<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
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 94025
SUITE 200 (zip-code)
MENLO PARK, CALIFORNIA
(Address of principal executive offices)
Registrant's telephone number, including area code: (650) 234-6000
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) had been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of June 30, 1999:
91,434,166 shares of $.001 par value Common Stock
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<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)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
----------- ------------
<S> <C> <C>
(UNAUDITED)
ASSETS:
Cash and cash equivalents................................................................. $ 187,975 $ 166,060
Accounts receivable, less allowances of $12,196 and $10,176............................... 267,508 240,690
Other current assets...................................................................... 25,835 23,656
----------- ------------
Total current assets.................................................................. 481,318 430,406
Intangible assets, less accumulated amortization of $57,038 and $53,236................... 174,382 178,363
Property and equipment, less accumulated depreciation of $63,208 and $48,900.............. 103,991 94,950
----------- ------------
Total assets.......................................................................... $ 759,691 $ 703,719
----------- ------------
----------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses..................................................... $ 27,934 $ 23,659
Accrued payroll costs..................................................................... 124,504 124,068
Income taxes payable...................................................................... 9,987 3,810
Current portion of notes payable and other indebtedness................................... 1,807 1,308
----------- ------------
Total current liabilities............................................................. 164,232 152,845
Notes payable and other indebtedness, less current portion................................ 2,624 3,404
Deferred income taxes..................................................................... 22,315 25,000
----------- ------------
Total liabilities..................................................................... 189,171 181,249
Commitments and Contingencies
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value authorized 260,000,000 shares; issued and outstanding
90,378,250 and 91,225,353 shares......................................................... 90 91
Capital surplus........................................................................... 288,349 270,609
Deferred compensation..................................................................... (53,248) (56,790)
Accumulated other comprehensive income.................................................... (2,577) (1,244)
Retained earnings......................................................................... 337,906 309,804
----------- ------------
Total stockholders' equity............................................................ 570,520 522,470
----------- ------------
Total liabilities and stockholders' equity............................................ $ 759,691 $ 703,719
----------- ------------
----------- ------------
</TABLE>
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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net service revenues............................................. $ 497,060 $ 442,153 $ 982,048 $ 843,449
Direct costs of services, consisting of payroll, payroll taxes
and insurance costs for temporary employees..................... 292,670 264,460 579,763 504,785
---------- ---------- ---------- ----------
Gross margin..................................................... 204,390 177,693 402,285 338,664
Selling, general and administrative expenses..................... 148,710 123,555 287,700 235,525
Amortization of intangible assets................................ 1,254 1,230 2,483 2,463
Interest income, net............................................. (1,517) (1,518) (2,824) (2,692)
---------- ---------- ---------- ----------
Income before income taxes....................................... 55,943 54,426 114,926 103,368
Provision for income taxes....................................... 22,004 22,146 45,677 42,038
---------- ---------- ---------- ----------
Net income....................................................... $ 33,939 $ 32,280 $ 69,249 $ 61,330
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Basic net income per share....................................... $ .37 $ .35 $ .76 $ .67
Diluted net income per share..................................... $ .37 $ .34 $ .74 $ .64
</TABLE>
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>
SIX MONTHS ENDED
JUNE 30,
----------------------
1999 1998
---------- ----------
(UNAUDITED)
<S> <C> <C>
COMMON STOCK--SHARES:
Balance at beginning of period.......................................................... 91,225 91,208
Issuances of restricted stock........................................................... 349 280
Repurchases of common stock............................................................. (1,408) (354)
Exercises of stock options.............................................................. 212 1,025
---------- ----------
Balance at end of period.............................................................. 90,378 92,159
---------- ----------
---------- ----------
COMMON STOCK--PAR VALUE:
Balance at beginning of period.......................................................... $ 91 $ 91
Repurchases of common stock............................................................. (1) --
Exercises of stock options.............................................................. -- 1
---------- ----------
Balance at end of period.............................................................. $ 90 $ 92
---------- ----------
---------- ----------
CAPITAL SURPLUS:
Balance at beginning of period.......................................................... $ 270,609 $ 196,888
Issuances of restricted stock--excess over par value.................................... 7,866 17,939
Exercises of stock options--excess over par value....................................... 1,367 5,814
Capital impact of equity incentive plans................................................ 8,507 22,273
---------- ----------
Balance at end of period.............................................................. $ 288,349 $ 242,914
---------- ----------
---------- ----------
DEFERRED COMPENSATION:
Balance at beginning of period.......................................................... $ (56,790) $ (44,276)
Issuances of restricted stock........................................................... (7,866) (17,939)
Amortization of deferred compensation................................................... 11,408 9,566
---------- ----------
Balance at end of period.............................................................. $ (53,248) $ (52,649)
---------- ----------
---------- ----------
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance at beginning of period.......................................................... $ (1,244) $ (1,347)
Translation adjustments................................................................. (1,333) (204)
---------- ----------
Balance at end of period.............................................................. $ (2,577) $ (1,551)
---------- ----------
---------- ----------
RETAINED EARNINGS:
Balance at beginning of period.......................................................... $ 309,804 $ 267,444
Repurchases of common stock--excess over par value...................................... (41,147) (16,006)
Net income.............................................................................. 69,249 61,330
---------- ----------
Balance at end of period.............................................................. $ 337,906 $ 312,768
---------- ----------
---------- ----------
COMPREHENSIVE INCOME:
Net income.............................................................................. $ 69,249 $ 61,330
Translation adjustments................................................................. (1,333) (204)
---------- ----------
Total comprehensive income............................................................ $ 67,916 $ 61,126
---------- ----------
---------- ----------
</TABLE>
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>
SIX MONTHS ENDED
JUNE 30,
----------------------
1999 1998
---------- ----------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.............................................................................. $ 69,249 $ 61,330
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets..................................................... 2,483 2,463
Depreciation expense.................................................................. 14,949 8,508
Provision for deferred income taxes................................................... (2,633) 1,882
Changes in assets and liabilities, net of effects of acquisitions:
Increase in accounts receivable..................................................... (26,818) (30,580)
Increase in accounts payable, accrued expenses and accrued payroll costs............ 5,505 28,918
Increase in income taxes payable.................................................... 6,177 4,913
Change in other assets, net of change in other liabilities.......................... 9,713 4,158
---------- ----------
Total adjustments................................................................. 9,376 20,262
---------- ----------
Net cash and cash equivalents provided by operating activities.......................... 78,625 81,592
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.................................................................... (25,470) (31,456)
---------- ----------
Net cash and cash equivalents used in investing activities.............................. (25,470) (31,456)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchases of common stock and common stock equivalents................................ (41,148) (16,006)
Principal payments on notes payable and other indebtedness.............................. 34 (2,242)
Proceeds and capital impact of equity incentive plans................................... 9,874 28,088
---------- ----------
Net cash and cash equivalents (used in) provided by financing activities.................. (31,240) 9,840
---------- ----------
Net increase in cash and cash equivalents................................................. 21,915 59,976
Cash and cash equivalents at beginning of period.......................................... 166,060 131,349
---------- ----------
Cash and cash equivalents at end of period................................................ $ 187,975 $ 191,325
---------- ----------
---------- ----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest................................................................................ $ 182 $ 171
Income taxes............................................................................ $ 23,210 $ 12,483
</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
JUNE 30, 1999
(UNAUDITED)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS. Robert Half International Inc. (the "Company")
provides specialized staffing services through such divisions as
ACCOUNTEMPS-REGISTERED TRADEMARK-, ROBERT HALF-REGISTERED TRADEMARK-,
OFFICETEAM-REGISTERED TRADEMARK-, RHI CONSULTING-REGISTERED TRADEMARK-, RHI
MANAGEMENT RESOURCES-REGISTERED TRADEMARK-, THE AFFILIATES-REGISTERED TRADEMARK-
and THE CREATIVE GROUP(SM). The Company, through its ACCOUNTEMPS, ROBERT HALF
and RHI MANAGEMENT RESOURCES divisions, is the world's largest specialized
provider of temporary, full-time, and project professionals in the fields of
accounting and finance. OFFICETEAM specializes in highly skilled temporary
administrative support personnel. RHI CONSULTING provides contract information
technology professionals. THE AFFILIATES provides temporary, project, and
full-time staffing of attorneys and specialized support personnel within law
firms and corporate legal departments. THE CREATIVE GROUP provides project
staffing in the advertising, marketing, and Web design fields. Revenues are
predominantly from temporary services. The Company operates in the United
States, Canada, Europe, and Australia. The Company is a Delaware corporation.
PRINCIPLES OF CONSOLIDATION. The Consolidated Financial Statements include
the accounts of the Company and its subsidiaries, all of which are wholly-owned.
All significant intercompany balances have been eliminated. Certain
reclassifications have been made to the 1998 financial statements to conform to
the 1999 presentation.
INTERIM FINANCIAL INFORMATION. The Consolidated Financial Statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") and, in management's opinion, include all
adjustments necessary for a fair statement of results for such interim periods.
Certain information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to SEC rules or regulations; however,
the Company believes that the disclosures made are adequate to make the
information presented not misleading.
The interim results for the three and six months ended June 30, 1999, and
1998 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, 1998.
REVENUE RECOGNITION. Temporary services 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. Allowances are established to estimate losses due to placed
candidates not remaining employed for the Company's guarantee period, typically
90 days.
CASH AND CASH EQUIVALENTS. The Company considers all highly liquid
investments with a maturity of three months or less as cash equivalents.
INTANGIBLE ASSETS. Intangible assets primarily consist of the cost of
acquired companies in excess of the fair market value of their net tangible
assets at acquisition date, which are being amortized on a straight-line basis
over a period of 40 years. The carrying value of intangible assets is
periodically reviewed by the Company and impairments are recognized when the
expected future operating cash flows derived from such intangible assets are
less than their carrying value. Based upon its most recent analysis, the Company
believes that no material impairment of intangible assets existed at June 30,
1999.
5
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
(UNAUDITED)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 rates.
FOREIGN CURRENCY TRANSLATION. The results of operations of the Company's
foreign subsidiaries are translated at the monthly average exchange rates
prevailing during the period. The financial position of the Company's foreign
subsidiaries is 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.
USE OF ESTIMATES. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.
PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost.
Depreciation expense is computed using the straight-line method over the
estimated useful lives of the assets. Leasehold improvements are amortized over
the shorter of the life of the related asset or the life of the lease.
NOTE B--BUSINESS SEGMENTS
In 1998, the Company adopted Statement of Financial Accounting Standard No.
131 (SFAS No. 131), DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION. The Company has defined its business segments based on the nature
of services for the purposes of reporting under SFAS No. 131. The Company is
managed in a matrix form of organization with certain managers responsible for
service lines while other managers are responsible for geographic territories.
As such, both service line and geographic information is used in allocating
resources and measuring performance.
The Company has two reportable segments: temporary and consultant staffing;
and permanent placement staffing. The temporary and consultant staffing segment
provides specialized personnel in the accounting and finance, administrative and
office, information technology, legal, advertising, marketing, and Web design
fields. The permanent placement staffing segment provides full-time personnel in
the accounting, finance, and information technology fields.
The accounting policies of the segments are the same as those described in
Note A: Summary of Significant Accounting Policies. The Company evaluates
performance based on profit or loss from operations before interest expense,
intangible amortization expense, and income taxes.
6
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
NOTE B--BUSINESS SEGMENTS (CONTINUED)
The following table provides a reconciliation of revenue and operating
profit by reportable segment to consolidated results (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net service revenues
Temporary and consultant staffing.............................. $ 460,505 $ 407,137 $ 909,628 $ 778,304
Permanent placement staffing................................... 36,555 35,016 72,420 65,145
---------- ---------- ---------- ----------
$ 497,060 $ 442,153 $ 982,048 $ 843,449
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Operating income
Temporary and consultant staffing.............................. $ 46,992 $ 44,875 $ 97,283 $ 85,914
Permanent placement staffing................................... 8,688 9,263 17,302 17,225
---------- ---------- ---------- ----------
55,680 54,138 114,585 103,139
Amortization of intangible assets................................ 1,254 1,230 2,483 2,463
Interest income, net............................................. (1,517) (1,518) (2,824) (2,692)
---------- ---------- ---------- ----------
Income before income taxes....................................... $ 55,943 $ 54,426 $ 114,926 $ 103,368
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain information contained in Management's Discussion and Analysis and in
other parts of this report may be deemed forward-looking statements regarding
events and financial trends that may affect the Company's future operating
results or financial positions. Such statements may be identified by words such
as "estimate", "project", "plan", "intend", "believe", "expect", "anticipate",
or variations or negatives thereof or by similar or comparable words or phrases.
Forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed in the
statements. Such risks and uncertainties include, but are not limited to, the
following: changes in general or local economic conditions or in the economic
condition of any industry, the availability of qualified staff employees and
temporary candidates, government regulation of the personnel services industry,
general regulations relating to employers and employees, liability risks
associated with the operation of a personnel services business, competitive
conditions in the personnel services industry, and Year 2000 issues. In
addition, it should be noted that, because long-term contracts are not a
significant portion of the Company's business, future results cannot be reliably
predicted by considering past trends or extrapolating past results.
RESULTS OF OPERATIONS FOR EACH OF THE THREE MONTHS AND SIX MONTHS ENDED JUNE
30, 1999 AND 1998
Temporary services revenues were $460 million and $407 million for the three
months ended June 30, 1999 and 1998, respectively, increasing by 13% during the
three months ended June 30, 1999 compared to the same period in 1998. Temporary
services revenues were $910 million and $778 million for the six months ended
June 30, 1999 and 1998, respectively, increasing by 17% during the six months
ended June 30, 1999 compared to the same period in 1998. Permanent placement
revenues were $37 million and $35 million for the three months ended June 30,
1999 and 1998, respectively, increasing by 6% during the three months ended June
30, 1999 compared to the same period in 1998. Permanent placement revenues were
$72 million and $65 million for the six months ended June 30, 1999 and 1998,
respectively, increasing by 11% during the six months ended June 30, 1999
compared to the same period in 1998. Overall revenue increases reflect continued
demand for the Company's services, which the Company believes is a result of
increased acceptance in the use of professional staffing services.
The Company currently has more than 240 offices in 39 states and six foreign
countries. Domestic operations represented 88% of revenues for both the three
and six months ended June 30, 1999, and 89% and 90% of revenues for the three
and six months ended June 30, 1998, respectively. Foreign operations represented
12% of revenues for both the three and six months ended June 30, 1999, and 11%
and 10% of revenues for the three and six months ended June 30, 1998,
respectively.
Gross margin dollars from the Company's temporary services represent
revenues less direct costs of services, which consist of payroll, payroll taxes
and insurance costs for temporary employees. Gross margin dollars from permanent
placement services are equal to revenues, as there are no direct costs
associated with such revenues. Gross margin dollars for the Company's temporary
services were $167 million and $330 million for the three and six months ended
June 30, 1999, respectively, compared to $143 million and $274 million for the
comparable periods in 1998, increasing by 17% and 20% for the three and six
months ended June 30, 1999, respectively. Gross margin amounts equaled 36% of
revenues for temporary services for both the three and six months ended June 30,
1999, compared to 35% of temporary service revenues for both the three and six
months ended June 30, 1998, which the Company believes reflects its ability to
adjust billing rates and wage rates to underlying market conditions. Gross
margin dollars for the Company's permanent placement division were $37 million
and $72 million for the three and six months ended June 30, 1999, respectively,
compared to $35 million and $65 million for the comparable periods in 1998,
increasing by 6% and 11% for the three and six months ended June 30, 1999,
respectively.
8
<PAGE>
Selling, general and administrative expenses were $149 million and $288
million for the three and six months ended June 30, 1999, respectively, compared
to $124 million and $236 million during the three and six months ended June 30,
1998, respectively. Selling, general and administrative expenses as a percentage
of revenues were 30% and 29% for the three and six months ended June 30, 1999,
respectively, compared to 28% for both the three and six months ended June 30,
1998. Selling, general and administrative expenses consist primarily of staff
compensation, advertising, depreciation and occupancy costs, most of which
generally follow changes in revenues.
The Company allocates the excess of cost over the fair market value of the
net tangible assets first to identifiable intangible assets, if any, and then to
goodwill. Although management believes that goodwill has an unlimited life, the
Company amortizes these costs over 40 years. Management believes that its
strategy of making acquisitions of established companies in established markets
and maintaining its presence in these markets preserves the goodwill for an
indeterminate period. The carrying value of intangible assets is periodically
reviewed by the Company and impairments are recognized when the expected future
operating cash flows derived from such intangible assets is less than their
carrying value. Based upon its most recent analysis, the Company believes that
no material impairment of intangible assets existed at June 30, 1999. Intangible
assets represented 23% of total assets and 31% of total stockholders' equity at
June 30, 1999.
Interest income for the three months ended June 30, 1999 and 1998 was
$1,604,000 and $1,828,000, respectively, while interest expense for the three
months ended June 30, 1999 and 1998 was $87,000 and $310,000, respectively.
Interest income for the six months ended June 30, 1999 and 1998 was $3,142,000
and $3,278,000, respectively, while interest expense for the six months ended
June 30, 1999 and 1998 was $318,000 and $586,000, respectively.
The provision for income taxes was 39% and 40% for the three and six months
ended June 30, 1999, respectively, compared to 41% for both the three and six
months ended June 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The change in the Company's liquidity during the six months ended June 30,
1999 is the net effect of funds generated by operations and the funds used for
capital expenditures and repurchases of common stock. In July 1999, the Company
authorized the repurchase, from time to time, of up to an additional five
million shares of the Company's common stock on the open market or in privately
negotiated transactions, depending on market conditions. This five million share
authorization is in addition to the 1,210,000 shares remaining under the
existing four million share repurchase program. During the six months ended June
30, 1999, the Company repurchased approximately 1,066,000 shares of common stock
on the open market. Repurchases of the securities have been funded with cash
generated from operations. For the six months ended June 30, 1999, the Company
generated $79 million from operations, used $26 million in investing activities
and used $31 million in financing activities.
The Company's working capital at June 30, 1999, included $188 million in
cash and cash equivalents. In addition at June 30, 1999, the Company had
available $75 million of its $80 million bank revolving line of credit. 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 line of
credit will be sufficient to support the working capital needs of the Company,
the Company's fixed payments, and other obligations on both a short and
long-term basis. As of June 30, 1999, the Company had no material capital
commitments.
The Company's primary exposures related to the Year 2000 are in its key
internal information systems. The Company is addressing the Year 2000 exposures
as part of its strategic plan for upgrading core systems.
9
<PAGE>
Since 1997, the Company has initiated a number of major system projects to
replace core computer hardware, networking, and software systems in the U.S.
with new technology. The Company has purchased software from outside vendors and
is working with outside consultants to install the software and train employees.
The Company's key vendors supplying this technology have asserted that these
hardware, networking, and software systems are Year 2000 compliant. The Company
does not plan to test these systems for Year 2000 compliance given the
contractual representations made by its key vendors.
The Company is currently rolling out these new systems throughout the
organization in phases, by location. The first phase has been completed on
schedule and the remaining are scheduled to be complete before the Year 2000.
The Company is also in the process of upgrading all desktop computers to a model
that is Year 2000 compliant and expects to complete this upgrade in 1999. The
Company expects to spend in excess of $44 million on these systems and desktop
upgrade projects of which approximately $42 million has been incurred to date.
The Company is undertaking steps to assess the effect of the Year 2000 issue
with respect to its foreign operating units and suppliers and at this time,
cannot determine the impact it will have. Contingency plans will be developed if
it appears the Company or its key suppliers will not be Year 2000 compliant as
noncompliance would have a material adverse impact on the Company's operations.
The Company will adopt SOP 98-1, ACCOUNTING FOR THE COSTS OF COMPUTER
SOFTWARE DEVELOPED FOR INTERNAL USE, which requires the capitalization of
certain costs related to the development of software for internal use in fiscal
year 1999. The Company believes that the adoption of this standard will not have
a material impact on its financial results.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk sensitive instruments do not subject the Company
to material market risk exposures.
10
<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
On May 13, 1999, registrant held its annual meeting of stockholders. The two
matters presented to stockholders at the annual meeting were the election of
three directors to Class II and the approval of an amendment to the registrant's
By-laws that continues for an additional five years the classification of the
Board of Directors for purposes of election. The vote for director was as
follows:
<TABLE>
<CAPTION>
NOMINEE SHARES FOR SHARES WITHHELD
- ------------------------------------------------------------------------- ------------ ---------------
<S> <C> <C>
Frederick A. Richman..................................................... 80,134,785 203,024
Thomas J. Ryan........................................................... 80,112,921 224,888
J. Stephen Schaub........................................................ 78,979,662 1,358,147
</TABLE>
The continuing directors, whose terms of office did not expire at the
meeting, are Andrew S. Berwick, Jr., Frederick P. Furth, Edward W. Gibbons, and
Harold M. Messmer, Jr.
The amendment to the By-laws was approved by the following vote:
<TABLE>
<CAPTION>
For: 48,262,595
<S> <C>
Against: 27,529,888
Abstain: 112,994
Broker Non-Vote: 4,432,332
</TABLE>
No other matters were voted upon at the annual meeting.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ------------- ---------------------------------------------------------------------------------
<C> <S>
3.1 By-laws.
4.1 Rights Agreement, dated as of July 23, 1990, between the Registrant and The Chase
Manhattan Bank (formerly Manufacturers Hanover Trust Company of California), as
amended and restated effective May 17, 1999, incorporated by reference to Exhibit
1 to the Registrant's Form 8-A/A Amendment No. 5 filed on May 21, 1999.
10.1 Outside Directors' Option Plan.
10.2 StockPlus Plan.
11 Computation of Per Share Earnings.
27 Financial Data Schedule.
</TABLE>
(b) The registrant filed no current report on Form 8-K during the quarter
covered by this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROBERT HALF INTERNATIONAL INC.
(Registrant)
/s/ M. KEITH WADDELL
--------------------------------------
M. Keith Waddell
SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER
AND TREASURER
(PRINCIPAL FINANCIAL OFFICER AND
DULY AUTHORIZED SIGNATORY)
Date: August 11, 1999
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EXHIBIT 3.1
BY-LAWS
OF
ROBERT HALF INTERNATIONAL INC.
ARTICLE I
OFFICES
Section 1. REGISTERED OFFICE. The registered office of the Corporation in
the State of Delaware shall be at 1209 Orange Street, City of Wilmington, County
of New Castle.
Section 2. PRINCIPAL OFFICE FOR TRANSACTION OF BUSINESS. The principal
office for the transaction of the business of the Corporation shall be at 2884
Sand Hill Road, in the City of Menlo Park, County of San Mateo, State of
California. The Board of Directors may change said principal office from one
location to another within or without said City, County or State.
Section 3. OTHER OFFICES. The Corporation may have offices at such other
place or places, within or without the State of Delaware, as from time to time
the Board of Directors may determine or the business of the Corporation may
require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of the stockholders shall be held
at such place either within or without the State of Delaware as shall be fixed
by the Board of Directors and stated in the notice or waiver of notice of the
meeting.
Section 2. ANNUAL MEETING. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may come
before the meeting shall be held on such date in each year as the Chairman of
the Board shall designate. The Board of Directors shall present at each annual
meeting a full and clear statement of the business and condition of the
Corporation.
Section 3. SPECIAL MEETINGS. A special meeting of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute, may be called at
any time by the Chairman of the Board, or the President or by order of the Board
of Directors.
Section 4. NOTICE OF MEETINGS. Except as otherwise provided by law or the
Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting, directed to his
address as it appears upon the books of the corporation, said notice to specify
the place, date and hour and purpose or purposes of the meeting. Notice of the
time, place and purpose of any meeting of stockholders may be waived in writing,
either before or after such meeting, and will be waived by any stockholder by
his attendance thereat in person or by proxy. Any stockholder so waiving notice
of such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given. Any previously scheduled
meeting of the stockholders may be postponed, and (unless the Certificate of
Incorporation otherwise provides) any special meeting of the stockholders may be
cancelled, by resolution of the Board of Directors upon public notice given
prior to the date previously scheduled for such meeting of stockholders.
Section 5. QUORUM AND ADJOURNMENT. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. The Chairman of the meeting may
adjourn the meeting from time to time,
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whether or not there is such a quorum. No notice of the time and place of
adjourned meetings need be given except as required by law. The stockholders
present at a duly called meeting at which a quorum is present may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 6. VOTING. Except as otherwise provided in the Certificate of
Incorporation, each stockholder of voting common stock shall, at each meeting of
the stockholders, be entitled to one vote in person or by proxy for each share
of stock of the Corporation held by him on the date fixed pursuant to the
provisions of Section 3 of Article IX of the By-Laws as the record date and
registered in his name on the books of the Corporation for the determination of
stockholders who shall be entitled to notice and to vote at such meeting. Any
vote of stock of the Corporation may be given at any meeting of the stockholders
by the stockholder entitled thereto in person or by proxy but no proxy shall be
voted three years after its date, unless said proxy shall provide for a longer
period. At all meetings of the stockholders all matters including election of
directors, except where other provision is made by law, by the Certificate of
Incorporation or by these By-Laws, shall be decided by the vote of a majority in
voting interest of the stockholders present in person or by proxy and entitled
to vote thereat, a quorum being present. Unless demanded by a stockholder of the
Corporation present in person or by proxy at any meeting of the stockholders and
entitled to vote thereat or so directed by the chairman of the meeting, the vote
thereat on any question or matter, including the election of directors, need not
be by ballot. Upon a demand of any such stockholder for a vote by ballot on any
question or at the direction of such chairman that a vote by ballot be taken on
any question, such vote shall be taken. On a vote by ballot each ballot shall be
signed by the stockholder voting, or by his proxy, and shall state the number of
shares voted. No holder of Preferred Stock shall be entitled to vote at any
meeting of the stockholders, except as provided by law, by the Certificate of
Incorporation or by the Certificate of Determination of Preferences creating
such Preferred Stock.
Section 7. LIST OF STOCKHOLDERS. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
said meeting, arranged in alphabetical order, showing the address of and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the meeting is to be
held and which place shall be specified in the notice of the meeting, or, if not
specified, at the place where said meeting is to be held, and the list shall be
produced and kept at the time and place of meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Section 8. INSPECTORS OF VOTES. At each meeting of the stockholders the
chairman of such meeting may appoint one or three Inspectors of Votes to act
thereat. Each Inspector of Votes so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes shall take charge of the ballots at such meeting and after
the balloting thereat on any question shall count the ballots cast thereon and
shall make a report in writing to the secretary of such meeting of the results
thereof. An Inspector of Votes need not be a stockholder of the Corporation, and
any officer of the Corporation may be an Inspector of Votes on any question
other than a vote for or against his election to any position with the
Corporation or on any other question in which he may be directly interested. If
there are three Inspectors of Votes, the determination, report or certificate of
two such Inspectors shall be as effective as if unanimously made by all
Inspectors.
Section 9. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
(a) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (a)
pursuant to the Corporation's notice of meeting, (b) by or at the
direction of the
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Board of Directors or (c) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of notice provided for in
this By-Law, who is entitled to vote at the meeting and who complies with
the notice procedures set forth in this By-Law.
(2) For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (c) of
paragraph (a)(1) of this By-Law, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation and such
other business must otherwise be a proper matter for stockholder action.
To be timely, a stockholder's notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than the
close of business on the 60th day nor earlier than the close of business
on the 90th day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days after
such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 90th day prior to
such annual meeting and not later than the close of business on the later
of the 60th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is first
made by the Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the
giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and Rule 14a-11 thereunder (including such person's written consent
to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of
such stockholder and the beneficial owner, if any, on whose behalf the
proposal is made; and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class and
number of shares of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this By-Law to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement by the
Corporation naming all of the nominees for director or specifying the
size of the increased Board of Directors at least 70 days prior to the
first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this By-Law shall also be considered timely, but only
with respect to nominees for any new positions created by such increase,
if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the
10th day following the day on which such public announcement is first
made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made at
a special meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the direction
of the Board of Directors or (b) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this By-Law, who shall be entitled to vote
at the meeting and who complies with the notice procedures set forth in this
By-Law. In the event the Corporation calls a special meeting of stockholders
for the purpose of electing one or more directors to the Board of Directors,
any such stockholder may nominate a person or persons (as
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<PAGE>
the case may be), for the election to such position(s) as specified in the
Corporation's notice of meeting, if the stockholder's notice required by
paragraph (a)(2) of this By-Law shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 90th day prior to such special meeting and not later than
the close of business on the later of the 60th day prior to such special
meeting or the 10th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed
by the Board of Directors to be elected at such meeting. In no event shall
the public announcement of an adjournment of a special meeting commence a
new time period for the giving of a stockholder's notice as described above.
(c) General.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this By-Law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in this By-Law. Except as otherwise
provided by law, the Certificate of Incorporation or these By-Laws, the
Chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this By-Law and, if any proposed nomination or
business is not in compliance with this By-Law, to declare that such
defective proposal or nomination shall be disregarded.
(2) For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.
(3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this By-Law. Nothing in this By-Law shall be
deemed to affect any rights (i) of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act or (ii) of the holders of any series of Preferred
Stock to elect directors under specified circumstances.
Section 10. RECORD DATE FOR ACTION BY WRITTEN CONSENT. In order that the
Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take corporate action by written
consent shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within 10 days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has been fixed by
the Board of Directors within 10 days of the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in Delaware,
its principal place of business or to any officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.
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Section 11. INSPECTORS OF WRITTEN CONSENT. In the event of the delivery,
in the manner provided by Section 10, to the Corporation of the requisite
written consent or consents to take corporate action and/or any related
revocation or revocations, the Corporation shall engage nationally recognized
independent inspectors of elections for the purpose of promptly performing a
ministerial review of the validity of the consents and revocations. For the
purpose of permitting the inspectors to perform such review, no action by
written consent without a meeting shall be effective until such date as the
independent inspectors certify to the Corporation that the consents delivered to
the Corporation in accordance with Section 10 represent at least the minimum
number of votes that would be necessary to take the corporate action. Nothing
contained in this paragraph shall in any way be construed to suggest or imply
that the Board of Directors or any stockholder shall not be entitled to contest
the validity of any consent or revocation thereof, whether before or after such
certification by the independent inspectors, or to take any other action
(including, without limitation, the commencement, prosecution, or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).
Section 12. EFFECTIVENESS OF WRITTEN CONSENT. Every written consent shall
bear the date of signature of each stockholder who signs the consent and no
written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest dated written consent received in
accordance with Section 10, a written consent or consents signed by a sufficient
number of holders to take such action are delivered to the Corporation in the
manner prescribed in Section 10.
ARTICLE III
DIRECTORS
Section 1. GENERAL POWERS. The property, business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.
Section 2. NUMBER, QUALIFICATION AND TERM OF OFFICE.
(a) The number of directors which shall constitute the whole Board shall
not be less than six nor more than eleven. The number of directors
shall be fixed at such number, within the limits specified in the preceding
sentence, as determined from time to time by resolution of the Board of
Directors, upon approval by two-thirds (2/3) of the directors in office.
(b) At the 1994 Annual Meeting of Stockholders, the directors shall be
divided into three classes, as nearly equal in number as possible,
with the term of office of the first class to expire at the 1997 Annual
Meeting of Stockholders, the term of office of the second class to expire at
the 1996 Annual Meeting of Stockholders and the term of office of the third
class to expire at the 1995 Annual Meeting of Stockholders. At each Annual
Meeting of Stockholders following such initial classification and election,
directors elected to succeed those directors whose terms expire shall be
elected for a term of office to expire at the third succeeding Annual
Meeting of Stockholders after election.
(c) If the stockholders of the Company do not approve the continuing
classification of the Board of Directors at the 2004 Annual Meeting
of Stockholders, then Section 2(b) hereof shall be of no further force or
effect after the date of the 2005 Annual Meeting of Stockholders and,
notwithstanding anything to the contrary in Section 2(b), the terms of
all directors shall expire at the 2005 Annual Meeting of Stockholders and
all directors elected at the 2004 Annual Meeting of Stockholders or any
subsequent meeting of stockholders shall hold office for a one-year term.
(d) Except as provided in Sections 4 and 5 to this Article III, each
director shall hold office until the end of his term and until his
successor shall be elected and qualified or until his death, resignation or
removal. Directors need not be stockholders. This Section 2 shall not be
amended to change the two-thirds (2/3) approval requirement set forth above
except with the approval of two-thirds (2/3) of the directors in office.
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Section 3. RESIGNATIONS. Any director may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall
take effect at the time specified therein, or, if the time when it shall become
effective shall not be specified therein, then it shall take effect immediately
upon its receipt by the Secretary; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 4. REMOVAL OF DIRECTORS. Any director may be removed, with cause,
at any time, by the affirmative vote of a majority in interest of the
stockholders of record of the Corporation entitled to vote, given at a special
meeting of the stockholders called for the purpose, and the vacancy in the Board
of Directors caused by any such removal may be filled by the stockholders at
such meeting or, if the stockholders shall fail to fill such vacancy, by the
Board of Directors as provided in Section 5 of this Article III. In no case will
a decrease in the number of directors shorten the term of any incumbent
director.
Section 5. VACANCIES. In case of any vacancy in the Board of Directors
caused by death, resignation, disqualification, removal, an increase in the
number of directors, or any other cause, the successor to fill the vacancy may
be elected by the holders of shares of stock entitled to vote at an annual
meeting of said holders or by two-thirds (2/3) of the directors in office,
though less than a quorum, and each director so elected shall hold office for a
term expiring at the Annual Meeting of Stockholders at which the term of the
class to which he was elected expires and until his successor shall be duly
elected and qualified, or until his death or until he shall resign or until he
shall have been removed. Additional directorships resulting from an increase in
the number of directors shall be apportioned among the three classes as equally
as possible. This section shall not be amended to change the requirement of a
vote of two-thirds (2/3) of the directors set forth above except upon the
approval of two-thirds (2/3) of the directors in office.
Section 6. PLACE OF MEETING. The Board of Directors may hold its meetings
at such place or places within or without the State of Delaware as the Board of
Directors may from time to time determine.
Section 7. ORGANIZATION MEETING. The Board of Directors shall meet
immediately following the annual meeting of stockholders and at the place where
the stockholders' meeting was held, for the purpose of electing officers and
transacting such other business as may lawfully come before it. No notice of
such meeting shall be required.
Section 8. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such times as the Board of Directors shall from time to time by
resolution determine. If any day fixed for a regular meeting shall be a legal
holiday, then the meeting which would otherwise be held on that day shall be
held at the same hour on the next succeeding business day. Except as otherwise
provided by law, notices of regular meetings need not be given.
Section 9. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held when called by the Chairman of the Board, the Chairman of the
Executive Committee, the President, the Secretary, Assistant Secretary or a
majority of the Directors.
Section 10. NOTICE OF MEETINGS. Notice of the time and place of all
special meetings of the Board of Directors or any committee thereof, and of any
regular meeting as to which notice is given, shall be given to each director
either by telephone or by written notice delivered personally to each director
or sent to each director by mail or by other form of written communication at
least one day before the date of the meeting. Notice of any meeting may be
waived in writing at any time before or after the meeting and will be waived by
any director by attendance at such meeting.
Section 11. QUORUM AND MANNER OF ACTING. Except as otherwise provided by
statute or by these By-Laws, a majority of the total number of directors (but
not less than two) shall be required to constitute a quorum for the transaction
of business at any meeting, and the act of a majority of the directors present
at any meeting at which a quorum shall be present shall be the act of the Board
of Directors. In the absence of a quorum, a majority of the directors present
may adjourn any meeting from time to time until a quorum be had. Notice of any
adjourned meeting need not be given.
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Section 12. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or by these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof, may be taken without a meeting, if all members of the Board
or of such committee, as the case may be, consent thereto in writing, and such
writing or writings are filed with the minutes of proceedings of the Board or
Committee.
Section 13. MEETING BY TELEPHONE. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
Section 14. COMPENSATION. The Board of Directors may at any time or from
time to time by resolution provide that a specified sum shall be paid to any
director of the Corporation, either as his annual compensation as such director
or member of any committee of the Board of Directors or as compensation for his
attendance at each meeting of the Board of Directors or any such committee. The
Board of Directors may also likewise provide that the Corporation shall
reimburse each director for any expense paid by him on account of his attendance
at any meeting. Nothing in this Section shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV
EXECUTIVE COMMITTEE
Section 1. APPOINTMENT. The Board of Directors may by resolution passed by
a majority of the whole Board, appoint an Executive Committee of not less than
three members, all of whom shall be directors. The Chairman of the Executive
Committee shall be elected by the Board of Directors.
Section 2. POWERS. The Executive Committee shall have and may exercise,
when the Board is not in session, the power of the Board of Directors in the
management of the business and affairs of the Corporation; but neither the
Executive Committee nor any other committee shall have the power or authority in
reference to amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-Laws of the Corporation, nor
shall it have the power or authority to declare a dividend, to authorize the
issuance of stock or to fill vacancies in the Board of Directors or the
Executive Committee.
Section 3. TERM. The term of the Executive Committee shall be coexistent
with that of the Board of Directors which shall have appointed such Committee.
The Board may at any time for any reason remove any individual member of the
Executive Committee and the Board may fill a Committee vacancy created by death,
resignation or removal or increase in the number of members of the Executive
Committee. The Board of Directors may designate one or more directors as
alternate members of the Executive Committee who may replace any absent or
disqualified member at any meeting of the Committee.
Section 4. MEETINGS. Regular meetings of the Executive Committee, of which
no notice shall be required, may be held on such days and at such places as
shall be fixed by resolution adopted by a majority of the Committee and
communicated to all of its members. Special meetings of the Executive Committee
shall be held whenever called by the Chairman of the Executive Committee, the
Chairman of the Board, the President, the Vice President, or a majority of the
members of the Executive Committee then in office and shall be held at such time
and place as shall be designated in the notice of the meeting.
Section 5. QUORUM AND MANNER OF ACTION. A majority of the Executive
Committee shall constitute a quorum for the transaction of business and the act
of a majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Committee.
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ARTICLE V
OTHER COMMITTEES
Section 1. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors
may, by resolution passed by a majority of the whole Board, from time to time
appoint other committees of the Board of Directors. Each such committee, to the
extent permitted by law and these By-Laws, shall have and may exercise such of
the powers of the Board of Directors in the management and affairs of the
Corporation as may be prescribed by the resolution creating such committee. A
majority of all of the members of any such committee may determine its action
and fix the time and place of its meetings and specify what notice thereof, if
any, shall be given, unless the Board of Directors shall otherwise prescribe.
The Board of Directors shall have power to change the members of any such
committee at any time, to fill vacancies and to discontinue any such committee
at any time.
Section 2. NON-BOARD COMMITTEES. The authority conferred upon the Board of
Directors by Section 1 of this Article V to appoint committees of the Board of
Directors shall not be deemed to preclude the appointment by either the Board of
Directors or the Executive Committee of committees whose members need not be
directors of the Corporation provided that such committees may not exercise any
of the powers of the Board of Directors.
ARTICLE VI
OFFICERS
Section 1. NUMBER. The officers of the Corporation shall be the Chairman
of the Board, the Vice Chairman of the Board, the Chairman of the Executive
Committee, the President, one or more Vice Presidents, a Secretary and a
Treasurer. The Board of Directors may also appoint one or more Assistant Vice
Presidents, Assistant Secretaries or Assistant Treasurers and such other
officers and agents with such powers and duties as it shall deem necessary.
Assistant Vice Presidents may also be appointed by the Chairman of the Board.
Any of the Vice Presidents may be given such specific designation as may be
determined from time to time by the Board of Directors. Any two or more offices
except those of President and Secretary may be held by the same person.
Section 2. ELECTION AND TERM OF OFFICE. The officers shall be elected
annually by the Board of Directors at its organization meeting following the
annual meeting of the stockholders and each shall hold office until the next
annual election of officers and until his successor is elected and qualified, or
until his death, resignation or removal. Any officer may be removed at any time,
with or without cause, by a vote of the majority of the whole Board. Any vacancy
occurring in any office may be filled by the Board of Directors.
Section 3. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD.
(a) The Chairman of the Board shall exercise such powers and perform such
duties as may be assigned to him by these By-Laws or by the Board of
Directors. The Chairman of the Board shall preside at meetings of the
stockholders and Board of Directors and, in the absence of the Chairman of
the Executive Committee, shall preside at meetings of the Executive
Committee. He shall be ex officio a member of all standing committees of the
Board other than any standing audit committee or compensation committee.
(b) The Vice Chairman of the Board, in the absence of the Chairman of the
Board, shall preside at meetings of the stockholders and Board of
Directors. He shall exercise such other powers and perform such other duties
as may be assigned to him by these By-Laws or by the Board of Directors.
Section 4. CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meetings of the Executive Committee
and, in the absence of the Chairman of the Board and the Vice Chairman of the
Board, shall preside at meetings of the Board of Directors. The Chairman of the
Executive Committee shall perform such other duties and may exercise such other
powers as from time to time may be assigned to him by these By-Laws or by the
Board of Directors.
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Section 5. PRESIDENT. The President, subject to the general control of the
Board of Directors, shall be the chief executive officer of the Corporation and,
as such, shall be responsible for the management and direction of the affairs of
the Corporation, its officers, employees and agents and shall supervise
generally the affairs of the Corporation. He shall exercise such other powers
and perform such other duties as may be assigned to him by these By-Laws or by
the Board of Directors. In the absence of the Chairman of the Board and the Vice
Chairman of the Board, he shall preside at meetings of the stockholders and, in
the absence of the Chairman of the Board, the Vice Chairman of the Board and the
Chairman of the Executive Committee, he shall preside at meetings of the Board
of Directors and the Executive Committee. He shall be ex officio a member of all
standing committees of the Board other than any standing audit committee or
compensation committee.
Section 6. VICE PRESIDENTS. In the absence of the Chairman of the Board
and the President, the Vice President designated by the Board of Directors shall
have all of the powers and duties conferred upon the President. Except where by
law the signature of the Chairman of the Board or the President is required,
each of the Vice Presidents shall have the same power as the Chairman of the
Board or the President to sign certificates, contracts and other instruments of
the Corporation. Any Vice President shall perform such other duties and may
exercise such other powers as may from time to time be assigned to him by these
By-Laws, the Board of Directors, the Chairman of the Board or the President.
Section 7. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall record
or cause to be recorded in books provided for the purpose the minutes of the
meetings of the stockholders, the Board of Directors, the Executive Committee
and all other committees of the Board of Directors, if any; shall see that all
notices are duly given in accordance with the provisions of these By-Laws and as
required by law; shall be custodian of all corporate records (other than
financial) and of the seal of the Corporation and see that the seal is affixed
to all documents, the execution of which on behalf of the Corporation under its
seal is duly authorized in accordance with the provisions of these By-Laws;
shall keep the list of stockholders which shall include the post office address
of each stockholder and make all proper changes therein, retaining and filing
his authority for all such entries; shall see that the books, reports,
statements, certificates and all other documents and records required by law are
properly kept and filed, and, in general, shall perform all duties incident to
the office of Secretary and such other duties as may, from time to time, be
assigned to him by the Board of Directors, the Chairman of the Board or the
President. At the request of the Secretary, or in his absence or disability, any
Assistant Secretary shall perform any of the duties of the Secretary and, when
so acting, shall have all the powers and be subject to all the restrictions
upon, the Secretary. Except where by law the signature of the Secretary is
required, each of the Assistant Secretaries shall possess the same power as the
Secretary to sign certificates, contracts, obligations and other instruments of
the Corporation, and to affix the seal of the Corporation to such instruments,
and attest the same.
Section 8. TREASURER AND ASSISTANT TREASURER. The Treasurer shall keep or
cause to be kept the books of account of the Corporation and shall render
statements of the financial affairs of the Corporation in such form and as often
as required by the Board of Directors, the Chairman of the Board or the
President. The Treasurer, subject to the order of the Board of Directors, shall
have the custody of all funds and securities of the Corporation. The Treasurer
shall perform all other duties commonly incident to his office and shall perform
such other duties and have such other powers as the Board of Directors, the
Chairman of the Board or the President shall designate from time to time. At the
request of the Treasurer, or in his absence or disability, the Assistant
Treasurer or, in case there shall be more than one Assistant Treasurer, the
Assistant Treasurer designated by the Board of Directors, the Chairman of the
Board, the President or the Treasurer, may perform any of the duties of the
Treasurer and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the Treasurer. Except where by law the signature of
the Treasurer is required, each of the Assistant Treasurers shall possess the
same power as the Treasurer to sign all certificates, contracts, obligations and
other instruments of the Corporation.
Section 9. ASSISTANT VICE PRESIDENTS. The Assistant Vice Presidents shall
perform such duties as shall be determined by the Board of Directors, the
Chairman of the Board or the President of the Corporation.
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ARTICLE VII
EXECUTION OF INSTRUMENTS
The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers, or other person or persons, to
execute any corporate instrument or document or to sign the corporate name
without limitation, except where otherwise provided by law or in these By-Laws,
and such designation may be general or confined to specific instances.
ARTICLE VIII
VOTING OF SECURITIES OWNED BY THE CORPORATION
All stock and other securities of other corporations held by the Corporation
shall be voted, and all proxies with respect thereto shall be executed, by the
person authorized so to do by resolution of the Board of Directors, or, in the
absence of such authorization, by the Chairman of the Board, the Chairman of the
Executive Committee, the President or any Vice President.
ARTICLE IX
SHARES OF STOCK
Section 1. FORM AND EXECUTION OF CERTIFICATES. The certificates of stock
of the Corporation shall be numbered and shall be entered in the books of the
Corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the Chairman of the Board, the President or any
Vice President and the Secretary or an Assistant Secretary. Any or all of the
signatures on such certificate may be a facsimile. In case any officer of the
Corporation who shall have signed, or whose facsimile signature shall have been
placed upon, such certificate shall cease to be such officer before such
certificate shall have been issued, such certificate may nevertheless be issued
by the Corporation with the same effect as though such person were such officer
at the date of issuance.
Section 2. TRANSFER. Transfer of stock shall be made on the books of the
Corporation only by the person named in the certificate or by attorney lawfully
constituted in writing, and upon surrender of the certificate.
Section 3. FIXING RECORD DATE. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholder
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
Section 4. RECORD OWNER. The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof
and accordingly shall not be bound to recognize any equitable or other claim to
or interest in such share on the part of any other person, whether or not it
shall have express or other notice thereof, save as expressly provided by the
laws of Delaware.
Section 5. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the
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same in such manner as it shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
ARTICLE X
DIVIDENDS
Subject to the provisions of law and of the Certificate of Incorporation,
the Board of Directors, at any regular or special meeting, may declare and pay
dividends upon the shares of its stock either (a) out of its surplus as defined
in and computed in accordance with the provisions of law or (b) in case it shall
not have any such surplus, out of its net profits for the fiscal year in which
the dividend is declared and/or the preceding fiscal year, whenever and in such
amount as, in the opinion of the Board of Directors, the condition of the
affairs of the Corporation shall render advisable.
Before payment of any dividend or making any distribution of profits, there
may be set aside out of the surplus or net profits of the Corporation such sum
or sums as the directors may from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interests
of the Corporation.
ARTICLE XI
CORPORATE SEAL
The corporate seal shall consist of a die bearing the name of the
Corporation and the inscription "Corporate Seal -- Delaware." Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE XII
AMENDMENTS
All By-Laws of the Corporation shall be subject to alterations or repeal,
and new By-Laws may be made, by the stockholders at any annual or special
meeting, or except as otherwise provided by these By-Laws or by law, by the
affirmative vote of a majority of the directors then in office given at any
regular or special meeting of the Board of Directors.
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EXHIBIT 10.1
OUTSIDE DIRECTORS' OPTION PLAN
OF
ROBERT HALF INTERNATIONAL INC.
(AS AMENDED AND RESTATED EFFECTIVE MAY 13, 1999)
1. DEFINITIONS. As used in this Plan, the following terms have the
following meanings:
ADMINISTRATOR means the Board or a committee appointed by the
Board.
AFFILIATE means a "parent" or "subsidiary" corporation, as defined
in Sections 425(e)and 425(f), respectively, of the Code.
ANNUAL ORGANIZATIONAL MEETING means the first meeting of the Board
after the annual meeting of the Company's stockholders.
BOARD means the Board of Directors of the Company.
CHANGE IN CONTROL. A Change in Control means any of the
following events:
(a) Any person or group (as such terms are defined in Section
13(d)(3) of the Exchange Act), other than an employee benefit plan sponsored
by the Company or a subsidiary thereof or a corporation owned (directly or
indirectly), by the stockholders of the Company in substantially the same
proportions of the ownership of stock of the Company, shall become the
beneficial owner of securities of the Company representing 20% or more, or
commences a tender or exchange offer following the successful consummation of
which the offerer and its affiliates would beneficially own securities
representing 20% or more, of the combined voting power of then outstanding
securities ordinarily (and apart from rights accruing in special
circumstances) having the right to vote in the election of directors, as a
result of a tender or exchange offer, open market purchases, privately
negotiated purchases or otherwise; PROVIDED, HOWEVER, that a Change in
Control shall not be deemed to include the acquisition by any such person or
group of securities representing 20% or more of the Company if such party has
acquired such securities not with the purpose nor with the effect of changing
or influencing the control of the Company, nor in connection with or as a
participant in any transaction having such purposes or effect, including,
without limitation, not in connection with such party (i) making any public
announcement with respect to the voting of such shares at any meeting to
consider a merger, consolidation, sale of substantial assets or other
business combination or extraordinary transaction involving the Company, (ii)
making, or in any way participating in, any "solicitation" of "proxies" (as
such terms are defined or used in Regulation 14A under the Exchange Act) to
vote any voting securities of the Company (including, without limitation, any
such solicitation subject to Rule 14a-11 under the Exchange Act) or seeking
to advise or influence any party with respect to the voting of any voting
securities of the Company, directly or indirectly, relating to a merger or
other business combination involving the Company or the sale or transfer of
substantial assets of the Company, (iii) forming, joining or in any way
participating in any "group" within the meaning of Section 13(d)(3) of the
Exchange Act with respect to any voting securities of the Company, directly
or indirectly, relating to a merger or other business combination involving
the Company or the sale or transfer of any substantial assets of the Company,
or (iv) otherwise acting, alone or in concert with others, to seek control of
the Company or to seek to control or influence the management or policies of
the Company.
(b) The stockholders of the Company shall approve any plan or
proposal for the liquidation or dissolution of the Company.
(c) A change in the composition of the Board of Directors of the
Company occurring within a two-year period, as a result of which fewer than a
majority of the directors are Incumbent Directors. "Incumbent Directors"
shall mean directors who either (i) are directors of the Company as of the
date hereof, or (ii) are elected, or nominated for election, to the Board of
Directors of the Company with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but shall
not include an individual whose election or nomination is in connection with
an actual or threatened proxy contest relating to the election of directors
to the Company). 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.
(d) 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.
(e) 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.
CODE means the Internal Revenue Code of 1986, as amended.
COMPANY means Robert Half International Inc.
DIRECTOR means a member of the Board.
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ELIGIBLE DIRECTOR means a Director who is not also an employee
of the Company or an Affiliate.
EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.
GRANT DATE means the date on which an Option is granted.
NEW OPTION means an Option granted on or after January 1, 1999.
OFFER means a tender offer or an exchange offer for shares of the
Company's Stock.
OLD OPTION means an Option granted before January 1, 1999.
OPTION means an option to purchase Stock as described in Section
5.1 hereof. An Option granted under this Plan is a nonstatutory option to
purchase Stock which does not meet the requirements set forth in Section
422A of the Code.
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.
OPTIONEE means an Eligible Director who has been granted an
Option.
PLAN means the Outside Directors' Option Plan.
RETIREMENT AGE means, with respect to any Optionee, the later
to occur of (i) the 7th anniversary of Optionee's first day of service
with the Company as a Director and (ii) Optionee's 55th birthday.
SECURITIES ACT means the Securities Act of 1933, as amended.
STOCK means the Common Stock, $.001 par value, of the Company.
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.
TERMINATION DATE means the date on which an Optionee ceases to be
either a Director of or a consultant to the Company.
VESTING DATE means, with respect to each calendar year, the last
day of the month in which the Annual Organization Meeting is held; provided,
however, that the "Vesting Date" with respect to a particular Option shall
not include the last day of the month in which such Option is granted.
VOTING SHARES means the outstanding shares of the Company
entitled to vote for the election of directors.
2. PURPOSES OF THE PLAN. The purposes of the Plan are to attract and
retain the best available candidates for the Board, to provide additional equity
incentives to Eligible Directors through their participation in the growth value
of the Stock, and to promote the success of the Company's business. To
accomplish the foregoing objectives, this Plan provides a means whereby Eligible
Directors will receive Options to purchase Stock.
3. STOCK SUBJECT TO THE PLAN. The number of authorized but previously
unissued shares of the Company's Stock available for issuance hereunder shall
equal the number of shares of Stock with respect to which Options are granted
pursuant to Section 5 hereof.
4. ADMINISTRATION. The Administrator shall have the authority to grant
Options upon the terms and conditions of this Plan, and to determine all other
matters relating to this Plan. The Administrator may delegate ministerial duties
to such employees of the Company as it deems proper. All questions of
interpretation, implementation and application of this Plan shall be determined
by the Administrator, and such determinations shall be final and binding on all
persons.
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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 30,000 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 15,000 shares of Stock.
Otherwise, the Option shall be for 12,000 shares of Stock.
5.2. EXERCISE PRICE. The exercise price of an Option shall be 100% of
the value of the Stock on the Grant Date, determined in accordance with
Section 6 hereof.
5.3. OPTION TERM. Each Option granted under this Plan shall expire ten
(10) years from the Grant Date.
5.4. OPTION EXERCISE.
5.4.1. INITIAL EXERCISE. No Option may be exercised in whole or in
part until the later to occur of (i) the first Vesting Date following the
Grant Date of such Option and (ii) six months after the Grant Date of
such Option.
5.4.2. STOCKHOLDER APPROVAL. If stockholder approval of this Plan
is required (a) under the rules and regulations promulgated under Section
16 of the Exchange Act in order to exempt any transaction contemplated by
this Plan from Section 16(b) of the Exchange Act, or (b) by the rules of
the New York Stock Exchange, if the Company's securities are listed
thereon, or (c) by the rules of the National Association of Securities
Dealers automated quotation system ("NASDAQ"), National Market System, if
the Company's securities are quoted thereon, then no Option may be
exercised in whole or in part until the stockholders of the Company have
approved this Plan.
5.4.3. COMPLIANCE WITH SECURITIES LAWS. Stock shall not be issued
pursuant to the exercise of an Option unless the exercise of the Option
and the issuance and delivery of Stock pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the
Securities Act, the Exchange Act, applicable state securities laws, the
rules and regulations promulgated under each of the foregoing, the
requirements of the New York Stock Exchange (if the Company's securities
are listed thereon) and the requirements of NASDAQ pertaining to the
National Market System (if the Company's securities are quoted thereon),
and shall be further subject to the approval of counsel for the Company
with respect to such compliance.
5.5. REGISTRATION AND RESALE. If the Stock subject to this Plan is not
registered under the Securities Act and under applicable state securities
laws, the Administrator may require that the Participant deliver to the
Company such documents as counsel for the Company may determine are
necessary or advisable in order to substantiate compliance with applicable
securities laws and the rules and regulations promulgated thereunder.
5.6. VESTING SCHEDULE. An Optionee's right to exercise an Option shall
vest, as to twenty-five percent (25%) of the Stock (as adjusted, pursuant to
Section 5.8.1 hereof, if applicable) initially subject to the Option, on
each of the first through fourth Vesting Dates following the Grant Date.
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5.7. PAYMENT UPON EXERCISE. At the time written notice of exercise of
an Option is given to the Company, the Optionee shall make payment in full,
in cash or check or by one of the methods specified in Section 5.7.1 or
Section 5.7.2 below, for all Stock purchased pursuant to the exercise of
such Option. Proceeds of any such payment shall constitute general funds of
the Company.
5.7.1. PROMISSORY NOTE. An Option may be exercised by delivery of
the Optionee's full recourse promissory note for any portion or all of
the aggregate exercise price of the Stock as to which the Option is being
exercised. Such note shall (a) bear interest at the lowest rate which
will not result in interest being imputed pursuant to the Internal
Revenue Code, (b) mature four years after the date of exercise and (c) be
on such other terms as determined by the Administrator. Such promissory
note shall be secured by a security interest in the Stock purchased
pursuant to the Option and in such other manner, if any, as the
Administrator shall approve.
5.7.2. DELIVERY OF STOCK. An Option may be exercised by delivery by
the Optionee of Stock already owned by the Optionee for all or part of
the aggregate exercise price of the Stock as to which the Option is being
exercised, so long as (i) the value of such Stock (determined as provided
in Section 6) is equal on the date of exercise to the aggregate exercise
price of the shares of Stock as to which the Option is being exercised,
or such portion thereof as the Optionee is authorized to pay by delivery
of Stock and (ii) such previously owned shares have been held by the
Optionee for at least six months.
5.8. ADJUSTMENTS.
5.8.1. CHANGES IN CAPITAL STRUCTURE. If the Stock is changed by
reason of a stock split, reverse stock split, stock dividend, or
recapitalization, or is converted into or exchanged for other securities
other than as a result of a Change of Control, the Administrator shall
make such appropriate adjustments in (i) the number of shares of Stock to
be covered by options granted under Section 5.1.2 hereof, (ii) each
Option outstanding under this Plan, and (iii) the exercise price of each
outstanding Option; provided, however, that the Company shall not be
required to issue fractional shares as a result of any such adjustment.
Each such adjustment shall be determined by the Administrator in its sole
discretion, which determination shall be final and binding on all
persons. Any new or additional Stock to which an Optionee may be entitled
under this Section 5.8.1 shall be subject to all of the terms and
conditions set forth in Section 5 of this Plan.
5.8.2. CHANGE OF CONTROL. In the event of a Change of Control,
all Options shall vest immediately, and each New Option then held by
the Director shall remain outstanding until the earlier of its exercise
or its original option term (as defined in Section 5.3).
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 or under such other circumstances as the
Administrator may determine), and no such right, benefit or interest shall
be subject to attachment or legal process for or against Participant or his
or her beneficiaries, as the case may be. During the life of the Optionee,
an Option shall be exercisable only by the Optionee or, in the event of
disability of the Optionee, by the Optionee's guardian or legal
representative.
5.10. TERMINATION.
5.10.1. DEATH OR DISABILITY. If an Optionee ceases to be a
Director by reason of death or Disability, then (a) each unvested New
Option then held by the Director shall immediately vest and (b) each
New Option then held by the Director shall remain outstanding until the
earlier of its exercise or its original option term (as defined in
Section 5.3.). "Disability" shall mean (a) 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 Optionee unable to engage in any substantial
gainful activity and which condition is likely to result in death or to
be of long, continued and indefinite duration, or (b) a judicial
declaration of incompetence.
5.10.2. OTHER TERMINATION PRIOR TO RETIREMENT AGE. If an
Optionee's Termination Date shall occur prior to Optionee's Retirement
Age, other than by reason of death or Disability, the vested portion of
any then outstanding Option held by such Optionee shall, unless
otherwise provided by Section 5.8.2., remain outstanding and exercisable
through and including the 30th day following the Termination Date. The
unvested portion of any then outstanding Option held by such Optionee
shall expire on the Termination Date.
5.10.3. OTHER TERMINATION ON OR AFTER RETIREMENT AGE. If an
Optionee's Termination Date shall occur on or after Optionee's
Retirement Age, the vested portion of any then outstanding Old Option
held by such Optionee shall, unless otherwise provided by Section
5.8.2., remain outstanding and exercisable through and including the
30th day following the Termination Date. The unvested portion of any
then outstanding Old Option held by such Optionee shall expire on the
Termination Date.
5.10.4. EXTENSION OF POST TERMINATION EXERCISE PERIOD. If
exercise of an Option during the 30 day period following the
Termination Date specified in Sections 5.10.2. and 5.10.3. above would
subject the Optionee to liability under Section 16(b) of the Exchange
Act by reason of a Stock transaction by Optionee prior to the
Termination Date, such 30 day period shall not begin to run until six
months following the last such Stock transaction.
5.10.5. MAY 1999 OPTIONS. Notwithstanding anything to the
contrary in Sections 5.10.2 or 5.10.3 hereof, each option granted in
May 1999 pursuant to Section 5.1.2 shall remain outstanding until the
earlier of its exercise or its original option term (as defined in
Section 5.3).
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6. DETERMINATION OF VALUE. For purposes of this Plan, the value
of the Stock shall be the closing sales price on the New York Stock
Exchange or the NASDAQ National Market System, as the case may be, on the
date the value is to be determined as reported in THE WALL STREET JOURNAL
(Western Edition). If there are no trades on such date, the closing sale
price on the last preceding business day upon which trades occurred shall
be the fair market value. If the Stock is not listed on the New York
Stock Exchange or quoted on the NASDAQ National Market System, the fair
market value shall be determined in good faith by the Administrator.
7. MANNER OF EXERCISE. An Optionee wishing to exercise an Option
shall give written notice to the Company at its principal executive
office, to the attention of the Secretary of the Company, accompanied by
an executed Stock Purchase Agreement and by payment of the Option exercise
price in accordance with Section 5.7. The date the Company receives
written notice of an exercise hereunder accompanied by payment of the Option
exercise price will be considered the date such Option was exercised.
Promptly after receipt of such written notice and payment, the Company
shall deliver to the Optionee or such other person permitted to exercise
such Option under Section 5.9, a certificate or certificates for the
requisite number of shares of Stock. The Company shall pay any stock issue
or transfer tax incurred with respect to such exercise and issuance.
8. RIGHTS.
8.1. RIGHTS AS OPTIONEE. No Eligible Director shall acquire any rights
as an Optionee unless and until an Option Agreement has been duly executed
on behalf of the Company, delivered to the Optionee and executed by the
Optionee.
8.2. RIGHTS AS STOCKHOLDER. No person shall have any rights as a
stockholder of the Company with respect to any Stock subject to an Option
until the date that a stock certificate has been issued and delivered to the
Optionee.
8.3. NO RIGHT TO REELECTION. Nothing contained in the Plan or any
Option Agreement shall be deemed to create any obligation on the part of the
Board to nominate any Director for reelection by the Company's stockholders,
or confer upon any Director the right to remain a member of the Board for
any period of time, or at any particular rate of compensation.
9. REGISTRATION AND RESALE. The Board may, but shall not be required to,
cause the Plan, the Options, and Stock subject to the Plan to be registered
under the Securities Act and under the securities laws of any state. No Option
may be exercised, and the Company shall not be obliged to grant Stock upon
exercise of an Option, unless, in the opinion of counsel for the Company, such
exercise and grant is in compliance with all applicable federal and state
securities laws and the rules and regulations promulgated thereunder. As a
condition to the grant of an Option for the issuance of Stock upon the exercise
of an Option, the Administrator may require that the Optionee agree to comply
with such provisions and federal and state securities laws as may be applicable
to such grant or the issuance of Stock, and that the Optionee delivers to the
Company such documents as counsel for the Company may determine are necessary or
advisable in order to substantiate compliance with applicable securities laws
and the rules and regulations promulgated thereunder.
10. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Board or the
Administrator may at any time amend, alter, suspend, or discontinue this Plan,
except to the extent that stockholder approval is required for any amendment or
alteration (a) by Rule 16b-3 or applicable law in order to exempt from
Section 16(b) of the Exchange Act any transaction contemplated by this Plan,
or (b) by the rules of the New York Stock Exchange, if the Company's
securities are listed thereon, or (c) by the rules of NASDAQ pertaining to
the National Market System, if the Company's securities are quoted thereon;
provided, however, no amendment, alteration, suspension or discontinuation
shall be made that would impair the rights of any Optionee under an Option
without such Optionee's consent; and provided further, any provision in this
Plan relating to the eligibility of Directors to participate in this Plan,
the timing of Option grants made under this Plan or the amount of Options
granted to a Director under this Plan shall not be amended, to the extent so
provided by Rule 16b-3, more than once every six months, other
5
<PAGE>
than to comport with the changes in the Code or the rules thereunder. Subject to
the foregoing, the Administrator shall have the power to make such changes in
the regulations and administrative provisions hereunder, or in any Option (with
the Optionee's consent), as in the opinion of the Administrator may be
appropriate from time to time.
11. INDEMNIFICATION OF ADMINISTRATOR. Members of the group constituting
the Administrator shall be indemnified for actions with respect to the Plan to
the fullest extent permitted by the Certificate of Incorporation, as amended,
and the By-laws of the Company and by the terms of any indemnification agreement
that has been or shall be entered into from time to time between the Company and
any such person.
12. HEADINGS. The headings used in this Plan are for convenience only, and
shall not be used to construe the terms and conditions of the Plan.
13. EFFECTIVE DATE. This Plan shall become effective upon adoption by the
Board. If stockholder approval is required (a) under the General Rules and
Regulations promulgated under Section 16 of the Exchange Act in order to exempt
any transaction contemplated by this Plan from Section 16(b) of the Exchange Act
or (b) by the rules of the New York Stock Exchange, if the Company's securities
are listed thereon, or (c) by the rules of NASDAQ pertaining to the National
Market System, if the Company's securities are quoted thereon, then this Plan
shall be submitted to the stockholders of the Company for consideration at the
next annual meeting of stockholders. The Administrator may make Options
conditioned on such approval, and any Option so made shall be effective as of
the date of grant, subject only to such approval.
6
<PAGE>
EXHIBIT 10.2
ROBERT HALF INTERNATIONAL INC.
STOCKPLUS PLAN
(AS AMENDED AND RESTATED EFFECTIVE MAY 13, 1999)
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 the Board of Directors of RHII or a
committee of the Board, the composition and the size of which shall cause
such committee to satisfy the requirements of Rule 16b-3 of the Exchange
Act with respect to officers and directors.
(c) "COMPANY" means Robert Half International Inc., its divisions and
direct and indirect subsidiaries.
(d) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(e) "FAIR MARKET VALUE" means the closing sales price on the New York
Stock Exchange or the NASDAQ National Market System, as the case may be, on
the date the value is to be determined as reported in The Wall Street
Journal (Western Edition). If there are no trades on such date, the closing
price on the latest preceding business day upon which trades occurred shall
be the Fair Market Value. If the Stock is not listed in the New York Stock
Exchange or quoted on the NASDAQ National Market System, the Fair Market
Value shall be determined in good faith by the Administrator.
(f) "GRANT DATE" means the date an Option is granted under the Plan.
(g) "OPTION" or "STOCK OPTION" means a right granted under the Plan to
an Optionee to purchase shares of RHII Common Stock at a fixed price for a
specified period of time.
(h) "OPTION PRICE" means the price at which a share of Common Stock
covered by an Option granted hereunder may be purchased.
(i) "OPTIONEE" means an eligible employee of the Company who has
received a Stock Option granted under the Plan.
(j) "RHII" means Robert Half International Inc., a Delaware
corporation.
3. ADMINISTRATION. The Plan shall be administered by the Administrator,
which shall have full power and authority to administer and interpret the Plan
and to adopt such rules, regulations, agreements, guidelines and instruments for
the administration of the Plan as the Administrator deems necessary or
advisable. The Administrator's powers include, but are not limited to (subject
to the specific limitations described herein), authority to determine the
employees to be granted Options
1
<PAGE>
under the Plan, determine the size and applicable terms and conditions of grants
to be made to such employees, determine the time when Options will be granted
and authorize grants to eligible employees. Any guidelines that may be adopted
from time to time by the Administrator shall be advisory only and shall not be
binding upon the Administrator.
The Administrator's interpretations of the Plan, and all actions taken and
determinations made by the Administrator concerning any matter arising under or
with respect to the Plan or any Options granted hereunder, shall be final,
binding and conclusive on all interested parties. The Administrator may delegate
ministerial functions hereunder, such delegation to be subject to such terms and
conditions as the Administrator in its discretion shall determine. The
Administrator may as to all questions of accounting rely conclusively upon any
determinations made by the independent public accountants of the Company.
4. STOCK AVAILABLE FOR OPTIONS. The shares that may be delivered or
purchased under the Plan shall not exceed an aggregate of 7,035,000 shares of
Common Stock, subject to any adjustments which may be made pursuant to Section
11 hereof. Shares of Stock used for purposes of the Plan may be either shares of
authorized but unissued Common Stock or treasury shares or both. Stock covered
by Options which have terminated or expired prior to exercise or have been
surrendered or cancelled shall be available for further option hereunder.
5. ELIGIBILITY. All those employees of the Company as shall be determined
from time to time by the Administrator shall be eligible to participate in the
Plan, provided, however, that no employee may be granted Options in the
aggregate which would result in that employee receiving more than 10% of the
maximum number of shares available for issuance under the Plan. However, no
individual who is subject to Section 16 of the Exchange Act with respect to
transactions in the Company's securities may be granted an option subsequent to
November 1, 1995.
6. TERMS AND CONDITIONS OF OPTIONS. Each Option granted hereunder shall be
in writing and shall contain such terms and conditions as the Administrator may
determine, subject to the following:
(a) PRICE. The Option Price shall be determined by the Administrator
in its sole discretion.
(b) TERM AND EXERCISE DATES. Options granted hereunder shall have a
term of no longer than ten years from the Grant Date. A grant of Options
may become exercisable in installments; provided, however, that no Option
shall become exercisable until six months following the Grant Date of such
Option. However, Stock Options must be exercised for full shares of Common
Stock. To the extent that Stock Options are not exercised when they become
initially exercisable, they shall be carried forward and be exercisable
until the expiration of the term of such Stock Options, subject to the
provisions of Section 6(e) hereof. An option granted after November 1, 1995,
to an eligible employee pursuant to this Plan shall automatically expire if,
within six months after its grant, the recipient of such option becomes
subject to Section 16 of the Exchange Act with respect to transactions
in the Company's securities.
(c) EXERCISE OF OPTION. To exercise an Option, the holder thereof
shall give notice of his or her exercise to the Company, specifying the
number of shares of Common Stock to be purchased and identifying the
specific Options that are being exercised. From time to time the
Administrator may establish procedures relating to effecting such exercises.
No fractional shares shall be issued as a result of exercising an Option. An
Option is exercisable during an Optionee's lifetime only by the Optionee or
Optionee's guardian or legal representative.
(d) PAYMENT OF OPTION PRICE. The purchase price for Options being
exercised must be paid in full at time of exercise. Payment shall be, at the
option of the holder at the time of exercise, by any combination of cash,
check or delivery of shares of Common Stock that have been owned by Optionee
for at least six months. If all or a portion of the purchase price is paid
by delivery of shares, the shares shall be valued at the Fair Market Value
of such shares on the date of exercise.
2
<PAGE>
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, unless the Administrator shall determine
otherwise. All Options which are not exercisable at such date shall
automatically terminate and lapse, unless the Administrator shall determine
otherwise. Notwithstanding the foregoing, if exercise of an Option during
the 30-day period described in the previous sentence would subject the
Optionee to liability under Section 16 of the Exchange Act, such Option
shall be exercisable until the earliest of (a) its normal termination date
and (b) seven months after the last transaction in Common Stock by the
Optionee prior to termination.
(f) MISCONDUCT. In the event that the Administrator determines in good
faith that an Optionee has (i) used for profit, or materially harmed the
Company by disclosing to unauthorized persons, confidential information or
trade secrets of the Company, (ii) materially breached any contract with, or
materially violated any fiduciary obligation to, the Company, or (iii)
engaged in unlawful trading in the securities of RHII or of another company
based on nonpublic information gained as a result of that Optionee's
employment with the Company, then, effective as of the date notice of such
misconduct is given by the Administrator to the Optionee, that Optionee
shall forfeit all rights to any unexercised Options granted under the Plan
and all of that Optionee's outstanding Options shall automatically terminate
and lapse, unless the Administrator shall determine otherwise.
(g) NONTRANSFERABILITY OF OPTIONS. During an Optionee's lifetime, his
or her Options shall not be transferrable and shall only be exercisable by
the Optionee and any purported transfer shall be null and void. Options are
not transferable except by will or by the laws of descent and distribution.
7. AMENDMENT. The Administrator may, at any time, amend, suspend or
terminate the Plan, in whole or in part, provided that no such action shall
adversely affect any rights or obligations with respect to any grants
theretofore made hereunder. The Administrator may amend the terms and conditions
of outstanding Options, provided, however, that (i) no such amendment shall be
adverse to the holders of the Options, (ii) no such amendment shall extend the
term of an Option, and (iii) the amended terms of the Option would be permitted
under this Plan.
8. FOREIGN EMPLOYEES. Without amending the Plan, the Administrator may
grant Options to eligible employees who are foreign nationals on such terms and
conditions different from those specified in this Plan as may in the judgment of
the Administrator be necessary or desirable to foster and promote achievement of
the purposes of the Plan, and, in furtherance of such purposes the Administrator
may make such modifications, amendments, procedures, subplans and the like as
may be necessary or advisable to comply with provisions of laws in other
countries in which the Company operates or has employees.
9. REGISTRATION, LISTING AND QUALIFICATION OF SHARES. Each Option shall be
subject to the requirement that if at any time the Administrator shall determine
that the registration, listing or qualification of the shares covered thereby
upon any securities exchange or under any foreign, federal, state or local law,
or the consent or approval of any governmental regulatory body, is necessary or
3
<PAGE>
desirable as a condition of, or in connection with, the granting of such Option
or the purchase of shares thereunder, no such Option may be exercised unless and
until such registration, listing, qualification, consent or approval shall have
been effected or obtained free of any condition not acceptable to the
Administrator. Any person exercising an Option shall make such representations
and agreements and furnish such information as the Administrator may request to
assure compliance with the foregoing or any other applicable legal requirements.
RHII shall use its reasonable best efforts to cause shares issued hereunder to
be registered under the Securities Act of 1933, as amended.
10. BUY OUT OF OPTION GAINS. The Administrator shall have the right to
elect, in its sole discretion and without the consent of the holder thereof
(subject to the last sentence of this paragraph), to cancel the exercisable
portion of any Option and pay to the Optionee the excess of the Fair Market
Value of the shares of Common Stock covered by such cancelled portion of the
Option over the Option Price of such cancelled portion of the Option at the date
the Administrator provides written notice (the "Buy Out Notice") of its
intention to exercise such right. Buy outs pursuant to this provision shall be
effected by RHII as promptly as possible after the date of the Buy Out Notice.
Payments of buy out amounts may be made in cash, in shares of Common Stock, or
partly in cash and partly in Common Stock, as the Administrator deems advisable.
To the extent payment is made in shares of Common Stock, the number of shares
shall be determined by dividing the amount of the payment to be made by the Fair
Market Value of a share of Common Stock at the date of the Buy Out Notice. In no
event shall RHII be required to deliver a fractional share of Common Stock in
satisfaction of this buy out provision. Payments of such buy out amounts shall
be made net of any applicable foreign, federal (including FICA), state and local
withholding taxes. Notwithstanding the foregoing, no buy out may be effected (a)
until at least six months after the Grant Date of the subject option, and (b)
without the consent of the Optionee if the Optionee is generally required to
file reports pursuant to Section 16(a) of the Exchange Act with respect to his
transactions in the Common Stock.
11. ADJUSTMENT FOR CHANGE IN STOCK SUBJECT TO PLAN. In the event of any
change in the outstanding shares of Common Stock by reason of any stock split,
stock dividend, recapitalization, merger, consolidation, combination or exchange
of shares or other similar corporate change, such equitable adjustments may be
made in the Plan and the Options granted hereunder as the Administrator
determines are necessary or appropriate, including, if necessary, an adjustment
in the number of shares and prices per share applicable to Options then
outstanding and in the number of shares which are reserved for issuance under
the Plan. Any such adjustment shall be conclusive and binding for all purposes
of the Plan.
12. NO RIGHTS TO OPTIONS OR EMPLOYMENT. No employee or other person shall
have any claim or right to be granted an Option under the Plan. Receipt of an
Option under the Plan shall not give an employee any rights to receive any other
grant under the Plan. An Optionee shall have no rights to or interest in any
Option except as set forth herein. Neither the Plan nor any action taken
hereunder shall be construed as giving any employee any right to be retained in
the employ of the Company.
13. RIGHTS AS SHAREHOLDER. An Optionee under the Plan shall have no rights
as a holder of Common Stock with respect to Options granted hereunder, unless
and until certificates for shares of Common Stock are issued to such Optionee.
14. OTHER ACTIONS. This Plan shall not restrict the authority of the
Administrator or of RHII, for proper corporate purposes, to grant or assume
stock options, other than under the Plan, to or with respect to any employee or
other person.
15. COSTS AND EXPENSES. Except as provided in Section 6(d) hereof with
respect to taxes, the costs and expenses of administering the Plan shall be
borne by RHII and shall not be charged to any grant nor to any employee
receiving a grant.
4
<PAGE>
16. PLAN UNFUNDED. The Plan shall be unfunded. Except for reserving a
sufficient number of authorized shares to the extent required by law to meet the
requirements of the Plan, RHII shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure the payment
of any grant under the Plan.
17. GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.
18. INDEMNIFICATION OF ADMINISTRATOR. Members of the group constituting
the Administrator shall be indemnified for actions with respect to the Plan to
the fullest extent permitted by the Certificate of Incorporation, as amended,
and the By-laws of the Company and by the terms of any indemnification agreement
that has been or shall be entered into from time to time between the Company and
any such persons.
19. EFFECTIVE DATE. This Plan shall become effective upon adoption by the
Board of Directors of RHII. If stockholder approval is required (a) under the
General Rules and Regulations promulgated under Section 16 of the Exchange Act
in order to exempt any transaction contemplated by this Plan from Section 16(b)
of the Exchange Act, (b) by the rules of the New York Stock Exchange, if RHII
Common Stock is listed thereon, or (c) by the rules of NASDAQ pertaining to the
National Market System, if RHII Common Stock is quoted thereon, then this Plan
shall be submitted to the stockholders of RHII for consideration at the next
annual meeting of stockholders. The Administrator may make Options conditioned
on such approval, and any Option so made shall be effective as of the date of
grant.
5
<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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net Income........................................................ $ 33,939 $ 32,280 $ 69,249 $ 61,330
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted Average Number Of Shares Outstanding:
Basic:
Weighted average shares....................................... 90,711 92,071 90,987 91,849
--------- --------- --------- ---------
--------- --------- --------- ---------
Diluted:
Weighted average shares....................................... 90,711 92,071 90,987 91,849
Common stock equivalents--Stock options (A)................... 1,935 3,415 2,222 3,381
--------- --------- --------- ---------
Diluted shares outstanding.................................... 92,646 95,486 93,209 95,230
--------- --------- --------- ---------
--------- --------- --------- ---------
Net Income Per Share:
Basic........................................................... $ .37 $ 0.35 $ .76 $ 0.67
Diluted......................................................... $ .37 $ 0.34 $ .74 $ 0.64
</TABLE>
- ------------------------
(A) The treasury stock method was used to determine the weighted average number
of shares of common stock equivalents outstanding during the periods.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 187,975
<SECURITIES> 0
<RECEIVABLES> 279,704
<ALLOWANCES> 12,196
<INVENTORY> 0
<CURRENT-ASSETS> 481,318
<PP&E> 167,199
<DEPRECIATION> 63,208
<TOTAL-ASSETS> 759,691
<CURRENT-LIABILITIES> 164,232
<BONDS> 4,431
0
0
<COMMON> 90
<OTHER-SE> 570,430
<TOTAL-LIABILITY-AND-EQUITY> 759,691
<SALES> 0
<TOTAL-REVENUES> 982,048
<CGS> 0
<TOTAL-COSTS> 579,763
<OTHER-EXPENSES> 2,483
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2,824)
<INCOME-PRETAX> 114,926
<INCOME-TAX> 45,677
<INCOME-CONTINUING> 69,249
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 69,249
<EPS-BASIC> .76
<EPS-DILUTED> .74
</TABLE>
