its unaudited results for the last fiscal quarter of the Performance Period, the Chief Financial Officer shall, with respect to each Restricted Stock Award made subject to an Alternative Performance Condition, (a) calculate the Actual EPS, (b) determine the Multiplier, (c) calculate the Final Restricted Stock Award, and (d) deliver such calculation to the Administrator. (5) The Administrator shall review the information submitted by the Chief Financial Officer and certify, in writing, each Final Restricted Stock Award. (6) To the extent that a Final Restricted Stock Award is less than the Original Restricted Stock Award, the number of shares of the Original Restricted Stock Award representing the difference shall be forfeited by the Holder. The Final Restricted Stock Award shall bear the same vesting schedule as the Original Restricted Stock Award, and on each 7 Vesting Date the percentage of the Final Restricted Stock Award that vests shall be the same as the percentage of the Original Restricted Stock Award that would have vested had no shares been forfeited as a result of the Alternative Performance Condition. (7) If all or a portion of a Restricted Stock Award made subject to an Alternative Performance Condition shall vest prior to the Certification Date by reason of death, Disability or a Change in Control, then the Alternative Performance Condition shall be cancelled and none of such shares shall be subject to reduction or forfeiture as provided by the Alternative Performance Condition. Such shares shall be released to Holder in accordance with the terms of this plan relating to vested shares. (8) If all or a portion of a Restricted Stock Award made subject to an Alternative Performance Condition shall vest prior to the Certification Date for any reason other than death, Disability or a Change in Control, no shares shall be released to the Holder until after the Certification Date. No such vesting prior to the Certification Date shall in any way be deemed a satisfaction, waiver or cancellation of the Alternative Performance Condition, and such Restricted Stock Award shall remain subject to reduction and forfeiture as provided by the Alternative Performance Condition. 7. WITHHOLDING TAXES. In order to enable the Company to meet any applicable foreign, federal (including FICA), state and local withholding tax requirements, a Holder shall be required to pay the Minimum Withholding Taxes. No share of stock will be delivered to any Holder until Minimum Withholding Taxes have been paid. At the option of the Holder, withholding taxes may be paid by reduction in the number of shares deliverable to Holder (in the case of an Option) or by surrendering a portion of the Restricted Stock Award to the Company (in either case "Share Reduction"); provided, however, that Share Reduction may not be used within six months of the Grant Date. If withholding taxes are paid by Share Reduction, such shares shall be valued at the Fair Market Value as of the date of exercise or vesting. A Holder may elect to have additional shares withheld above the amount required to satisfy Minimum Withholding Taxes. However, total Share Reduction may not exceed the total taxes that Holder will have to pay (assuming Federal and state taxes are imposed at his marginal rate) by reason of the exercise or vesting. In the event that Minimum Withholding Taxes are not paid by Holder, to the extent permitted by law the Company shall have the right, but not the obligation, to cause such withholding taxes to be satisfied by Share Reduction or by offsetting such withholding taxes against amounts otherwise due from the Company to the Holder. 8. RESTRICTIVE LEGENDS; TRANSFER RESTRICTIONS; CUSTODY. So long as any restrictions or obligations imposed pursuant hereto shall apply to a share of Stock (including, but not limited to, the restrictions or obligations imposed pursuant to Sections 5(f), 5(h), 6(b), 6(e), 6(f) and 7 hereof), each certificate evidencing such share shall bear an appropriate legend referring to the terms, conditions and restrictions. In addition, the Company may instruct its transfer agent that shares of Stock evidenced by such certificates may not be transferred without the written consent of the Company. Any attempt to dispose of such shares of Stock in contravention of such terms, conditions and restrictions shall be invalid. Certificates representing shares that have not Vested or with respect to which Minimum Withholding Taxes have not been paid will be held in custody by the Company or such bank or other institution designated by the Administrator. 9. TERMINATION OF CONTINUOUS EMPLOYMENT. If the Holder's Continuous Employment with the Company or any Subsidiary shall terminate for any reason, then, with respect to any portion of a Grant that has not Vested prior to or concurrently with such termination (a) in the case of an Option, all rights to such portion that has not Vested shall terminate and (b) in the case of a Restricted Stock Award, all rights to the shares covered by any portion thereof that has not Vested shall be forfeited; provided, however, that the Administrator, in its sole discretion within ninety (90) days of such termination of Continuous Employment, may notify the Holder in writing that the Holder's rights in such portion that has not Vested will not terminate or be forfeited and that the Holder shall continue to be the owner thereof, subject to such continuing restrictions as the Administrator may prescribe in 8 such notice. Options then held by the Holder which are Vested at the date of termination shall continue to be exercisable by the Holder, or, if applicable, Holder's estate, until the earlier of 90 days after such date or the expiration of such Options in accordance with their terms. Notwithstanding the foregoing, (i) the Administrator may in its sole discretion extend the period during which an Option may be exercised following termination of employment at any time, provided that any such extension does not exceed the Option's normal termination date, and (ii) if exercise of an Option during the 90-day period described in the previous sentence would subject the Holder to liability under Section 16 of the Exchange Act, such Option shall be exercisable until the earliest of (a) its normal termination date and (b) seven months after the last transaction in Common Stock by the Holder prior to termination. 10. ADMINISTRATION. The Plan shall be administered by the Administrator, which shall have full power and authority to administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan as the Administrator deems necessary or advisable. The Administrator's powers include, but are not limited to (subject to the specific limitations described herein), authority to determine the employees who shall receive Grants under the Plan, determine the size and applicable terms and conditions of Grants to be made to such employees, determine the time when Grants will be made and authorize Grants to Eligible Employees. The Administrator's interpretations of the Plan, and all actions taken and determinations made by the Administrator concerning any matter arising under or with respect to the Plan or any Grants hereunder, shall be final, binding and conclusive on all interested parties. The Administrator may delegate ministerial functions hereunder, such delegation to be subject to such terms and conditions as the Administrator in its discretion shall determine. The Administrator may as to all questions of accounting rely conclusively upon any determinations made by the independent public accountants of the Company. 11. COMPLIANCE WITH SECURITIES LAWS. No Option may be exercised and no Stock may be issued pursuant to an Option or transferred pursuant to a Restricted Stock Award unless the Administrator shall determine that such exercise, issuance or transfer complies with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, applicable state securities laws, and rules and regulations promulgated under each of the foregoing, and the requirements of any stock exchange upon which the Stock may then be listed or quotation system upon which the Stock may be quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance. If the Stock subject to this Plan is not registered under the Securities Act and under applicable state securities laws, the Administrator may require that the Holder deliver to the Company such documents as counsel for the Company may determine are necessary or advisable in order to substantiate compliance with applicable securities laws and the rules and regulations promulgated thereunder. 12. ADJUSTMENT FOR CHANGE IN STOCK SUBJECT TO PLAN. In the event of any change in the outstanding shares of Common Stock by reason of any stock split, stock dividend, recapitalization, merger, consolidation, combination, spin-off or exchange of shares or other similar corporate change, appropriate adjustments shall be made by the Administrator in the number of shares of Stock subject to this Plan, the number of shares of Stock covered by each Grant and, in the case of Options, the Option Price of such Option. Any such adjustment shall be determined by the Administrator in its sole discretion, which determination shall be conclusive and binding for all purposes of the Plan. Any new or additional Stock to which a Holder of a Restricted Stock Award may be entitled shall be subject to all the terms and conditions set forth in Section 6 of this Plan. If fractional shares become due to any Holder as a result of any adjustment, the Company may, at its option, pay cash in lieu thereof. 13. NO RIGHTS TO GRANTS OR EMPLOYMENT. No employee or other person shall have any claim or right to a Grant under the Plan. Receipt of a Grant under the Plan shall not give an employee any 9 rights to receive any other Grant under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company or any Subsidiary. 14. RIGHTS AS SHAREHOLDER. A Holder under the Plan shall have no rights as a holder of Common Stock with respect to Options granted hereunder, unless and until certificates for shares of Common Stock are issued to such Holder. 15. PLAN UNFUNDED. The Plan shall be unfunded. Except for reserving a sufficient number of authorized shares to the extent required by law to meet the requirements of the Plan, the Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any grant under the Plan. 16. NO ASSIGNMENT. Except as specifically provided by law (including the laws of descent and distribution) and elsewhere herein, no right or benefit under, or interest in, the Plan shall be subject to assignment, and no such right, benefit or interest shall be subject to attachment or legal process for or against Holder or his or her beneficiaries, as the case may be. 17. GOVERNING LAW. This Plan shall be governed by and construed in accordance with the laws of the State of Delaware. 18. INDEMNIFICATION OF ADMINISTRATOR. Members of the group constituting the Administrator shall be indemnified for actions with respect to the Plan to the fullest extent permitted by the Certificate of Incorporation, as amended, and the By-laws of the Company and by the terms of any indemnification agreement that has been or shall be entered into from time to time between the Company and any such persons. 19. HEADINGS. The headings used in this Plan are for convenience only, and shall not be used to construe the terms and conditions of the Plan. 20. AMENDMENT. The Administrator may, at any time, amend, suspend or terminate the Plan, in whole or in part, provided that no such action shall adversely affect any rights or obligations with respect to any Grants theretofore made hereunder. The Administrator may amend or cancel the terms and conditions of any outstanding Grant, determine whether cash will be paid or Grants will be made in replacement of, or as alternatives to, outstanding Grants or grants under any other incentive compensation plan; provided, however, that no such change shall be adverse to the Holder thereof without such Holder's consent. 21. EFFECTIVE DATE, TERMINATION. This Plan shall become effective upon approval by the stockholders of the Company, and shall remain in effect until terminated by the Board of Directors or Administrator. 10 EX-10.5 7 EXHIBIT 10.5 EXHIBIT 10.5 ROBERT HALF INTERNATIONAL INC. ANNUAL PERFORMANCE BONUS PLAN (AS AMENDED AND RESTATED EFFECTIVE MAY 1, 1996) 1. DEFINITIONS. As used in this Plan, the following terms shall have the meanings set forth below: ADMINISTRATOR means a committee appointed by the Board of Directors of the Company, which committee shall not have less than two Board members and shall be disinterested within the meaning of Regulation 16b-3 under the Securities Exchange Act of 1934. ANNUAL DETERMINATION means the Target EPS, Target Bonuses and other items determined annually by the Administrator, as described in Section 4 of this Plan. AWARD DATE means the date that the Administrator makes its written certification of a Bonus pursuant to Section 5 or Section 6. BONUS means a Preliminary Bonus, a Final Bonus, or both. BONUS YEAR means the fiscal year with respect to which a Bonus is paid pursuant to the Plan. COMPANY means Robert Half International Inc., a Delaware corporation. ELIGIBLE EXECUTIVE means (a) any elected executive officer of the Company and (b) any executive of the Company who has senior management functions and responsibilities, as designated by the Administrator. EPS means fully diluted earnings per share, determined in accordance with generally accepted accounting principles. For purposes of the foregoing sentence, earnings shall mean income before extraordinary items, discontinued operations and cumulative effect of changes in accounting principles and after full accrual for the bonuses paid under this Plan. FAIR MARKET VALUE of the Stock for a specified date means the closing sales price of the Stock on the New York Stock Exchange, as reported in The Wall Street Journal (Western Edition), on such date or, if there are no trades on such date, the closing price on the latest preceding business day upon which trades occurred. FINAL BONUS means the Year-End Bonus less the Preliminary Bonus, but only if such number is greater than zero. FINAL EPS means EPS calculated as of the end of a fiscal year. FINAL MULTIPLIER means (a) the Final Ratio, if the Final Ratio is greater than or equal to .5 and less than or equal to 2, (b) 2, if the Final Ratio is greater than 2, or (c) 0, if the Final Ratio is less than .5. FINAL RATIO means the result obtained by dividing Final EPS by Target EPS. NINE-MONTH PERIOD means the first three fiscal quarters of the Bonus Year. PLAN means this Annual Performance Bonus Plan. POTENTIAL YEAR-END BONUS means, with respect to each Eligible Executive, the product of the Final Multiplier and such Eligible Executive's Target Bonus, but in no event may such amount be in excess of five times the highest bonus paid by the Company to any Eligible Executive with respect to 1995, as reported by the Company in its Proxy Statement for the 1996 Annual Meeting of Stockholders. 1 PRELIMINARY BONUS means, with respect to each Eligible Executive, 85% of the Product of the Preliminary Multiplier and such Eligible Executive's Target Bonus, but in no event may such amount be in excess of five times the highest bonus paid by the Company to any Eligible Executive with respect to 1995, as reported by the Company in its Proxy Statement for the 1996 Annual Meeting of Stockholders. PRELIMINARY EPS means 1.334 multiplied by EPS for a Nine-Month Period. PRELIMINARY MULTIPLIER means (a) the Preliminary Ratio, if the Preliminary Ratio is greater than or equal to .5 and less than or equal to 2, (b) 2, if the Preliminary Ratio is greater than 2, or (c) 0, if the Preliminary Ratio is less than .5. PRELIMINARY RATIO means the result obtained by dividing Preliminary EPS by Target EPS. REPAYMENT AMOUNT means that amount calculated in accordance with Section 7.4 hereof. STOCK means the Common Stock, $.001 par value, of the Company. TARGET BONUS means that amount set forth, with respect to each Eligible Executive, in an Annual Determination. TARGET EPS means the EPS goal set annually by the Administrator, as set forth in an Annual Determination. YEAR-END BONUS means, with respect to each Eligible Executive, that amount that the Administrator determines in accordance with Section 6 hereof, but in no event may such amount be in excess of five times the highest bonus paid by the Company to any Eligible Executive with respect to 1995, as reported by the Company in its Proxy Statement for the 1996 Annual Meeting of Stockholders. 2. PURPOSE. The purpose of the Plan is to attract, retain and motivate key senior management employees by providing additional compensation, in accordance with the terms and conditions set forth herein, based on the Company's earnings. 3. ADMINISTRATION. The Administrator is authorized to construe and interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all determinations and to take all actions necessary or advisable for the Plan's administration. Whenever the Plan authorizes or requires the Administrator to take any action, make any determination or decision, or form any opinion, then any such action, determination, decision or opinion by or of the Administrator shall be in the absolute discretion of the Administrator and shall be final and binding upon all persons in interest, including the Company and all Eligible Executives. 4. ANNUAL DETERMINATION. On an annual basis, not later than the end of the first fiscal quarter of the Bonus Year, the Administrator shall determine the following with respect to the Bonus Year: (i) the Eligible Executives; (ii) the Target EPS for the Bonus Year; (iii) the Target Bonus for the Bonus Year for each Eligible Executive; and (iv) such other matters as are appropriate with respect to the Plan (together, the "Annual Determination"). 5. DETERMINATION OF PRELIMINARY BONUS. Within five business days after the public release by the Company of its audited results for the third fiscal quarter of the Bonus Year, the Chief Financial Officer shall (a) calculate the Preliminary EPS, (b) determine the Preliminary Multiplier for the Bonus Year, (c) calculate, with respect to each Eligible Executive, his Preliminary Bonus, (d) deliver each calculation to the Administrator. The Administrator shall, prior to the end of the Bonus Year, review the information submitted by the Chief Financial Officer and certify, in writing, each Eligible Executive's Preliminary Bonus. 2 6. DETERMINATION OF YEAR-END BONUS. Within ten business days after the public release by the Company of its audited results for the Bonus Year, the Chief Financial Officer shall (a) calculate the Final EPS, (b) determine the Final Multiplier for the Bonus Year, (c) calculate, with respect to each Eligible Executive, the Potential Year-End Bonus and (d) deliver such calculations to the Administrator. The Administrator shall, within 90 days of the end of the Bonus Year, review the information submitted by the Chief Financial Officer and certify, in writing, each Eligible Executive's Year-End Bonus, which shall be the Potential Year-End Bonus; provided, however, that if any Eligible Executive's Potential Year-End Bonus is greater than such Eligible Executive's Preliminary Bonus, the Administrator may, in its sole discretion, reduce such Year-End Bonus to such amount that is not less than the Eligible Executive's Preliminary Bonus as the Administrator may determine. 7. BONUS PAYMENTS. Each Eligible Executive shall be paid a Bonus in accordance with the following: 7.1. PRELIMINARY BONUS. The Company shall pay the Preliminary Bonus to each Eligible Executive after such Preliminary Bonus is certified by the Administrator but prior to the end of the Bonus Year. Notwithstanding the foregoing, or anything appearing elsewhere herein, if an Eligible Executive is not employed by the Company on the date that Preliminary Bonuses are certified by the Administrator, then a pro-rated Preliminary Bonus shall be paid to such Eligible Executive (a) if the termination of employment was by reason of the Eligible Executive's death, (b) as provided by any agreement or arrangement in existence on the date the Plan was approved by the stockholders or (c) under such circumstances as the Administrator, in its sole discretion, may determine; otherwise, no Preliminary Bonus in any amount shall be paid to such Eligible Executive. 7.2. FINAL BONUS. The Company shall pay the Final Bonus to each Eligible Executive after such Final Bonus is certified by the Administrator but prior to the end of the first fiscal quarter following the Bonus Year. Notwithstanding the foregoing, or anything appearing elsewhere herein, if an Eligible Executive is not employed by the Company on the last day of the Bonus Year, then a pro-rated Final Bonus shall be paid to such Eligible Executive (a) if the termination of employment was by reason of the Eligible Executive's death, (b) as provided by any agreement or arrangement in existence on the date the Plan was approved by the stockholders or (c) under such circumstances as the Administrator, in its sole discretion, may determine; otherwise, no Final Bonus in any amount shall be paid to such Eligible Executive. 7.3. STOCK IN LIEU OF CASH. At the discretion of the Administrator on the Award Date, up to 100% of any Final Bonus may be paid in shares of Stock rather than in cash. Any such shares shall be valued at their Fair Market Value on the Award Date. Fractional shares may not be granted. Any shares granted pursuant to this Section 7.3 shall not be subject to forfeiture for any reason, but shall be subject to a restriction that prevents any disposition thereof for a period of six months and one day from the Award Date. 7.4. REPAYMENT OF PRELIMINARY BONUS. If the Year-End Bonus for an Eligible Executive is less than such Eligible Executive's Preliminary Bonus, such Eligible Executive shall repay such difference (the "Repayment Amount") within fifteen (15) business days of notification thereof. To the extent the Repayment Amount is unpaid, the Company shall, consistent with applicable law, be entitled to deduct the Repayment Amount from any other amounts due by the Company to such Eligible Executive, and to pursue any and all other legal and equitable remedies to recover such Repayment Amount. 8. EMPLOYMENT. The selection of an employee as an Eligible Executive shall not affect any right of the Company to terminate, with or without cause, such person's employment at any time. 9. WITHHOLDING TAXES. The Company shall, to the extent permitted by law, have the right to deduct from a Bonus any federal, state or local taxes of any kind required by law to be withheld with respect to such Bonus. 3 10. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Administrator may at any time amend, alter, suspend, or discontinue this Plan. 11. INDEMNIFICATION OF ADMINISTRATOR. Indemnification of members of the group constituting the Administrator for actions with respect to the Plan shall be in accordance with the terms and conditions of separate indemnification agreements, if any, that have been or shall be entered into from time to time between the Company and any such person. 12. HEADINGS. The headings used in this Plan are for convenience only, and shall not be used to construe the terms and conditions of the Plan. 4 EX-11 8 EXHIBIT 11 EXHIBIT 11 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES COMPUTATION OF PER SHARE EARNINGS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, -------------------- -------------------- 1996 1995 1996 1995 --------- --------- --------- --------- Net Income...................................................... $ 14,244 $ 9,350 $ 27,463 $ 18,355 --------- --------- --------- --------- --------- --------- --------- --------- Weighted Average Number of Shares Outstanding: Primary: Common stock................................................ 58,531 56,725 58,260 56,686 Common stock equivalents -- Stock options (A)......................................... 2,216 1,855 2,099 1,907 --------- --------- --------- --------- Primary shares outstanding.................................. 60,747 58,580 60,359 58,593 --------- --------- --------- --------- --------- --------- --------- --------- Fully Diluted: Common stock................................................ 58,531 56,725 58,260 56,687 Common stock equivalents -- Stock options (A)......................................... 2,235 1,965 2,296 2,020 --------- --------- --------- --------- Fully diluted shares outstanding............................ 60,766 58,690 60,556 58,707 --------- --------- --------- --------- --------- --------- --------- --------- Net Income Per Share: Primary..................................................... $0.23 $0.16 $0.45 $0.31 Fully diluted............................................... $0.23 $0.16 $0.45 $0.31
- ------------------------ (A) The treasury stock method was used to determine the weighted average of shares of common stock equivalents outstanding during the periods. All share and per share amounts have been restated to retroactively reflect the two-for-one stock split effected in the form of a stock dividend in June 1996. EX-27 9 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR YEAR DEC-31-1996 DEC-31-1995 JAN-01-1996 JAN-01-1995 JUN-30-1996 DEC-31-1995 56,527 41,346 0 0 105,936 88,022 3,599 3,067 0 0 170,967 133,650 0 0 0 0 348,178 301,140 67,784 55,880 4,718 1,486 59 58 0 0 0 0 261,985 227,872 348,178 301,140 0 0 406,888 628,526 0 0 246,325 384,449 2,669 4,767 0 0 (968) (463) 46,712 69,089 19,249 28,791 27,463 40,298 0 0 0 0 0 0 27,463 40,298 .45 .68 .45 .68
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