As filed with the Securities and Exchange Commission on July 23, 1997
Registration No. 333___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTERIM SERVICES INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
36-3536544
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(I.R.S. Employer Identification No.)
DEFERRED COMPENSATION PLAN
OF INTERIM SERVICES INC.
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(Full title of plans)
John B. Smith, Esq., Senior Vice President
Interim Services Inc.
2050 Spectrum Boulevard
Ft. Lauderdale, Florida 33309
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(Name and address for agent of service)
(954) 938-7600
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(Telephone number, including area code, for agent of service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
<CAPTION>
Title of Proposed Proposed Amount
Securities Amount maximum maximum of
to be to be offering price aggregate registration
registered registered per share offering price(1) fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation Obligations(2) $3,500,000 N/A $3,500,000 $1,060.61
- -------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purposes of determining the registration fee.
(2) The Deferred Compensation Obligations are unsecured obligations of Interim Services Inc. to
pay deferred compensation and matching contributions in the future in accordance with the
terms and provisions of the Deferred Compensation Plan of Interim Services Inc., as amended.
</TABLE>
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"), and
the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by Interim
Services Inc. (the "Corporation") with the Securities and Exchange Commission
("Commission"), are incorporated herein by reference and made a part hereof:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year ended
December 27, 1996;
(b) The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1997;
(c) The Corporation's Current Report on Form 8-K and Form 8-K/A filed with
the Commission on May 5, 1997 and May 9, 1997, respectively;
(d) The Corporation's Current Report on Form 8-K filed with the Commission
on July 11, 1997; and
(e) The description of the Common Stock of the Corporation's Registration
Statement on Form S-1 (Registration No. 33-71338), effective January
27, 1994, the Corporation's Registration Statement on Form 8-A
(Commission File No. 0-23198), effective January 27, 1994, and any
amendment or report filed for the purpose of updating such description.
2
<PAGE>
All reports and other documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment hereto which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed comment which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
The securities consist of deferred compensation obligations of the
Corporation and its subsidiaries outstanding under the Deferred Compensation
Plan of Interim Services Inc., as amended (the "Plan"). The Plan is a
non-qualified deferred compensation plan under the Internal Revenue Code which
is designed to provide deferred compensation and matching contributions by the
Corporation to employees of the Corporation and its subsidiaries who are not
eligible to participate in the Corporation's 401(k) Benefit Plan. The following
is a description of the principal features of the Plan and the deferred
compensation obligations.
Under the Plan, each eligible participant shall have the right, by prior
election, to defer, in one percent increments, not less than one percent and not
more than 20 percent of his or her total compensation (including overtime,
commissions, bonuses and incentives) for each calendar year. The Corporation may
supplement such deferral by an amount, if any, less than or equal to the
percentage of the participant's deferred compensation, as determined by the
Corporation.
The Corporation will establish an account for each participant for whom
compensation is deferred and/or matching contributions are paid by the
Corporation. The Corporation's obligation to pay the balance credited to each
account shall remain an unsecured general obligation of the Corporation. The
Corporation may establish a grantor trust for bookkeeping purposes only, in
order to accumulate funds for the satisfaction of liabilities under the Plan.
The formation of such a trust shall not be deemed to create a fiduciary
relationship of any kind and the assets of such trust will be available for the
satisfaction of claims of the Corporation's creditors. In no event shall a Plan
participant acquire a beneficial interest in the assets of such trust.
The balance credited to each participant's account under the Plan will be
hypothetically invested in two or more investment funds available in the
Corporation's 401(k) Benefit Plan (for hypothetical investment allocations made
after April 1, 1997, hypothetical
3
<PAGE>
investments shall not be made in the Interim Services Inc. Stock Fund). The
hypothetical investment funds are subject to change as the Company deems
appropriate. Each participant may direct the hypothetical investment of his or
her funds from the investment alternatives designated by the Corporation. The
account balance shall be adjusted as of each business day or in accordance with
such other procedures as the Corporation, in its sole discretion, may determine.
The participant will be fully vested in his or her compensation deferrals (and
earnings thereon). The participant shall become vested in the matching
contributions made or his or her behalf by the Corporation according to the
following schedule:
Years of Service Vested Percentage
---------------- -----------------
Less than 1 0
1 - 2 20
2 - 3 40
3 - 4 60
4 - 5 80
5 or More 100
Upon termination of the participant's employment with the Corporation, the
participant's vested account balance shall be distributed in a single sum
payment. A participant may elect to receive his or her account balance over a 5,
10 or 15 year period. Upon a showing of immediate and heavy hardship by the
participant, the vested account balance may be paid out prior to termination of
employment. Additionally, a participant may elect to receive payment, prior to
termination of employment, of 90% of the vested account balance. The remaining
10% shall be irrevocably forfeited. No benefits under the Plan alienable,
transferable or assignable except as permitted by a beneficiary designation
under the Plan.
The Plan may be amended or terminated at any time by the Corporation's
Board of Directors. However, no modification, amendment or termination shall
adversely affect the right of any participant to receive benefits granted unfer
the Plan as of the date of such modification, amendment or termination.
There is no dollar limit on the total amount of compensation which may be
deferred by participants or matching contributions which may be made by the
Corporation under the Plan. As of March 31, 1997, $2,480,255 of deferred
compensation obligations were outstanding under the Plan.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation Law provides as follows:
4
<PAGE>
"INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE
"(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
"(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
"(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in
5
<PAGE>
subsections (a) and (b). Such determination shall be made (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.
"(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
"(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
"(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
"(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
"(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person
6
<PAGE>
who acted in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
"(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of a person.
"(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise the Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."
The officers and directors are indemnified pursuant to specific provisions
of the Corporation's Amended and Restated Certificate of Incorporation and
Bylaws to the fullest extent permissible under the law, subject to specific
limitations imposed, and, further, with the basic intent of not granting any
indemnity in contravention of the laws of the State of Delaware or of the United
States of America, whether as a matter of public policy or pursuant to statutory
provisions.
Indemnification granted each officer and director covers expenses incurred
or paid by such officer or director in connection with any claim, action, suit
or proceeding, or judgment or order. Such indemnification excludes, however, any
amounts paid or payable by such officer or director to the Corporation unless
(and only to the extent that) the Court of Chancery or the court in which the
related action was brought, shall determine that, despite the adjudication of
liability but in view of all the circumstances of the case, such officer or
director is fairly and reasonably entitled to indemnity for amounts the Court of
Chancery or such other court shall deem proper.
Pursuant to the Corporation's Amended and Restated Certificate of
Incorporation, no director or shareholder of the Corporation shall be personally
liable to the Corporation or its shareholders for monetary damages for any
breach of fiduciary duty as a director. The Certificate further provides,
however, that a director shall be liable to the extent provided by applicable
law (i) for any breach of the director's duty of loyalty to the Corporation or
its shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) pursuant to Section
174 of the General Corporation Law of the State of Delaware; or (iv) for any
transaction from which such director derived an improper personal benefit. No
amendment or repeal of this provision in the Certificate may adversely affect
any right or protection of any director of the Corporation existing at the time
of such amendment or repeal for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.
7
<PAGE>
The Corporation may purchase and maintain, and currently does so maintain,
insurance on behalf of its directors and officers against liability asserted
against any of them and incurred by them in such capacity, or arising out of
their status as such.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
----------- --------------------------------------------------------------
4.1 Deferred Compensation Plan of Interim Services Inc., dated as
of April 8, 1995, amended September 25, 1996 and April 1,
1997.
5.1 Opinion of Counsel (relating to legality of securities being
registered).
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
8
<PAGE>
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has caused this Registration Statement
to be signed on its behalf of the undersigned, thereunto duly authorized, in the
City of Ft. Lauderdale, State of Florida, on this 23rd day of July, 1997
INTERIM SERVICES INC.
By /s/ Raymond Marcy
-------------------------------------
Raymond Marcy
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individuals whose signatures
appear below constitute and appoint Raymond Marcy, John B. Smith, Roy G. Krause
and Kendrick T. Wallace, or any of them, his true and lawful attorney in fact
and agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ------------------------- -------------------------------------- -------------
/s/ Raymond Marcy President and Chief Executive July 23, 1997
- ------------------------- Officer
Raymond Marcy
/s/ Roy G. Krause Executive Vice President and July 23, 1997
- ------------------------- Chief Financial Officer
Roy G. Krause
/s/ Paul Haggard Vice President and Treasurer July 23, 1997
- ------------------------- (Chief Accounting Officer)
Paul Haggard
/s/ Steven S. Elbaum Director July 23, 1997
- -------------------------
Steven S. Elbaum
/s/ William F. Evans Director July 23, 1997
- -------------------------
William F. Evans
/s/ Jerome B. Grossman Director July 23, 1997
- -------------------------
Jerome B. Grossman
/s/ Cinda A. Hallman Director July 23, 1997
- -------------------------
Cinda A. Hallman
/s/ J. Ian Morrison Director July 23, 1997
- -------------------------
J. Ian Morrison
/s/ Allan C. Sorenson Director July 23, 1997
- -------------------------
Allan C. Sorensen
/s/ A. Michael Victory Director July 23, 1997
- -------------------------
A. Michael Victory
EXHIBIT 4.1
INTERIM SERVICES INC.
DEFERRED COMPENSATION PLAN
AS AMENDED AND RESTATED
EFFECTIVE APRIL 1, 1997
<PAGE>
INTERIM SERVICES INC.
DEFERRED COMPENSATION PLAN
Effective as of the 1st day of April, 1997, Interim Services Inc. (the
"Controlling Company") hereby amends and restates the Interim Services Inc.
Deferred Compensation Plan (the "Plan").
BACKGROUND AND PURPOSE
A. HISTORY. Effective on April 8, 1995, the Controlling Company adopted
the Plan for the benefit of eligible employees. As permitted in Article 6 of the
original Plan document, the Controlling Company now desires to amend and restate
the Plan in its entirety.
B. GOAL. The Controlling Company desires to continue to provide its
eligible employees (and those of its affiliated companies that participate in
the Plan) with an opportunity (i) to defer the receipt and income taxation of a
portion of such employees' annual compensation, and (ii) to receive, on a
deferred basis, matching contributions made with respect to at least a portion
of such employees' own deferrals.
C. COORDINATION WITH 401(K) PLAN. The Plan is intended to allow
eligible employees to participate in the type of retirement benefits they
otherwise would be able to attain under a 401(k) plan, but for the limits on
contributions and benefits applicable to such plan under the Internal Revenue
Code of 1986, as amended (the "Code"); including, without limitation, the
maximum limits on compensation, employee deferrals and allocations (under Code
Sections 401(a)(17), 402(g) and 415, respectively); and the discrimination
testing limits (under Code Sections 401(k) and 401(m)).
D. PURPOSE. The purpose of the Plan document is to set forth the terms
and conditions pursuant to which these deferrals may be made and to describe the
nature and extent of the employees' rights to their deferred amounts.
E. TYPE OF PLAN. The Plan constitutes an unfunded, nonqualified
deferred compensation plan that benefits certain designated employees who are
within a select group of key management or highly compensated employees.
STATEMENT OF AGREEMENT
To amend and restate the Plan with the purposes and goals as
hereinabove described, the Controlling Company hereby sets forth the terms and
provisions as follows:
<PAGE>
INTERIM SERVICES INC.
DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS 1
1.1 Account 1
1.2 Administrative Committee 1
1.3 Average Prime Rate 1
1.4 Beneficiary 1
1.5 Board 1
1.6 Business Day 1
1.7 Change in Control 1
1.8 Code 1
1.9 Compensation 2
1.10 Controlled Group 2
1.11 Controlling Company 2
1.12 Deferral Contributions 2
1.13 Deferral Election 2
1.14 Disability 2
1.15 Early Retirement Date 2
1.16 Effective Date 2
1.17 Eligible Employee 2
1.18 Employment Date 3
1.19 Entry Date 3
1.20 ERISA 3
1.21 401(k) Plan 3
1.22 Financial Hardship 3
1.23 Interim Services Inc. Stock Fund 3
1.24 Investment Election 3
1.25 Investment Funds 4
1.26 Matching Contributions 4
1.27 Normal Retirement Date 4
1.28 Participant 4
1.29 Participating Company 4
1.30 Plan 4
1.31 Plan Year 4
1.32 Surviving Spouse 4
1.33 Trust or Trust Agreement 4
1.34 Trustee 4
1.35 Trust Fund 4
1.36 Valuation Date 5
i
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1.37 Year of Vesting Service 5
ARTICLE II
ELIGIBILITY AND PARTICIPATION 6
2.1 Eligibility 6
(a) General Rule 6
(b) Participation Upon Effective Date 6
(c) New Participating Companies 6
(d) Predecessor Employer 6
2.2 Procedure for Admission 6
2.3 Cessation of Eligibility 7
(a) Cessation of Eligible Status 7
(b) Inactive Participant Status 7
2.4 Participation after Reemployment 7
ARTICLE III
PARTICIPANTS' ACCOUNTS; DEFERRALS AND CREDITING 8
3.1 Participants' Accounts 8
(a) Establishment of Accounts 8
(b) Nature of Contributions and Accounts 8
(c) Several Liabilities 8
(d) General Creditors 8
3.2 Deferral Contributions 8
(a) Effective Date 9
(b) Term 9
(c) Amount 9
(d) Revocation 9
(e) Crediting of Deferred Compensation 9
3.3 Matching Contributions 10
3.4 Debiting of Distributions 10
3.5 Crediting of Earnings 10
3.6 Vesting 11
3.7 Notice to Participants of Account Balances 11
3.8 Good Faith Valuation Binding 11
3.9 Errors and Omissions in Accounts 11
ARTICLE IV
INVESTMENT FUNDS 12
4.1 Selection by Administrative Committee 12
4.2 Participant Direction of Deemed Investments 12
(a) Nature of Participant Direction 12
(b) Investment of Contributions 12
(c) Investment of Existing Account Balances 12
(d) Administrative Committee Discretion 13
ii
<PAGE>
ARTICLE V
PAYMENT OF ACCOUNT BALANCES 14
5.1 Benefit Payments Upon Termination of Service for
Reasons Other Than Death 14
(a) General Rule Concerning Benefit Payments 14
(b) Timing of Distribution 14
5.2 Form of Distribution 14
(a) Single-Sum Payment 14
(b) Annual Installments 14
5.3 Death Benefits 15
5.4 In-Service Distributions. 16
(a) Hardship Distributions 16
(b) Distributions with Forfeiture 16
5.5 Beneficiary Designation 16
(a) General 16
(b) No Designation or Designee Dead or Missing 16
5.6 Taxes 17
ARTICLE VI
CLAIMS 18
6.1 Initial Claim 18
6.2 Appeal 18
6.3 Satisfaction of Claims 18
ARTICLE VII
SOURCE OF FUNDS; TRUST 19
7.1 Source of Funds 19
7.2 Trust 19
(a) Establishment 19
(b) Distributions 19
(c) Status of the Trust 19
ARTICLE VIII
ADMINISTRATIVE COMMITTEE 21
8.1 Action 21
8.2 Rights and Duties 21
8.3 Compensation, Indemnity and Liability 22
ARTICLE IX
AMENDMENT AND TERMINATION 23
9.1 Amendments 23
9.2 Termination of Plan 23
iii
<PAGE>
ARTICLE X
MISCELLANEOUS 24
10.1 Taxation. 24
10.2 No Employment Contract 24
10.3 Headings 24
10.4 Gender and Number 24
10.5 Assignment of Benefits 24
10.6 Legally Incompetent 24
10.7 Governing Law 25
iv
<PAGE>
ARTICLE I
DEFINITIONS
For purposes of the Plan, the following terms, when used with an
initial capital letter, shall have the meaning set forth below unless a
different meaning plainly is required by the context.
1.1 ACCOUNT shall mean, with respect to a Participant or Beneficiary,
the total dollar amount or value evidenced by the last balance posted in
accordance with the terms of the Plan to the account record established for such
Participant or Beneficiary.
1.2 ADMINISTRATIVE COMMITTEE shall mean the committee as shall be
appointed by the Board to act on behalf of the Controlling Company to administer
the Plan, all as provided in Article VIII.
1.3 AVERAGE PRIME RATE shall mean, for any Plan Year, the average of
the prime rate (as defined hereinbelow) for such Plan Year and the two
immediately preceding Plan Years. The "prime rate" for a Plan Year shall be the
rate of interest that is identified as the prime lending rate in the Money Rate
Section of the last Southeastern Edition of The Wall Street Journal published
during such Plan Year. If more than one prime rate is identified, the highest
identified prime rate will be used.
1.4 BENEFICIARY shall mean, with respect to a Participant, the
person(s) designated in accordance with Section 5.5 to receive any death
benefits that may be payable under the Plan upon the death of the Participant.
1.5 BOARD shall mean the Board of Directors of the Controlling Company.
1.6 BUSINESS DAY shall mean each day on which the National Association
of Securities Dealers Automated Quotation System ("NASDAQ") is open for trading
and on which the Plan's recordkeeper, the Trustee and each Investment Fund are
all open to the public for business.
1.7 CHANGE IN CONTROL shall mean consummation of (A) a merger,
consolidation or other business combination of a Participating Company with any
other "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) or affiliate thereof, other than a
merger, consolidation or business combination which would result in the
outstanding common stock of the Participating Company immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into common stock of the surviving entity or a parent or affiliate thereof) at
least 50 percent of the outstanding common stock of the Participating Company or
such surviving entity (or parent or affiliate thereof) outstanding immediately
after such merger, consolidation or business combination; (B) a plan of complete
liquidation of the Participating Company; or (C) an agreement for the sale or
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disposition by the Participating Company of all or substantially all of the
Participating Company's assets.
1.8 CODE shall mean the Internal Revenue Code of 1986, as amended.
1.9 COMPENSATION shall mean, for a Participant for any Plan Year, the
total of such Participant's cash compensation for such Plan Year paid or payable
in a regular paycheck or bonus paycheck while an active Participant in the Plan,
plus any amounts deferred at the election of the Participant under any plan
described in Code Section 125 or Code Section 401(k) for such Plan Year, plus
his Deferral Contributions for such Plan Year; provided, for purposes of
calculating a Participant's Compensation for purposes of the Plan, the Code
Section 401(a)(17) Limitation shall be disregarded.
1.10 CONTROLLED GROUP shall mean the Controlling Company and all of the
companies that are either (i) members of the same controlled group of
corporations (within the meaning of Code Section 414(b)) or (ii) under common
control (within the meaning of Code Section 414(c)), with the Controlling
Company.
1.11 CONTROLLING COMPANY shall mean Interim Services Inc., a
corporation with its principal place of business in Ft. Lauderdale, Florida.
1.12 DEFERRAL CONTRIBUTIONS shall mean, for each Plan Year, that
portion of a Participant's Compensation deferred under the Plan pursuant to
Section 3.2.
1.13 DEFERRAL ELECTION shall mean a written election form (or other
mechanism permitted by the Administrative Committee for making elections) which
a Participant may use to elect to defer a portion of his Compensation under the
Plan.
1.14 DISABILITY shall mean that a Participant is, in the opinion of an
insurance company retained by the Administrative Committee, wholly prevented
from performing the duties assigned to such Participant by the Participating
Company employing such Participant, by reason of a medically determinable
physical or mental impairment which can be expected to result in death or to be
of long-continued and indefinite duration. In making such determination, the
Administrative Committee, in its sole discretion, may require such medical proof
as it deems necessary, including the certificate of one or more licensed
physicians selected by the Administrative Committee. The decision of the
Administrative Committee as to Disability shall be final and binding.
1.15 EARLY RETIREMENT DATE shall mean the date of a Participant's
termination of employment after his attaining age 55 and completing 5 Years of
Vesting Service.
1.16 EFFECTIVE DATE shall mean April 1, 1997, the date as of which this
restatement of the Plan shall be effective. The Plan initially was effective on
April 8, 1995.
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1.17 ELIGIBLE EMPLOYEE shall mean, for a Plan Year or portion of a Plan
Year, an individual:
(a) Who is an employee of a Participating Company, exclusive
of any individual who is classified as an independent contractor under such
Participating Company's customary worker classification practices (whether or
not such individual is actually a common law employee);
(b) Who is a member of a select group of highly compensated or
key management employees;
(c) Either (i) who, for such Plan Year, is classified as a
Highly Compensated Employee under Code Section 414(q) or has satisfied such
other minimum compensation and/or other classification requirements, if any,
established from time to time by the Administrative Committee, or (ii) who
otherwise is designated by the Administrative Committee, in its sole discretion,
as eligible to participate in the Plan.
1.18 EMPLOYMENT DATE shall mean, with respect to an Eligible Employee,
the first day as of which he commences (or, in the case of a rehire,
recommences) his employment with a member of the Controlled Group.
1.19 ENTRY DATE shall mean the first day of each calendar month.
1.20 ERISA shall mean the Employee Retirement Income Security Act of
1974, as amended.
1.21 401(k) PLAN shall mean the Interim Services Inc. 401(k) Benefit
Plan.
1.22 FINANCIAL HARDSHIP shall mean a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of the Participant's dependent [as defined in Code Section
152(a)], loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. Financial Hardship shall be determined by
the Administrative Committee on the basis of the facts of each case, including
information supplied by the Participant in accordance with uniform guidelines
prescribed from time to time by the Administrative Committee; provided, the
Participant will be deemed not to have a Financial Hardship to the extent that
such hardship is or may be relieved:
(a) Through reimbursement or compensation by insurance or
otherwise;
(b) By liquidation of the Participant's assets, to the extent
the liquidation of assets would not itself cause severe financial hardship; or
(c) By cessation of deferrals under the Plan.
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Examples of what are not considered to be unforeseeable emergencies include the
need to send a Participant's child to college or the desire to purchase a home.
1.23 INTERIM SERVICES INC. STOCK FUND shall mean the investment fund
under the 401(k) Plan which invests primarily in the common stock of the
Controlling Company.
1.24 INVESTMENT ELECTION shall mean an election, made in such form as
the Administrative Committee may direct or permit, pursuant to which a
Participant may elect the Investment Funds in which the amounts credited to his
Account shall be deemed to be invested.
1.25 INVESTMENT FUNDS shall mean the investment funds selected from
time to time by the Administrative Committee for purposes of determining the
rate of return on amounts deemed invested pursuant to Participants' elections.
1.26 MATCHING CONTRIBUTIONS shall mean, for each Plan Year, the amount
credited to a Participant's Account pursuant to Section 3.3.
1.27 NORMAL RETIREMENT DATE shall mean the date of a Participant's
termination of employment after his attaining age 65.
1.28 PARTICIPANT shall mean any person who has been admitted to, and
has not been removed from, participation in the Plan pursuant to the provisions
of Article II.
1.29 PARTICIPATING COMPANY shall mean the Controlling Company and any
members of its Controlled Group that adopt the Plan as participating companies
therein. A list of such members that are participating in the Plan shall be set
forth on Exhibit A hereto.
1.30 PLAN shall mean the Interim Services Inc. Deferred Compensation
Plan, as amended and restated herein, and all amendments hereto. For tax
purposes and purposes of Title I of ERISA, the Plan is intended to be an
unfunded, nonqualified deferred compensation plan covering certain designated
employees who are within a select group of key management or highly compensated
employees.
1.31 PLAN YEAR shall mean the 12-consecutive-month period ending on
December 31 of each year.
1.32 SURVIVING SPOUSE shall mean, with respect to a Participant, the
person who is treated as married to such Participant under the laws of the state
in which the Participant resides. The determination of a Participant's Surviving
Spouse shall be made as of the date of such Participant's death.
1.33 TRUST OR TRUST AGREEMENT shall mean the separate agreement or
agreements between the Controlling Company and the Trustee governing the
creation of the Trust Fund, and all amendments thereto.
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1.34 TRUSTEE shall mean the party or parties so designated from time to
time pursuant to the terms of the Trust Agreement.
1.35 TRUST FUND shall mean the total amount of cash and other property
held by the Trustee (or any nominee thereof) at any time under the Trust
Agreement.
1.36 VALUATION DATE shall mean each Business Day; provided, the value
of an Account on a day other than a Business Day shall be the value determined
for the immediately preceding Business Day.
1.37 YEAR OF VESTING SERVICE shall mean, with respect to a Participant,
each year of vesting service credited to such Participant under the terms of the
401(k) Plan.
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ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 ELIGIBILITY.
(a) GENERAL RULE. Every Eligible Employee shall become
eligible to actively participate in the Plan on the Entry Date coincident with
or next following the date that is such Eligible Employee's 90-day anniversary
of his Employment Date; provided he is an Eligible Employee on such Entry Date.
In addition, the Administrative Committee, in its sole discretion, may designate
any individual who is an Eligible Employee, but who has not yet satisfied the
90-day eligibility period, as eligible to participate in the Plan for a portion
of any Plan Year before he otherwise becomes eligible to participate, and such
individual's participation shall become effective as of the date specified by
the Administrative Committee (assuming he satisfies the procedures for admission
described below).
(b) PARTICIPATION UPON EFFECTIVE DATE. Each Eligible Employee
who is an active Participant in the Plan on the day immediately preceding the
Effective Date shall continue as an active Participant in accordance with the
terms of the Plan.
(c) NEW PARTICIPATING COMPANIES. For employees of companies
that become Participating Companies after the Effective Date, each Eligible
Employee employed by a Participating Company on the date such Participating
Company first becomes a Participating Company shall become eligible to
participate in the Plan as of such Participating Company's effective date under
the Plan, if, as of the Participating Company's effective date, the Eligible
Employee has met the applicable eligibility requirements under Section 2.1(a).
(d) PREDECESSOR EMPLOYER. To the extent determined by the
Administrative Committee, an Eligible Employee's periods of employment with one
or more companies or enterprises acquired by or merged into, or all or a portion
of the assets or business of which are acquired by, a member of the Controlled
Group shall be taken into account in determining whether he has completed the
eligibility requirements set forth herein, and, in its sole discretion, the
Administrative Committee may establish a special entry date for all Eligible
Employees of such an acquired business.
2.2 PROCEDURE FOR ADMISSION.
Each Eligible Employee shall become a Participant by
completing such forms and providing such data in a timely manner, as are
required by the Administrative Committee as a precondition of participation in
the Plan. Such forms and data may include, without limitation, a Deferral
Election, the Eligible Employee's acceptance of the terms and conditions of the
Plan, and the designation of a Beneficiary to receive any death benefits payable
hereunder.
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2.3 CESSATION OF ELIGIBILITY.
(a) CESSATION OF ELIGIBLE STATUS. An individual's active
participation in the Plan shall cease as of the date his employment with all
Participating Companies terminates. In addition, the Administrative Committee
may remove an employee from active participation in the Plan if, as of any day
during a Plan Year, he ceases to satisfy the criteria which qualified him as an
Eligible Employee. Upon cessation of, or removal from, a Participant's active
participation in the Plan, his deferrals under the Plan shall cease.
(b) INACTIVE PARTICIPANT STATUS. Even if his active
participation in the Plan ends, an employee shall remain an inactive Participant
in the Plan until the earlier of (i) the date the full amount of his vested
Account (if any) is distributed from the Plan, or (ii) the date he again becomes
an Eligible Employee and recommences participation in the Plan. During the
period of time that an employee is an inactive Participant in the Plan, his
vested Account shall continue to be credited with earnings pursuant to the terms
of Section 3.5.
(c) PARTICIPATION AFTER REEMPLOYMENT. If an Eligible Employee
satisfies the eligibility requirements set forth in Section 2.1, terminates
employment with all Participating Companies (either before or after he becomes a
Participant), and then is reemployed as an Eligible Employee by a Participating
Company, he shall become an active Participant as of the Entry Date coinciding
with or next following his completion of the eligibility requirements set forth
in Section 2.1.
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ARTICLE III
PARTICIPANTS' ACCOUNTS; DEFERRALS AND CREDITING
3.1 PARTICIPANTS' ACCOUNTS.
(a) ESTABLISHMENT OF ACCOUNTS. The Administrative Committee
shall establish and maintain, on behalf of each Participant, an Account. Each
Account shall be credited with (i) Deferral Contributions, (ii) Matching
Contributions, and (iii) earnings attributable to such Account, and shall be
debited by distributions. Each Account of a Participant shall be maintained
until the value thereof has been distributed to or on behalf of such Participant
or his Beneficiary.
(b) NATURE OF CONTRIBUTIONS AND ACCOUNTS. The amounts credited
to a Participant's Account shall be represented solely by bookkeeping entries.
Except as provided in Article VII, no monies or other assets shall actually be
set aside for such Participant, and all payments to a Participant under the Plan
shall be made from the general assets of the Participating Companies.
(c) SEVERAL LIABILITIES. Each Participating Company shall be
severally (and not jointly) liable for the payment of benefits under the Plan in
an amount equal to the total of (i) all undistributed Deferral Contributions
withheld from Participants' Compensation paid or payable by each such
Participating Company, (ii) all undistributed Matching Contributions, and (iii)
all investment earnings attributable to such Deferral Contributions and Matching
Contributions. The Administrative Committee shall allocate the total liability
to pay benefits under the Plan among the Participating Companies pursuant to
this formula, and the Administrative Committee's determination shall be final
and binding.
(d) GENERAL CREDITORS. Any assets which may be acquired by a
Participating Company in anticipation of its obligations under the Plan shall be
part of the general assets of such Participating Company. A Participating
Company's obligation to pay benefits under the Plan constitutes a mere promise
of such Participating Company to pay such benefits, and a Participant or
Beneficiary shall be and remain no more than an unsecured, general creditor of
such Participating Company.
3.2 DEFERRAL CONTRIBUTIONS.
Each Eligible Employee who is or becomes eligible to
participate in the Plan for all or any portion of a Plan Year may irrevocably
elect to have Deferral Contributions made on his behalf for such Plan Year by
completing and submitting to the Administrative Committee (or its designee) a
Deferral Election setting forth the terms of his election. Subject to the terms
and conditions set forth below, a Deferral Election may provide for the
reduction of an Eligible Employee's Compensation payable in each regular
paycheck and any bonus paycheck paid during the Plan Year for which the Deferral
Election is in effect. Subject to any modifications,
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additions or exceptions that the Administrative Committee, in its sole
discretion, deems necessary, appropriate or helpful, the following terms shall
apply to such elections:
(a) EFFECTIVE DATE.
(i) INITIAL DEFERRAL ELECTION. A Participant's initial
Deferral Election with respect to his Compensation for any Plan Year shall be
effective for the first paycheck earned after the date the Deferral Election
becomes effective. To be effective, a Participant's initial Deferral Election
must be made within the time period prescribed by the Administrative Committee
(generally, before the first day of the Plan Year for which Deferral
Contributions will be made, or, if later, before the date on which his
participation becomes effective pursuant to Section 2.1. If an Eligible Employee
fails to submit a Deferral Election in a timely manner, he shall be deemed to
have elected not to participate in the Plan for that Plan Year.
(ii) SUBSEQUENT DEFERRAL ELECTION. A Participant's subsequent
Deferral Election with respect to his Compensation for any Plan Year must be
made on or before the last day of the Plan Year immediately preceding the Plan
Year for which he desires to participate and in which the Compensation to be
deferred is payable. Notwithstanding the foregoing, any individual, who is a
Participant in the Plan immediately before the Effective Date, may make a new
Deferral Election on or before March 15, 1997, to be effective for the first
paycheck earned after the Election Date; provided, if such individual does not
make such a new Deferral Election, the Deferral Election he had in effect
immediately before the Effective Date (if any) shall remain in effect.
(b) TERM. Each Participant's Deferral Election shall remain in
effect for all Compensation earned during a Plan Year and each subsequent Plan
Year until the earlier of (i) the date the Participant ceases to be an active
Participant, or (ii) the effective date of any subsequent Deferral Election or
revocation of such Deferral Election made by the Participant. If a Participant
is transferred from the employment of one Participating Company to the
employment of another Participating Company, his Deferral Election with the
first Participating Company will remain in effect and will apply to his
Compensation from the second Participating Company until the earlier of those
events set forth in the preceding sentence.
(c) AMOUNT. A Participant may elect to defer his Compensation
payable in each regular paycheck in 1 percent increments, up to a maximum of 20
percent (or such other maximum percentage and/or amount, if any, established by
the Administrative Committee from time-to-time).
(d) REVOCATION. A Participant may revoke his Deferral Election
by delivering a written notice of revocation to the Administrative Committee,
and such revocation shall be effective as soon as practicable after the date on
which it is received by the Administrative Committee. (See also Section 2.3(a))
A Participant who revokes a Deferral Election may enter into a new Deferral
Election with respect to his Compensation for any subsequent Plan Year by making
such Deferral Election on or before the last day of the Plan Year immediately
preceding
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the Plan Year for which he desires to participate and in which the Compensation
to be deferred is earned.
(e) CREDITING OF DEFERRED COMPENSATION. For each Plan Year
that a Participant has a Deferral Election in effect, the Administrative
Committee shall credit the amount of such Participant's Deferral Contributions
to his Account on, or as soon as practicable after, the Valuation Date on which
such amount would have been paid to him but for his Deferral Election.
3.3 MATCHING CONTRIBUTIONS.
As of the end of each payroll period (or such other date or
time as the Administrative Committee, in its sole discretion, determines from
time-to-time), the Administrative Committee may credit to each Participant's
Account for such payroll period a Matching Contribution in an amount, or equal
to such percentage of a Participant's Deferred Contribution, as the
Administrative Committee, with the approval of the Compensation Committee of the
Board, may determine.
3.4 DEBITING OF DISTRIBUTIONS.
As of each Valuation Date, the Administrative Committee shall
debit each Participant's Account for any amount distributed from such Account
since the immediately preceding Valuation Date.
3.5 CREDITING OF EARNINGS.
As of each Valuation Date prior to the date as of which
distribution of a Participant's Account balance is made or commences, the
Administrative Committee shall credit to each Participant's Account the amount
of earnings and/or losses applicable thereto for the period since the
immediately preceding Valuation Date. Such crediting of earnings and/or losses
shall be effected as of each Valuation Date, as follows:
(a) The Administrative Committee first shall determine the
rate of return for the period since the immediately preceding Valuation Date for
each of the Investment Funds;
(b) The Administrative Committee next shall determine the
amount of (i) each Participant's Account that was deemed invested in each such
Investment Fund as of the immediately preceding Valuation Date; minus (ii) the
amount of any distributions debited from the amount determined in clause (i)
since the immediately preceding Valuation Date; and
(c) The Administrative Committee shall then apply the rate of
return for each such Investment Fund for such Valuation Date (as determined in
subsection (a) hereof) to the Participant's amount deemed invested in such
Investment Fund for such Valuation Date (as determined in subsection (b)
hereof), and the total amount of earnings and/or losses resulting therefrom
shall be credited to such Participant's Account as of the applicable Valuation
Date.
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(d) Notwithstanding anything herein to the contrary, while
Deferral Contributions and Matching Contributions may be allocated to a
Participant's Account as of a particular date (as provided by the Plan), such
Deferral Contributions and Matching Contributions shall be credited with
earnings only from the date such amounts are actually credited to such
Participant's Account by the Administrative Committee or its delegatee.
3.6 VESTING.
A Participant shall at all times be fully vested in his
Deferral Contributions, and the earnings credited to his Account with respect to
such Deferral Contributions. The Matching Contributions credited to a
Participant's Account and the earnings credited with respect thereto shall vest
in accordance with the vesting schedule and rules, and at the same vesting
percentage, as applies to employer contributions allocated to participants'
accounts under the 401(k) Plan.
3.7 NOTICE TO PARTICIPANTS OF ACCOUNT BALANCES.
At least once for each Plan Year, the Administrative Committee
shall cause a written statement of a Participant's Account balance to be
distributed to the Participant.
3.8 GOOD FAITH VALUATION BINDING.
In determining the value of the Accounts, the Administrative
Committee shall exercise its best judgment, and all such determinations of value
(in the absence of bad faith) shall be binding upon all Participants and their
Beneficiaries.
3.9 ERRORS AND OMISSIONS IN ACCOUNTS.
If an error or omission is discovered in the Account of a
Participant or in the amount of a Participant's deferrals, the Administrative
Committee, in its sole discretion, shall cause appropriate, equitable
adjustments to be made as soon as administratively practicable following the
discovery of such error or omission.
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ARTICLE IV
INVESTMENT FUNDS
4.1 SELECTION BY ADMINISTRATIVE COMMITTEE.
From time to time, the Administrative Committee shall select
two or more Investment Funds for purposes of determining the rate of return on
amounts deemed invested in accordance with the terms of the Plan. Initially, the
Investment Funds available under the Plan shall be those investment funds
offered under the 401(k) Plan on the Effective Date (other than the Interim
Services Inc. Stock Fund, which shall only be available on a limited basis as
described in Section 4.2(c)). The Administrative Committee may change, add or
remove Investment Funds on a prospective basis at any time and in any manner it
deems appropriate.
4.2 PARTICIPANT DIRECTION OF DEEMED INVESTMENTS.
Each Participant generally may direct the manner in which his
Account shall be deemed invested in and among the Investment Funds; provided,
such investment directions shall be made in accordance with the following terms:
(a) NATURE OF PARTICIPANT DIRECTION. The selection of
Investment Funds by a Participant shall be for the sole purpose of determining
the rate of return to be credited to his Account, and shall not be treated or
interpreted in any manner whatsoever as a requirement or direction to actually
invest assets in any Investment Fund or any other investment media. The Plan, as
an unfunded, nonqualified deferred compensation Plan, at no time shall have any
actual investment of assets relative to the benefits or Accounts hereunder.
(b) INVESTMENT OF CONTRIBUTIONS. Except as otherwise provided
in this Section, each Participant may make an Investment Election prescribing
the percentage of his future contributions that will be deemed invested in each
Investment Fund. An initial Investment Election of a Participant shall be made
as of the date the Participant commences or recommences participation in the
Plan and shall apply to all contributions credited to such Participant's Account
after such date. Such Participant may make subsequent Investment Elections as of
any Valuation Date, and such elections shall apply to all such specified
contributions credited to such Participant's Account after such date. Any
Investment Election made pursuant to this subsection with respect to future
contributions shall remain effective until changed by the Participant.
(c) INVESTMENT OF EXISTING ACCOUNT BALANCES. Except as
otherwise provided in this Section, each Participant's existing Account balance
on the Effective Date will be deemed invested in the various categories of
current Investment Funds based upon the categories selected in the Investment
Election in effect for such Participant on the Effective Date. Each Participant
may make an Investment Election, effective as of any Valuation Date after the
Effective Date, prescribing a different percentage or dollar amount of his
existing Account balance that will be deemed invested in each Investment Fund;
provided, no Investment Election may increase the
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amount of a Participant's Account balance which is deemed to be invested in the
Interim Services Inc. Stock Fund. Each such election shall remain in effect
until changed by such Participant.
(d) ADMINISTRATIVE COMMITTEE DISCRETION. The Administrative
Committee shall have complete discretion to adopt and revise procedures to be
followed in making such Investment Elections. Such procedures may include, but
are not limited to, the process of making elections, the permitted frequency of
making elections, the incremental size of elections, the deadline for making
elections and the effective date of such elections. Any procedures adopted by
the Administrative Committee that are inconsistent with the deadlines or
procedures specified in this Section shall supersede such provisions of this
Section without the necessity of a Plan amendment.
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ARTICLE V
PAYMENT OF ACCOUNT BALANCES
5.1 BENEFIT PAYMENTS UPON TERMINATION OF SERVICE FOR REASONS OTHER THAN
DEATH.
(a) GENERAL RULE CONCERNING BENEFIT PAYMENTS. In accordance
with the terms of subsection (b) hereof, if a Participant terminates his
employment with the Controlling Company and all other members of the Controlled
Group for any reason other than death (including the cessation of his employer's
membership in the Controlled Group), he (or his Beneficiary, if he dies after
such termination of employment but before distribution of his Account) shall be
entitled to receive a distribution of the total of (i) the entire vested amount
credited to his Account, determined as of the Valuation Date on which such
distribution is processed; plus (ii) the vested amount of Deferral Contributions
and Matching Contributions made since such Valuation Date; and minus (iii) the
amount of any distributions made to the Participant since such Valuation Date.
For purposes of this subsection, the "Valuation Date on which such distribution
is processed" refers to the Valuation Date established for such purpose by
administrative practice, even if actual payment is made at a later date due to
delays in valuation, administration or any other procedure.
(b) TIMING OF DISTRIBUTION. The distribution of the vested
benefit payable to a Participant under this Section shall be made or commenced
as soon as administratively feasible after the date the Participant terminates
his employment with the Controlling Company and all other members of the
Controlled Group for any reason other than death.
5.2 FORM OF DISTRIBUTION.
(a) SINGLE-SUM PAYMENT. Except as provided in subsection (b)
hereof, the benefit payable to a Participant under Section 5.1 shall be
distributed in the form of a single-sum payment.
(b) ANNUAL INSTALLMENTS. A Participant may elect, at the time
he makes his initial Deferral Election, or at any later time that is at least 1
year before his benefit commencement date, to have any benefit payable under
Section 5.1 on account of the Participant's termination of employment on or
after his Normal Retirement Date or Early Retirement Date paid in the form of
annual installments over a 5, 10 or 15 year period; provided, if the
Administrative Committee, in its sole discretion, determines that such
Participant has a Disability at the time his employment terminates, his entire
Account shall be paid in the form of a single-sum payment as provided in Section
5.1 hereof. In the event a Participant elects to have any benefit payable under
Section 5.1 paid in the form of annual installments, such Participant may elect,
at any time that is at least 1 year before his benefit commencement date, to
have his benefit paid in the form of a single-sum payment.
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(i) The installment payments shall be made in annual
installments (adjusted for interest income between payments in the manner
described in subsection (b)(ii) hereof), commencing as soon as administratively
feasible after the Participant's termination of employment, and continuing each
successive January thereafter. The initial value of the obligation for the
installment payments shall be equal to the amount of the Participant's Account
balance calculated in accordance with the terms of Section 5.1(a).
(ii) As of the first day of January of the calendar
year following the Participant's termination of employment, and on the first day
of each succeeding January thereafter, the Administrative Committee shall credit
interest to the Participant's Account for the applicable period by applying a
per annum rate equal to the total of (i) the Average Prime Rate for the Plan
Year ending immediately before such date; plus (ii) 100 basis points.
(iii) If a Participant dies after payment of his
benefit from the Plan has begun, but before his entire benefit has been
distributed, the remaining amount of his Account balance shall be distributed to
the Participant's designated Beneficiary in the form of a single-sum payment on
the Participant's next scheduled payment date as determined in accordance with
subsection (b)(ii) hereof.
(iv) Notwithstanding anything in this subsection (b)
to the contrary, if the Administrative Committee, in its sole discretion,
determines that, during the period of annual installment payments elected under
this subsection (b), the Participant is engaging in any act in competition with
the Controlling Company or any member of the Controlled Group, the
Administrative Committee may (but shall not be required to) direct that the
remaining balance in the Participant's Account be distributed in a single-sum
payment to such Participant as soon as practicable following such determination.
For purposes of this subsection (b)(iv), a Participant shall be deemed to be
engaging in an "act in competition" if the Administrative Committee determines
that he owns, manages, operates, controls, directs, becomes a director of, or
accepts employment in a managerial or sales position with, any other business
engaged in the sale, distribution or provision of products or services
competitive with those products or services sold, distributed or provided by the
Controlling Company or any member of the Controlled Group; provided, nothing
contained herein shall be deemed to prohibit the Administrative Committee from
determining that a Participant is engaging in an "act in competition" with the
Controlling Company or a member of the Controlled Group as a result of any other
action by such Participant.
5.3 DEATH BENEFITS.
If a Participant dies before payment of his benefit from the
Plan is made, the Beneficiary or Beneficiaries designated by such Participant in
his latest beneficiary designation form filed with the Administrative Committee
shall be entitled to receive a distribution of the total of (i) the entire
vested amount credited to such Participant's Account, determined as of the
Valuation Date on which such distribution is processed; plus (ii) the vested
amount of Deferral and Matching Contributions made since such Valuation Date;
and minus (iii) the amount of any distributions made to the Participant since
such Valuation Date. For purposes of this Section, the
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"Valuation Date on which such distribution is processed" refers to the Valuation
Date established for such purpose by administrative practice, even if actual
payment is made at a later date due to delays in valuation, administration or
any other procedure. The benefit shall be distributed to such Beneficiary or
Beneficiaries, as soon as administratively feasible after the date of the
Participant's death, in the form of a single-sum payment.
5.4 IN-SERVICE DISTRIBUTIONS.
(a) HARDSHIP DISTRIBUTIONS. In the event the Administrative
Committee determines that hardship distributions shall be allowed generally
under the Plan, then upon receipt of an application for an in-service hardship
distribution and the Administrative Committee's decision, made in its sole
discretion, that a Participant has suffered a Financial Hardship, such
Participant shall be entitled to receive an in service distribution. Such
distribution shall be paid in a single sum payment as soon as administratively
feasible after the Administrative Committee determines that the Participant has
incurred a Financial Hardship. The amount of such single sum payment shall be
limited to the amount that the Administrative Committee determines is reasonably
necessary to meet the Participant's requirements resulting from the Financial
Hardship. The amount of such distribution shall reduce the Participant's Account
balance as provided in Section 3.4.
(b) DISTRIBUTIONS WITH FORFEITURE. Notwithstanding any other
provision of this Article V to the contrary, a Participant may elect, at any
time prior to termination of his employment with the Controlling Company and all
other members of the Controlled Group, to receive a distribution of up to 90% of
the total of (i) the entire vested amount credited to his Account, determined as
of the Valuation Date on which such distribution is processed; plus (ii) the
vested amount of Deferral Contributions and Matching Contributions made since
such Valuation Date; and minus (iii) the amount of any distributions made to the
Participant since such Valuation Date. Such distribution shall be made as soon
as administratively feasible after the date of the Participant's election under
this subsection (b). As of the Valuation Date as of which such distribution is
processed, an amount equal to 10% of such Participant's total Account balance as
of such date, both vested and nonvested portions, shall be permanently and
irrevocably forfeited, and such Participant shall not be eligible to again
participate in the Plan for a period of 1 year after such distribution. Such
participant may resume active participation in the Plan on the Entry Date
coincident with on next following the 1-year anniversary of such distribution by
making a new Deferral Election and satisfying any other procedures for admission
under Section 2.2. If such Participant fails to make a Deferral Election before
the date he is eligible to resume active participation in the Plan, he shall be
deemed to have elected not to participate in the Plan for the remainder of that
Plan Year.
5.5 BENEFICIARY DESIGNATION.
(a) GENERAL. Participants shall designate and from time to
time may redesignate their Beneficiaries in such form and manner as the
Administrative Committee may determine.
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(b) No Designation or Designee Dead or Missing. In the event
that:
(i) a Participant dies without designating a
Beneficiary;
(ii) the Beneficiary designated by a Participant is
not surviving when a payment is to be made to such person under the Plan, and no
contingent Beneficiary has been designated; or
(iii) the Beneficiary designated by a Participant
cannot be located by the Administrative Committee within 1 year from the date
benefits are to be paid to such person;
then, in any of such events, the Beneficiary of such Participant with respect to
any benefits that remain payable under the Plan shall be the Participant's
Surviving Spouse, if any, and if not, the estate of the Participant.
5.6 TAXES.
If the whole or any part of any Participant's or Beneficiary's
benefit hereunder shall become subject to any estate, inheritance, income or
other tax which the Participating Companies shall be required to pay or
withhold, the Participating Companies shall have the full power and authority to
withhold and pay such tax out of any monies or other property in its hand for
the account of the Participant or Beneficiary whose interests hereunder are so
affected. Prior to making any payment, the Participating Companies may require
such releases or other documents from any lawful taxing authority as it shall
deem necessary. Notwithstanding anything in the Plan to the contrary, the
distribution of a Participant's benefit hereunder prior to his termination of
employment with the Company shall be limited to an amount that would not cause
the Participant to receive compensation that the Administrative Committee
determines would not be deductible under Code Section 162(m).
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ARTICLE VI
CLAIMS
6.1 INITIAL CLAIM. Claims for benefits under the Plan may be filed with
the Administrative Committee on forms or in such other written documents, as the
Administrative Committee may prescribe. The Administrative Committee shall
furnish to the claimant written notice of the disposition of a claim within 90
days after the application therefor is filed. In the event the claim is denied,
the notice of the disposition of the claim shall provide the specific reasons
for the denial, citations of the pertinent provisions of the Plan, and, where
appropriate, an explanation as to how the claimant can perfect the claim and/or
submit the claim for review.
6.2 APPEAL. Any Participant or Beneficiary who has been denied a
benefit shall be entitled, upon request to the Administrative Committee, to
appeal the denial of his claim. The claimant (or his duly authorized
representative) may review pertinent documents related to the Plan and in the
Administrative Committee's possession in order to prepare the appeal. The
request for review, together with written statement of the claimant's position,
must be filed with the Administrative Committee no later than 60 days after
receipt of the written notification of denial of a claim provided for in
subsection (a). The Administrative Committee's decision shall be made within 60
days following the filing of the request for review. If unfavorable, the notice
of the decision shall explain the reasons for denial and indicate the provisions
of the Plan or other documents used to arrive at the decision.
6.3 SATISFACTION OF CLAIMS. Any payment to a Participant or Beneficiary
shall to the extent thereof be in full satisfaction of all claims hereunder
against the Administrative Committee and the Participating Companies, any of
whom may require such Participant or Beneficiary, as a condition to such
payment, to execute a receipt and release therefor in such form as shall be
determined by the Administrative Committee or the Participating Companies. If
receipt and release is required but the Participant or Beneficiary (as
applicable) does not provide such receipt and release in a timely enough manner
to permit a timely distribution in accordance with the general timing of
distribution provisions in the Plan, the payment of any affected distribution
may be delayed until the Administrative Committee or the Participating Companies
receive a proper receipt and release.
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ARTICLE VII
SOURCE OF FUNDS; TRUST
7.1 SOURCE OF FUNDS.
Except as provided in this Section and Section 7.2 (relating
to the Trust), each Participating Company shall provide the benefits described
in the Plan from its general assets. However, to the extent that funds in such
Trust allocable to the benefits payable under the Plan are sufficient, the Trust
assets may be used to pay benefits under the Plan. If such Trust assets are not
sufficient to pay all benefits due under the Plan, then the appropriate
Participating Company shall have the obligation, and the Participant or
Beneficiary, who is due such benefits, shall look to such Participating Company
to provide such benefits.
7.2 TRUST.
(a) ESTABLISHMENT. To the extent determined by the Controlling
Company, the Participating Companies shall transfer the funds necessary to fund
benefits accrued hereunder to the Trustee to be held and administered by the
Trustee pursuant to the terms of the Trust Agreement. Except as otherwise
provided in the Trust Agreement, each transfer into the Trust Fund shall be
irrevocable as long as a Participating Company has any liability or obligations
under the Plan to pay benefits, such that the Trust property is in no way
subject to use by the Participating Company; provided, it is the intent of the
Controlling Company that the assets held by the Trust are and shall remain at
all times subject to the claims of the general creditors of the Participating
Companies.
(b) DISTRIBUTIONS. Pursuant to the Trust Agreement, the
Trustee shall make payments to Plan Participants and Beneficiaries in accordance
with a payment schedule provided by the Participating Company. The Participating
Company shall make provisions for the reporting and withholding of any federal,
state or local taxes that may be required to be withheld with respect to the
payment of benefits pursuant to the terms of the Plan and shall pay amounts
withheld to the appropriate taxing authorities or determine that such amounts
have been reported, withheld and paid by the Participating Company.
(c) STATUS OF THE TRUST. No Participant or Beneficiary shall
have any interest in the assets held by the Trust or in the general assets of
the Participating Companies other than as a general, unsecured creditor.
Accordingly, a Participating Company shall not grant a security interest in the
assets held by the Trust in favor of the Participants, Beneficiaries or any
creditor.
(d) CHANGE IN CONTROL. Notwithstanding anything in this
Article VII to the contrary, in the event of a Change in Control of any
Participating Company, such Participating Company (or, if the Change in Control
occurs with respect to the Controlling Company, each of the Participating
Companies) shall immediately transfer to the Trustee an amount equal to the
aggregate of all benefit amounts (determined as of the Valuation Date as of
which the Change in Control occurs) of all Participants for which such
Participating Company is liable for payment in
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accordance with the terms of Section 3.1(c). The funds so transferred shall be
held and administered by the Trustee pursuant to the terms of the Trust
Agreement and the foregoing provisions of this Section 7.2.
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ARTICLE VIII
ADMINISTRATIVE COMMITTEE
8.1 ACTION.
Action of the Administrative Committee may be taken with or
without a meeting of committee members; provided, action shall be taken only
upon the vote or other affirmative expression of a majority of the committee
members qualified to vote with respect to such action. If a member of the
committee is a Participant or Beneficiary, he shall not participate in any
decision which solely affects his own benefit under the Plan. For purposes of
administering the Plan, the Administrative Committee shall choose a secretary
who shall keep minutes of the committee's proceedings and all records and
documents pertaining to the administration of the Plan. The secretary may
execute any certificate or any other written direction on behalf of the
Administrative Committee.
8.2 RIGHTS AND DUTIES.
The Administrative Committee shall administer the Plan and
shall have all powers necessary to accomplish that purpose, including (but not
limited to) the following:
(a) To construe, interpret and administer the Plan;
(b) To make determinations required by the Plan, and to
maintain records regarding Participants' and Beneficiaries' benefits hereunder;
(c) To compute and certify to the Participating Companies the
amount and kinds of benefits payable to Participants and Beneficiaries, and to
determine the time and manner in which such benefits are to be paid;
(d) To authorize all disbursements by the Participating
Companies pursuant to the Plan;
(e) To maintain all the necessary records of the
administration of the Plan;
To make and publish such rules for the regulation of the
Plan as are not inconsistent with the terms hereof;
(f) To delegate to other individuals or entities from time to
time the performance of any of its duties or responsibilities hereunder;
(g) To hire agents, accountants, actuaries, consultants and
legal counsel to assist in operating and administering the Plan.
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The Administrative Committee shall have the exclusive right to construe and
interpret the Plan, to decide all questions of eligibility for benefits and to
determine the amount of such benefits, and its decisions on such matters shall
be final and conclusive on all parties.
8.3 COMPENSATION, INDEMNITY AND LIABILITY.
The Administrative Committee and its members shall serve as
such without bond and without compensation for services hereunder. All expenses
of the Administrative Committee shall be paid by the Participating Companies. No
member of the committee shall be liable for any act or omission of any other
member of the committee, nor for any act or omission on his own part, excepting
his own willful misconduct. The Participating Companies shall indemnify and hold
harmless the Administrative Committee and each member thereof against any and
all expenses and liabilities, including reasonable legal fees and expenses,
arising out of his membership on the committee, excepting only expenses and
liabilities arising out of his own willful misconduct.
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ARTICLE IX
AMENDMENT AND TERMINATION
9.1 AMENDMENTS.
The Administrative Committee shall have the right, in its sole
discretion, to amend the Plan in whole or in part at any time and from time to
time, subject to approval by the Vice President of Administration or the Chief
Financial Officer of the Controlling Company, or by the Board. Any amendment
shall be in writing and executed by a duly authorized officer of the Controlling
Company. An amendment to the Plan may modify its terms in any respect
whatsoever, and may include, without limitation, a permanent or temporary
freezing of the Plan such that the Plan shall remain in effect with respect to
existing Account balances without permitting any new contributions; provided, no
such action may reduce the amount already credited to a Participant's Account
without the affected Participant's written consent. All Participants and
Beneficiaries shall be bound by such amendment. Notwithstanding anything in this
Section 9.1 to the contrary, the following provisions shall apply to all
amendments to the Plan:
(a) No amendment shall increase the duties or liabilities of
the Trustee without the consent of such party;
(b) No amendment shall decrease the balance or vested
percentage of an Account;
(c) No amendment shall be made which would divert any of the
assets of the Trust to any purpose other than the exclusive benefit of the
Participants and their Beneficiaries;
(d) No amendment which increases the rate of contributions by
the Controlling Company or any Participating Company under the Plan shall be
made without approval of the Board or its Compensation Committee; and
(e) Each amendment shall be approved by the Administrative
Committee by resolution.
9.2 TERMINATION OF PLAN.
The Controlling Company reserves the right to discontinue and
terminate the Plan at any time, for any reason. Any action to terminate the Plan
shall be taken by the Board in the form of a written Plan amendment executed by
a duly authorized officer of the Controlling Company. If the Plan is terminated,
each Participant shall become 100 percent vested in his Account which shall be
distributed in a single sum as soon as practicable after the date the Plan is
terminated. The amount of any such distribution shall be determined as of the
Valuation Date such termination distribution is to be processed. Such
termination shall be binding on all Participants and Beneficiaries.
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ARTICLE X
MISCELLANEOUS
10.1 TAXATION.
It is the intention of the Controlling Companies that the
benefits payable hereunder shall not be deductible by the Participating
Companies nor taxable for federal income tax purposes to Participants or
Beneficiaries until such benefits are paid by the Participating Companies, or
the Trust, as the case may be, to such Participants or Beneficiaries. When such
benefits are so paid, it is the intention of the Participating Companies that
they shall be deductible by the Participating Companies under Code Section 162.
10.2 NO EMPLOYMENT CONTRACT.
Nothing herein contained is intended to be nor shall be
construed as constituting a contract or other arrangement between a
Participating Company and any Participant to the effect that the Participant
will be employed by the Participating Company for any specific period of time.
10.3 HEADINGS.
The headings of the various articles and sections in the Plan
are solely for convenience and shall not be relied upon in construing any
provisions hereof. Any reference to a section shall refer to a section of the
Plan unless specified otherwise.
10.4 GENDER AND NUMBER.
Use of any gender in the Plan will be deemed to include all
genders when appropriate, and use of the singular number will be deemed to
include the plural when appropriate, and vice versa in each instance.
10.3 ASSIGNMENT OF BENEFITS.
The right of a Participant or his Beneficiary to receive
payments under the Plan may not be anticipated, alienated, sold, assigned,
transferred, pledged, encumbered, attached or garnished by creditors of such
Participant or Beneficiary, except by will or by the laws of descent and
distribution and then only to the extent permitted under the terms of the Plan.
10.4 LEGALLY INCOMPETENT.
The Administrative Committee, in its sole discretion, may
direct that payment be made to an incompetent or disabled person, whether
because of minority or mental or physical disability, to the guardian of such
person or to the person having custody of such person, without
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further liability on the part of a Participating Company for the amount of such
payment to the person on whose account such payment is made.
10.7 GOVERNING LAW.
The Plan shall be construed, administered and governed in all
respects in accordance with applicable federal law (including ERISA) and, to the
extent not preempted by federal law, in accordance with the laws of the State of
Florida. If any provisions of this instrument shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions
hereof shall continue to be fully effective.
IN WITNESS WHEREOF, the Controlling Company has caused the Plan to be
executed by its duly authorized officer on the ____ day of ____________, 1997.
INTERIM SERVICES INC.
By:
--------------------------------
Title:
--------------------------------
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EXHIBIT A
PARTICIPATING COMPANIES
(See Section 1.12)
COMPANY NAMES
EFFECTIVE DATE
EXHIBIT 5.1
BRYAN CAVE LLP
3500 One Kansas City Place
1200 Main Street
Kansas City, Missouri 64102-2100
(816) 374-3200
Facsimile (816) 374-3300
July 23, 1997
Interim Services Inc.
2050 Spectrum Blvd.
Ft. Lauderdale, FL 33309
Ladies and Gentlemen:
We have acted as counsel to Interim Services Inc., a Delaware
corporation (the "Corporation"), in connection with the registration under the
Securities Act of 1933, as amended on Form S-8 (the "Registration Statement") of
$3,500,000 of deferred compensation obligations (the "Deferred Compensation
Obligations") to be paid in accordance with the Corporation's Deferred
Compensation Plan (the "Plan"). As such counsel, we have examined and relied
upon originals or copies, certified or otherwise, identified to our satisfaction
of such corporate records, agreements, documents, instruments and certificates
of officers and representatives of the Corporation and have made such
investigations of law, as we deem necessary or appropriate in order to enable us
to render the opinion expressed below.
Based upon the foregoing, and reliance thereon, we are of the
opinion that the Deferred Compensation Obligations, when issued in accordance
with the provisions of the Plan, will be valid and binding obligations of the
Corporation, enforceable against the Corporation in accordance with their terms,
except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other
similar laws relating to or affecting the rights and remedies of creditors
generally and by general principles of equity, including, without limitation,
concepts of reasonableness, materiality, good faith and fair dealing and the
possible unavailability of specific performance, injunctive relief or other
equitable remedies, regardless of whether enforceability is considered in a
proceeding in equity or at law.
The opinion stated herein, is as of the date hereof, and we
assume no obligation to update or supplement this legal opinion to reflect any
facts or circumstances that may hereafter come to our attention or any changes
in law that may hereafter occur. This legal opinion is limited to the matters
stated herein and no opinion is implied or may be inferred beyond the matters
expressly stated.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Bryan Cave LLP
BRYAN CAVE LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Interim Services Inc. on Form S-8 of our report dated February 5, 1997,
appearing in the Annual Report on Form 10-K of Interim Services Inc. for the
year ended December 27, 1996.
/s/ Deloitte & Touche LLP
Miami, Florida
July 21, 1997
