<PAGE>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
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 SEPTEMBER 30, 1994
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 94025
(Address of principal executive 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 October 24, 1994:
27,429,228 shares of $.001 par value Common Stock
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
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:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1994 DECEMBER 31, 1993
------------------ -----------------
(UNAUDITED)
<S> <C> <C>
Cash and cash equivalents....................................................... $ 1,142 $ 1,773
Accounts receivable, less allowances of $2,505 in 1994 and $2,194 in 1993....... 54,793 40,155
Other current assets............................................................ 5,189 5,538
---------- -----------------
Total current assets........................................................ 61,124 47,466
Intangible assets, less accumulated amortization of $27,096 in 1994 and $23,665
in 1993........................................................................ 154,133 152,156
Other assets.................................................................... 6,345 4,976
---------- -----------------
Total assets................................................................ $ 221,602 $ 204,598
---------- -----------------
---------- -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses........................................... $ 6,665 $ 6,745
Accrued payroll costs........................................................... 20,595 13,243
Income taxes payable............................................................ 2,427 1,792
Current portion of notes payable and other indebtedness......................... 1,125 408
---------- -----------------
Total current liabilities................................................... 30,812 22,188
Notes payable and other indebtedness, less current portion...................... 3,122 2,032
Bank loan (revolving credit).................................................... 13,700 30,300
Deferred income taxes........................................................... 18,067 16,476
---------- -----------------
Total liabilities........................................................... 65,701 70,996
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value in 1994 and $1 par value in 1993; authorized
100,000,000 in 1994 and 30,000,000 in 1993; issued and outstanding 27,429,344
in 1994 and 26,836,804 in 1993................................................. 27 26,837
Capital surplus................................................................. 68,359 33,113
Deferred compensation........................................................... (6,124) (2,113)
Accumulated translation adjustments............................................. (322) (589)
Retained earnings............................................................... 93,961 76,354
---------- -----------------
Total stockholders' equity.................................................. 155,901 133,602
---------- -----------------
Total liabilities and stockholders' equity.................................. $ 221,602 $ 204,598
---------- -----------------
---------- -----------------
</TABLE>
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 AUGUST 1994.
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
1
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------
1994 1993 1994 1993
-------- ------- -------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net service revenues.................................................. $114,903 $77,061 $321,313 $219,080
Direct costs of services, consisting of payroll, payroll taxes and
insurance costs for temporary employees.............................. 70,259 47,661 196,676 133,916
-------- ------- -------- --------
Gross margin.......................................................... 44,644 29,400 124,637 85,164
Selling, general and administrative expenses.......................... 31,455 21,599 87,540 63,580
Amortization of intangible assets..................................... 1,152 1,064 3,431 3,142
Interest expense...................................................... 371 864 1,326 2,813
-------- ------- -------- --------
Income before income taxes............................................ 11,666 5,873 32,340 15,629
Provision for income taxes............................................ 4,924 2,782 13,721 7,251
-------- ------- -------- --------
Net income............................................................ $ 6,742 $ 3,091 $ 18,619 $ 8,378
-------- ------- -------- --------
-------- ------- -------- --------
Net income per share.................................................. $ .24 $ .12 $ .66 $ .33
-------- ------- -------- --------
-------- ------- -------- --------
</TABLE>
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 AUGUST 1994.
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
2
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------
1994 1993
-------- --------
(UNAUDITED)
<S> <C> <C>
COMMON STOCK:
Balance at beginning of period.................................................. $ 26,837 $ 23,642
Issuance of restricted stock, net -- par value.................................. 334 82
Exercise of stock options -- par value.......................................... 213 1,070
Repurchases of common stock -- par value........................................ (59) (120)
Change in par value............................................................. (27,298) --
-------- --------
Balance at end of period...................................................... $ 27 $ 24,674
-------- --------
-------- --------
CAPITAL SURPLUS:
Balance at beginning of period.................................................. $ 33,113 $ 3,897
Issuance of restricted stock, net -- excess over par value...................... 5,025 782
Exercises of stock options -- excess over par value............................. 1,387 3,969
Tax benefits from exercises of stock options.................................... 1,536 2,772
Change in par value............................................................. 27,298 --
-------- --------
Balance at end of period...................................................... $ 68,359 $ 11,420
-------- --------
-------- --------
DEFERRED COMPENSATION:
Balance at beginning of period.................................................. $ (2,113) $ (2,208)
Issuance of restricted stock, net............................................... (5,359) (864)
Amortization of deferred compensation........................................... 1,348 753
-------- --------
Balance at end of period...................................................... $ (6,124) $ (2,319)
-------- --------
-------- --------
ACCUMULATED TRANSLATION ADJUSTMENTS:
Balance at beginning of period.................................................. $ (589) $ (257)
Translation adjustments......................................................... 267 (293)
-------- --------
Balance at end of period...................................................... $ (322) $ (550)
-------- --------
-------- --------
RETAINED EARNINGS:
Balance at beginning of period.................................................. $ 76,354 $ 65,898
Repurchases of common stock -- excess over par value............................ (1,012) (1,259)
Net income...................................................................... 18,619 8,378
-------- --------
Balance at end of period...................................................... $ 93,961 $ 73,017
-------- --------
-------- --------
</TABLE>
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 AUGUST 1994.
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
3
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------
1994 1993
-------- --------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...................................................................... $ 18,619 $ 8,378
Adjustments to reconcile net income to net cash provided by operating
activities:
Amortization of intangible assets............................................. 3,431 3,142
Depreciation expense.......................................................... 1,952 1,757
Deferred income taxes......................................................... 1,077 742
Changes in assets and liabilities, net of effects of acquisitions:
Increase in accounts receivable............................................. (13,060) (7,175)
Increase in accounts payable, accrued expenses and accrued payroll costs.... 6,689 3,454
Increase in income taxes payable............................................ 635 263
Change in other assets, net of change in other liabilities.................. 2,740 (314)
-------- --------
Total adjustments........................................................... 3,464 1,869
-------- --------
Net cash and cash equivalents provided by operating activities.................. 22,083 10,247
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisitions, net of cash acquired............................................ (4,406) (5,657)
Capital expenditures.......................................................... (3,422) (1,473)
-------- --------
Cash and cash equivalents used in investing activities.......................... (7,828) (7,130)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Borrowings under credit agreement............................................. 79,000 66,800
Repayments under credit agreement............................................. (95,600) (73,900)
Repurchases of common stock or common stock equivalents....................... (1,071) (1,379)
Principal payments on notes payable and other indebtedness.................... (351) (863)
Proceeds and tax benefits from exercise of stock options...................... 3,136 7,811
-------- --------
Net cash and cash equivalents used in financing activities...................... (14,886) (1,531)
-------- --------
Net decrease in cash and cash equivalents....................................... (631) 1,586
Cash and cash equivalents at beginning of period................................ 1,773 560
-------- --------
Cash and cash equivalents at end of period...................................... $ 1,142 $ 2,146
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest...................................................................... $ 1,230 $ 3,398
Income taxes.................................................................. 10,035 2,876
Acquisitions:
Fair value of assets acquired --
Intangible assets........................................................... $ 5,452 $ 5,304
Other....................................................................... 1,694 1,563
Liabilities incurred --
Notes payable and contracts................................................. (2,158) --
Other....................................................................... (582) (1,210)
-------- --------
Cash paid, net of cash acquired............................................... $ 4,406 $ 5,657
-------- --------
-------- --------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
4
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1994
(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 1993 financial statements to conform to
the 1994 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 nine months ended September 30, 1994,
and 1993 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, 1993.
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.
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 -- CHANGE IN PAR VALUE AND AUTHORIZED SHARES
On June 27, 1994, the stockholders of the Company voted to amend the
certificate of incorporation to increase the number of authorized shares of the
Company's Common Stock from 30,000,000 shares to 100,000,000 and the number of
authorized shares of the Company's Preferred Stock from 500,000 to 5,000,000.
The stockholders of the Company also authorized a reduction in par value
from $1 per share to $.001 per share on both classes of shares.
NOTE C -- STOCK SPLIT
In August 1994, the Company effected a two-for-one stock split in the form
of a stock dividend. All shares and per share amounts have been restated to
retroactively reflect the two-for-one stock split.
NOTE D --
The Company has filed a registration statement on Form S-3 seeking approval
from the SEC to issue up to an additional 633,555 shares.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS FOR EACH OF THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 1994 AND 1993.
Net service revenues increased 49.1% during the third quarter of 1994
compared to the same period in 1993. Net service revenues for the nine months
ending September 30, 1994 increased 46.7% compared to the nine months ending
September 30, 1993. Temporary service revenues increased approximately 48.7% and
46.7% during the three and nine months ended September 30, 1994, relative to the
three and nine months ended September 30, 1993, including the revenues from the
Company's OFFICETEAM-R- division which was started in 1991 to provide skilled
office and administrative personnel. Permanent placement revenues increased
49.1% and 46.7% during the comparable three and nine months ending September 30,
1994 and 1993. The revenue comparisons reflect continued improvement in the
demand for the Company's services.
Gross margin dollars increased 51.9% and 46.3% during the three and nine
month periods ending September 30, 1994, compared with the corresponding three
and nine month periods ending September 30, 1993. Gross margin amounts equaled
38.9% and 38.8% of revenue for the three and nine month periods ending September
30, 1994 and 38.2% and 38.9% of revenue for the three and nine month periods
ending September 30, 1993. The percentage increase in the three months ended
September 30, 1994 relates primarily to the strengthening of gross margins in
the Company's ACCOUNTEMPS-R- division. The percentage decline for the nine month
period related principally to the relatively lower percentage of revenues from
the ROBERT HALF_-R- permanent placement division (which has higher gross
margins).
Selling, general and administrative expenses were approximately $31 million
and $88 million during the three and nine months ended September 30, 1994
compared to approximately $22 million and $64 million during the three and nine
months ended September 30, 1993. Selling, general and administrative expenses as
a percentage of revenues was 27.4% and 27.2% in the three and nine months ended
September 30, 1994 compared to 28.0% and 29.0% in the three and nine months
ended September 30, 1993. The percentage declines were attributable to increased
coverage of fixed costs due to revenue growth.
Interest expense for the three and nine months ended September 30, 1994
decreased 57.1% and 52.9% over the comparable 1993 period due primarily to the
conversion of the Convertible Subordinated Debentures in the fourth quarter of
1993 and the reduction in outstanding indebtedness.
The provision for income taxes for the three and nine months ended September
30, 1994, was 42.2% and 42.4% compared to 47.4% and 46.4% of income before taxes
for the same periods in 1993. The decrease in 1994 is the result of a smaller
percentage of non-deductible intangible expenses relative to income.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1994, the Company's sources of liquidity included
approximately $1.1 million in cash and cash equivalents and $30.3 million in net
working capital. In addition, as of September 30, 1994, approximately $63
million remained available for borrowing under the Company's $80 million bank
revolving credit facility at interest rates of either the Eurodollar rate plus
1% or at prime.
The Company's liquidity during the first nine months of 1994 was increased
by $22.1 million from funds generated by operating activities. These funds were
used for personnel services acquisitions, capital expenditures and payments on
outstanding indebtedness.
The Company's working capital requirements consist primarily of the
financing of accounts receivable. While there can be no assurances in this
regard, the Company expects that internally generated cash plus the bank
revolving credit facility will be sufficient for the foreseeable future to
support the working capital needs of the Company.
6
<PAGE>
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
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO.
- - -----------
<C> <S>
10.1 Addendum to 1985 Stock Option Plan.
10.2 Outside Directors' Option Plan.
10.3 1989 Restricted Stock Plan.
10.4 StockPlus Plan.
10.5 1993 Incentive Plan.
10.6 Addendum to Non-Employee Directors' Option Plan.
11 Computation of Per Share Earnings.
27 Financial Data Schedules.
</TABLE>
(b) The registrant filed no current report on Form 8-K during the quarter
covered by this report.
7
<PAGE>
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/ BARBARA J. FORSBERG
--------------------------------------
Barbara J. Forsberg
VICE PRESIDENT AND CONTROLLER,
(CHIEF ACCOUNTING OFFICER AND
DULY AUTHORIZED SIGNATORY)
Date: October 28, 1994
8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
- - ------- -------------------------------------------------------------------------------- -------------
<C> <S> <C>
10.1 Addendum to 1985 Stock Option Plan.
10.2 Outside Directors' Option Plan.
10.3 1989 Restricted Stock Plan.
10.4 StockPlus Plan.
10.5 1993 Incentive Plan.
10.6 Addendum to Non-Employee Directors' Option Plan.
11 Computation of Per Share Earnings.
27 Financial Data Schedules.
</TABLE>
<PAGE>
EXHIBIT 10.1
1985 STOCK OPTION PLAN
OF
ROBERT HALF INTERNATIONAL INC.
ADDENDUM
1. On June 29, 1994, the Company's Restated Certificate of
Incorporation was amended to change the par value of the
Company's Common Stock from $1.00 per share to $.001 per
share. All references in the 1985 Stock Option Plan to the
Company's Common Stock now refer to the Common Stock, par
value $.001 per share.
2. On August 26, 1994, the Company effected a two-for-one
stock split in the form of a stock dividend. As a result,
the total number of shares available under the Plan was
adjusted to 4,200,000.
<PAGE>
EXHIBIT 10.2
OUTSIDE DIRECTORS' OPTION PLAN
OF
ROBERT HALF INTERNATIONAL INC.
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, 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. 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.
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
<PAGE>
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.
1.9. 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
<PAGE>
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, or such other date as the
Administrator shall determine; 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 maximum number of
shares of Stock that may be issued upon the exercise of
Options is 200,000. The shares of Stock covered by the
portion of any Option that expires or otherwise terminates
unexercised under this Plan shall become available again for
<PAGE>
grant. The number of shares of Stock covered by Options is
subject to adjustment in accordance with Section 5.8.
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. Notwithstanding the foregoing, if
the Administrator is not composed of "disinterested persons"
within the meaning of the General Rules and Regulations
promulgated pursuant to Section 16 of the Exchange Act, said
Administrator shall delegate responsibility for
discretionary decisions concerning the Plan to a
"disinterested person" within the meaning of such General
Rules and Regulations.
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 5,000 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 5,000 shares of Stock. Otherwise, the
Option shall be for 2,000 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
<PAGE>
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.
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.
<PAGE>
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 and
class of shares of Stock subject to this Plan, (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.
<PAGE>
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.
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
<PAGE>
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, that if the Administrator is
not composed of "disinterested persons" within the meaning
of the General Rules and Regulations promulgated pursuant to
Section 16 of the Exchange Act, any provision in this Plan
relating to the eligibility of Directors to participate in
<PAGE>
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 more than once every six months,
other 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.
<PAGE>
EXHIBIT 10.3
ROBERT HALF INTERNATIONAL INC.
1989 RESTRICTED STOCK PLAN
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.
<PAGE>
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.
1.16. 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
<PAGE>
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
600,000 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
<PAGE>
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, 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
<PAGE>
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.
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.
<PAGE>
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
<PAGE>
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 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
<PAGE>
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.
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.
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
<PAGE>
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.
<PAGE>
EXHIBIT 10.4
ROBERT HALF INTERNATIONAL INC.
STOCKPLUS PLAN
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.
<PAGE>
(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.
2. 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
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.
3. STOCK AVAILABLE FOR OPTIONS. The shares that
may be delivered or purchased under the Plan shall not
exceed an aggregate of 1,500,000 shares of Common Stock,
subject to any adjustments which may be made pursuant to
Section 10 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
<PAGE>
which have terminated or expired prior to exercise or have
been surrendered or cancelled shall be available for further
option hereunder.
4. 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.
5. 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 5(e) hereof.
(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
<PAGE>
the date of exercise. 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
<PAGE>
and any purported transfer shall be null and void. Options
are not transferable except by will or by the laws of
descent and distribution.
6. 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.
7. 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.
8. 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 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.
9. 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
<PAGE>
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.
10. 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.
11. 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.
12. 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.
<PAGE>
13. 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.
14. COSTS AND EXPENSES. Except as provided in
Section 5(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.
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, 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.
16. GOVERNING LAW. This Plan shall be governed
by and construed in accordance with the laws of the State of
Delaware.
17. 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.
18. 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.
<PAGE>
EXHIBIT 10.5
ROBERT HALF INTERNATIONAL INC.
1993 INCENTIVE PLAN
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
<PAGE>
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.
(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.
<PAGE>
(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.
<PAGE>
(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.
(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
<PAGE>
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 are granted
to any one individual may not exceed 75% of the number of
shares of Stock available for Grants during 1994.
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 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
<PAGE>
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
<PAGE>
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.
(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
<PAGE>
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.
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
<PAGE>
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 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
<PAGE>
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 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.
<PAGE>
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.
<PAGE>
EXHIBIT 10.6
NON-EMPLOYEE DIRECTORS' OPTION PLAN
OF
ROBERT HALF INTERNATIONAL INC.
ADDENDUM
On June 29, 1994, the Company's Restated Certificate of
Incorporation was amended to change the par value of the
Company's Common Stock from $1.00 per share to $.001 per
share. All references in the Non-Employee Directors' Option
Plan to the Company's Common Stock now refer to the Common
Stock, par value $.001 per share.
<PAGE>
EXHIBIT 11
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
1994 1993 1994 1993
--------- --------- --------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net Income......................................................... $ 6,742 $ 3,091 $ 18,619 $ 8,378
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted Average Number Of Shares Outstanding (A):
Primary:
Common stock................................................... 27,357 24,385 27,203 23,994
Common stock equivalents --
Stock options (B)............................................ 1,032 873 955 748
--------- --------- --------- ---------
Primary shares outstanding..................................... 28,389 25,258 28,158 24,742
--------- --------- --------- ---------
--------- --------- --------- ---------
Fully Diluted:
Common stock................................................... 27,357 24,385 27,203 23,994
Common stock equivalents --
Stock options (B)............................................ 1,031 935 1,010 1,046
--------- --------- --------- ---------
Fully diluted shares outstanding............................... 28,388 25,320 28,213 25,040
--------- --------- --------- ---------
--------- --------- --------- ---------
Net Income Per Share:
Primary........................................................ $ .24 $ .12 $ .66 $ .34
Fully diluted.................................................. $ .24 $ .12 $ .66 $ .33
<FN>
- - ------------------------
(A) All share and per share amounts have been restated to retroactively reflect
the two-for-one stock split.
(B) The treasury stock method was used to determine the weighted average number
of shares of common stock equivalents outstanding during the periods.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1993
<PERIOD-START> JAN-01-1994 JAN-01-1993
<PERIOD-END> SEP-30-1994 DEC-31-1993
<CASH> 1,142 1,773
<SECURITIES> 0 0
<RECEIVABLES> 54,793 40,155
<ALLOWANCES> 2,505 2,194
<INVENTORY> 0 0
<CURRENT-ASSETS> 61,124 47,466
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 221,602 204,598
<CURRENT-LIABILITIES> 30,812 22,188
<BONDS> 16,822 32,332
<COMMON> 27 26,837
0 0
0 0
<OTHER-SE> 155,874 106,765
<TOTAL-LIABILITY-AND-EQUITY> 221,602 204,598
<SALES> 0 0
<TOTAL-REVENUES> 321,313 306,166
<CGS> 0 0
<TOTAL-COSTS> 196,676 188,292
<OTHER-EXPENSES> 3,431 4,251
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,326 3,992
<INCOME-PRETAX> 32,340 21,557
<INCOME-TAX> 13,721 9,834
<INCOME-CONTINUING> 18,619 11,723
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 18,619 11,723
<EPS-PRIMARY> .66 .47
<EPS-DILUTED> .66 .46
</TABLE>
