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EXHIBIT 4.1(a)
INTERIM SERVICES INC.
2000 STOCK INCENTIVE PLAN
1. PURPOSES.
The purposes of this Interim Services Inc. 2000 Stock Incentive Plan
are to provide incentives and rewards to those employees largely responsible for
the success and growth of Interim Services Inc. and its Subsidiary corporations,
and to assist all such entities in attracting and retaining executives and other
key employees with experience and ability; to attract and retain experienced and
qualified directors who are not employees of the Company or any Subsidiary; and
to secure for the Company and its stockholders the benefit of stock ownership in
the Company by those employees and directors.
2. DEFINITIONS.
(a) "Award" means one or more of the following: shares of Common Stock,
Restricted Shares, Stock Options (including Reload Stock Options), Stock
Appreciation Rights, Performance Shares, Performance Units or Target Awards (but
shall not mean a Director Stock Option).
(b) "Board of Directors" means the Board of Directors of the Company.
(c) "Common Stock" means the Common Stock, $0.01 par value, of the
Company.
(d) "Company" means Interim Services Inc., a Delaware corporation.
(e) "Director" means a member of the Board of Directors of the Company
or a member of the Board of Directors of any Subsidiary.
(f) "Director Stock Option" means a Stock Option granted pursuant to
Section 11.
(g) "Incentive Stock Option" means a Stock Option which meets all of
the requirements of an "incentive stock option" as defined in Section 422(b) of
the Internal Revenue Code.
(h) "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended.
(i) "Outside Director" means a Director who is not an employee of the
Company or a Subsidiary.
(j) "Outside Director Recipient" means an Outside Director who has been
granted a Director Stock Option.
(k) "Performance Period" means that period of time specified by the
Committee during which a Recipient must satisfy any designated performance goals
in order to receive an Award.
(l) "Performance Share" means the right to receive, upon satisfying
designated performance goals for a Performance Period, shares of Common Stock.
(m) "Performance Unit" means the right to receive, upon satisfying
designated performance goals within a Performance Period, Performance Shares,
cash, or a combination of cash and Performance Shares, based upon the market
value of shares of Common Stock covered by such Performance Shares at the close
of the Performance Period.
(n) "Plan" means this Interim Services Inc. 2000 Stock Incentive Plan,
as the same may be amended from time to time.
(o) "Recipient" means someone who has been granted an Award under the
Plan and is either (i) an employee of the Company or a Subsidiary, (ii) a
Director, (iii) a person who has agreed in writing to become an employee of the
Company or a Subsidiary within thirty (30) days, or (iv) a consultant or advisor
who has rendered bona fide services to the Company or a Subsidiary not in
connection with the offer or sale of securities in a capital-raising
transaction.
(p) "Reload Stock Option" means an additional Stock Option granted in
connection with the grant of a Stock Option entitling the Recipient to such
additional Stock Option in the event the Recipient exercises such prior Stock
Option by surrendering other shares of Common Stock in accordance with Section
12. Any such Reload Stock Option
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shall be for the number of shares of Common Stock surrendered but may also
include the number of shares tendered or withheld for taxes in accordance with
Section 18, shall become exercisable upon such terms and conditions as the
Committee shall determine, but (i) the purchase price shall not be less than the
market value of the shares of Common Stock on the date of exercise of such prior
Stock Option, and (ii) the term shall not extend beyond the expiration of the
prior Stock Option.
(q) "Restricted Share" means a share of Common Stock issued to a
Recipient hereunder subject to such terms and conditions, including, without
limitation, forfeiture or resale to the Company, and to such restrictions
against sale, transfer or other disposition, as the Committee may determine at
the time of issuance.
(r) "Stock Appreciation Right" means the right to receive, upon
exercise of a Stock Appreciation Right granted under the Plan, shares of Common
Stock, cash, or a combination of cash and shares of Common Stock, based on the
market value of the shares of Common Stock covered by such Stock Appreciation
Right on the date of exercise over the base line exercise value established on
the initial day of a Performance Period for such Stock Appreciation Right.
(s) "Stock Option" means the right to purchase shares of the Company's
Common Stock upon exercise of an option granted under the Plan, including a
Director Stock Option.
(t) "Subsidiary" means a subsidiary of the Company controlled directly
or indirectly by the Company within the meaning of Rule 405 promulgated under
the Securities Act of 1933, as amended, and such subsidiaries divisions,
departments, and subsidiaries and the respective divisions, departments and
subsidiaries of such subsidiaries.
(u) "Target Award" means an Award, other than a Stock Option or Stock
Appreciation Right, the payment under which is intended to qualify as
"performance-based compensation" under Section 162(m) of the Internal Revenue
Code and the regulations thereunder.
(v) "Target Award Performance Period" means the performance period over
which a Target Award is earned.
3. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by a Compensation Committee (the
"Committee") consisting of not less than two (2) Outside Directors of the
Company each of whom qualifies as an "Outside Director" under Treasury
Regulation Section 1.162-27(e)(3) and as a "Non-Employee Director" under Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended. The
members of the Committee shall be appointed by, and serve at the pleasure of,
the Board of Directors. A majority of the Committee members shall constitute a
quorum and the acts of a majority of the members present at any meeting at which
a quorum is present or acts approved in writing by a majority of the Committee,
shall be valid acts of the Committee. All references herein to the Committee
shall be deemed to mean any successor to the Committee, however designated, or
the Board of Directors, if the Board of Directors has not appointed a Committee.
(b) Subject to the powers herein specifically reserved to the Board of
Directors, the Committee shall have full power and authority to determine which
Recipients shall receive Awards, to construe, interpret and administer the Plan
and, subject to the other provisions of the Plan, to make determinations which
shall be final, conclusive and binding upon all persons including, without
limitation, the Company, the stockholders of the Company, the Board of
Directors, the Recipients and any persons having any interest in any Awards
which may be granted under the Plan. The Committee shall impose such additional
conditions upon the grant and exercise of Awards under the Plan as may from time
to time be deemed necessary or advisable, in the opinion of counsel to the
Company, to comply with applicable laws and regulations. The Committee from time
to time may adopt such rules and regulations for the carrying out the Plan and
written policies for implementation of the Plan. Such policies may include, but
need not be limited to, the type, size and terms of Awards to be made to
Recipients and the conditions for payment of such Awards. Notwithstanding the
foregoing, the Board of Directors shall have authority to determine which
Directors shall receive Awards and the terms and conditions of such Awards. In
addition, the Committee may delegate to the Chief Executive Officer of the
Company the authority to grant Awards to Recipients who are not subject to
Section 16(a) of the Securities Act of 1933, as amended.
(c) The payment under any Target Award shall be contingent upon the
attainment of one or more pre-established performance goals established by the
Committee in writing within ninety (90) days of the commencement of the Target
Award Performance Period (or in the case of a newly hired Recipient, before 25%
of such Recipient's service for such Target Award Performance Period has
elapsed). Such performance goals will be based upon one or more of the following
performance-based criteria: earnings per share of the Common Stock, the
Company's return on net assets, equity, or revenues, or the Company's cash flow,
book value, Common Stock performance or price-earnings ratio. The Committee, in
its discretion, may cancel or decrease an earned Target Award, but, except as
otherwise permitted by
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Treasury Regulation Section 1.162-27(e)(2)(iii)(C), may not, under any
circumstances, increase such award. The maximum amount which any Recipient may
be paid under a Target Award is $2,000,000 per calendar year. The Committee may,
in its discretion, decrease this maximum, but, except as otherwise permitted
under Treasury Regulation Section 1.162-27(e)(2)(iii)(C), may not, under any
circumstances, increase this maximum. Before payments are made under a Target
Award, the Committee shall certify in writing that the performance goals
justifying the payment under Target Award have been met.
4. ELIGIBILITY.
Awards may be granted to any Recipient; provided, that Incentive Stock
Options may only be granted to employees of the Company or a Subsidiary in which
the Company owns, directly or indirectly, stock possessing 50% or more of the
total combined voting power of such Subsidiary (or such other level of stock
ownership as may from time to time be set forth in Section 424(c) of the
Internal Revenue Code). No member of the Committee (other than an ex officio
member) shall be eligible for grants of Awards under the Plan by the Committee,
although such member may be eligible for grants of Director Stock Options or for
Awards granted by the Board of Directors.
5. STOCK SUBJECT TO THE PLAN.
(a) The total number of shares of Common Stock issuable under this Plan
may not exceed an aggregate of 2,711,367 shares, subject to adjustment pursuant
to Section 16 pertaining to a change in capital structure, and subject to
increase as provided in Sections 5(d) and 5(e). Shares of Common Stock to be
delivered or purchased under the Plan may be either authorized but unissued
Common Stock or treasury shares. All of such shares may be issued or issuable
under this Plan in connection with the exercise of Incentive Stock Options,
provided that not more than 2,711,367 shares may used to grant Incentive Stock
Options subject to adjustment pursuant to Section 16 pertaining to a change in
capital structure, and subject to increase as provided in Section 5(e).
(b) Not more than 10% of the 2,711,367 shares reserved for issuance
under the Plan (subject to adjustment pursuant to Section 16 pertaining to a
change in capital structure) may be issued in Awards other than Stock Options.
(c) Shares of Common Stock reserved for issuance pursuant to previously
granted Awards or Director Stock Options which are not actually issued pursuant
to such Award or Director Stock Option pursuant to this Plan (due to forfeiture,
cancellation, lapse, surrender, payment of withholding taxes or otherwise) shall
be available for future Awards or Director Stock Options.
(d) Shares of Common Stock reserved for issuance pursuant to previously
granted stock options under any other plan of the Company for the benefit of
employees or Directors which has been approved by the stockholders of the
Company, and which are not actually issued pursuant to such stock option (due to
forfeiture, cancellation, lapse, surrender, payment of withholding taxes or
otherwise) shall be available for future Awards or Director Stock Options.
(e) In the event that (i) a Stock Option (or a stock option granted
under any other stock option plan of the Company for the benefit of employees or
Directors which has been approved by the stockholders of the Company) is
exercised by tendering shares of Common Stock already owned, or (ii) shares of
Common Stock already owned are tendered to satisfy tax withholding requirements,
the shares of Common Stock so tendered shall be added to the total number of
authorized shares hereunder, but such shares so added in respect of a stock
option granted under another plan of the Company shall not be available for
grants of Incentive Stock Options.
(f) The maximum number of shares of Common Stock with respect to which
Stock Options and Stock Appreciation Rights may be granted to any Recipient
during any three (3) calendar years is 1,000,000 shares except that Stock
Options and Stock Appreciation Rights issued to a Recipient in lieu of cash
compensation due to such Recipient shall not count towards the foregoing
limitation.
6. AWARDS.
(a) Awards under the Plan may include shares of Common Stock,
Restricted Shares, Stock Options, Stock Appreciation Rights, Performance Shares,
Performance Units and Target Awards.
(b) The Committee may establish performance goals to be achieved within
such Performance Periods as may be selected by it using such measures of the
performance of the Company it may select as a condition to the receipt of the
Award.
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7. VESTING REQUIREMENTS AND OTHER CONTINGENCIES.
The Committee may determine that all or a portion of an Award or a
payment to a Recipient pursuant to an Award, in any form whatsoever, shall be
vested at such times and upon such terms as may be selected by it, except that
(i) an award of Restricted Shares shall not vest prior to the expiration of
three (3) years from the date of grant and (ii) all other Awards may not vest in
less than one year from the date of grant (unless such Award was granted to a
Recipient in lieu of cash compensation due to such Recipient). However, the
Committee may accelerate the vesting of any Award upon a "Change of Control of
the Company" as such term may be defined in the Award agreement. In addition,
the Committee may require a Recipient to refund to the Company the value of an
Award realized by a Recipient, if the Recipient accepts employment with a
competitor of the Company or a subsidiary of the Company within six (6) months
of such realization. In the case of a Stock Option, a Recipient shall be deemed
to realize its value upon the exercise of the Stock Option and its value shall
be an amount equal to the excess of the market value of the shares of Common
Stock received as of the date of the exercise over the exercise price paid for
such shares. In the case of all other Awards, a Recipient shall be deemed to
realize their value upon the payment (in cash or stock) of the Award and its
value shall be the amount of any cash received plus an amount equal to the
market value of the shares of Common Stock received in connection with the
Award. The market value of shares shall be the closing price for the Common
Stock on the New York Stock Exchange (or on the principal securities exchange or
other market on which the Common Stock is then being traded) on the date of
realization, or if such closing price is not reported on such date, the last
reported closing price.
8. DEFERRED PAYMENT.
The Committee, or in the case of Awards to Outside Directors, the Board
of Directors, may determine that the receipt of all or a portion of an Award or
a payment to a Recipient pursuant to an Award, in any form whatsoever, (i) shall
be deferred, or (ii) at the election of such Recipient, may be deferred.
Deferrals shall be for such periods and upon such terms as the Committee, or in
the case of Awards to Outside Directors, the Board of Directors, may determine.
9. CONTINUATION OF EMPLOYMENT.
With respect to Awards granted to employees, the Committee shall
require that (a) Awards may only be granted to Recipients, and (b) a Recipient
must be an employee of the Company or a Subsidiary (or must have retired with
the approval of the Company or a Subsidiary) at the time an Award becomes
vested. Notwithstanding the foregoing, the Committee shall have the sole power
to determine the date of and the circumstances which shall constitute a
cessation of employment (including whether the spin-off of a Subsidiary
constitutes a cessation of employment of employees who continue in the employ of
Subsidiary subject to such spin-off) and to determine whether such cessation is
the result of retirement, death or any other reason. The Committee may provide
for the termination of any such outstanding Award if a Recipient ceases to be an
employee of the Company or a Subsidiary or a Director and may establish such
other provisions with respect to the termination or disposition of an Award on
the death or retirement of a Recipient as it, in its sole and absolute
discretion, deems advisable.
10. EMPLOYMENT STATUS.
No Award shall be construed as imposing upon the Company or a
Subsidiary the obligation to continue the employment of a Recipient. No employee
or other person shall have any claim or right to be granted an Award under the
Plan.
11. DIRECTOR STOCK OPTIONS.
The Committee may grant to each Outside Director serving on the
Company's Board of Directors a stock option to purchase up to 5,000 shares of
Common Stock for each year of service as an Outside Director (a "Director Stock
Option"). Director Stock Options shall contain such terms as the Committee shall
determine; provided, however, that such Stock Options shall vest on the first
anniversary of the date of grant, shall have a term of ten (10) years and must
be exercised prior to the first anniversary of the Outside Director's
termination of service as a Director.
12. STOCK OPTION PRICE.
The purchase price per share of Common Stock under each Stock Option
shall not be less than the closing price for the Common Stock on the New York
Stock Exchange (or on the principal securities exchange or other market on which
the Common Stock is then being traded) on the date the Stock Option or Incentive
Stock Option is granted or if such closing price is not reported on the date of
grant, the last reported closing price. Payment for exercise of any Stock Option
granted hereunder shall be made (a) in cash, or (b) by delivery of Common Stock
having a market value
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equal to the aggregate option price, (c) by a combination of payment of cash and
delivery of Common Stock in amounts such that the amount of cash plus the market
value of the Common Stock equals the aggregate option price, or (d) by a
cashless exercise upon such terms and conditions as the Committee, in its sole
and absolute discretion, shall determine. The Committee may, in its discretion,
include within any Stock Option agreement, a Reload Stock Option provision.
13. STOCK APPRECIATION RIGHT VALUE.
The base line exercise value per share of Common Stock covered by an
Award in the form of a Stock Appreciation Right shall be not less than the
market value of one share of Common Stock on the initial day of a Performance
Period for such Stock Appreciation Right.
14. REGISTRATION OF STOCK.
Each Award and each Director Stock Option shall be subject to the
requirement that if at any time the Committee (or, in the case of a Director
Stock Option, counsel for the Company) shall determine that qualification or
registration under any state or federal law of the shares of Common Stock,
Restricted Shares, Stock Options, Incentive Stock Options, or other securities
thereby covered or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of or in connection with the granting
of such Award or Stock Option or the purchase of shares thereunder, the Award or
Stock Option may not be paid or exercised in whole or in part unless and until
such qualification, registration, consent or approval shall have been effected
or obtained free of any conditions the Committee, in its sole discretion, deems
unacceptable.
15. ASSIGNABILITY.
No Award or Director Stock Option shall be transferable or assignable
by the Recipient other than by will or the laws of descent and distribution and
during the lifetime of the Recipient shall be exercisable or payable only by him
or her. Notwithstanding the forgoing, the Committee may permit a Recipient of a
Stock Option (other than an Incentive Stock Option) or an Outside Director
Recipient, to transfer such Stock Option to any one or more of the following:
such Recipient's or Outside Director Recipient's family member, a trust
established primarily for the benefit of a family member, or to an entity which
is a corporation, partnership, or limited liability company (or any other
similar entity) the owners of which are primarily the aforementioned persons or
trusts. Any such Stock Option so transferred shall be subject to the provisions
of Section 9 or 11 as the case may be, concerning the exercisability during such
transferor's employment or service as a Director.
16. DILUTION OR OTHER ADJUSTMENTS.
In the event of any changes in the capital structure of the Company,
including but not limited to a change resulting from a stock dividend or
split-up, or combination or reclassification of shares, the Board of Directors
shall make such equitable adjustments with respect to Awards and Director Stock
Options or any other provisions of this Plan as it deems necessary and
appropriate, including, if necessary, any adjustment in the maximum number of
shares of Common Stock subject to the Plan or the number of shares of Common
Stock subject to an outstanding Award or Director Stock Option. In the absence
of any of the foregoing transactions, in no event shall Stock Options be
re-priced to a lower price without approval of the stockholders of the Company
and in no event shall Stock Options be cancelled and reissued at a lower price
if the reissuance occurs within six (6) months of cancellation.
17. MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC.
The Board of Directors may make such arrangements it deems advisable
with respect to outstanding Awards or Director Stock Options in connection with
any corporate merger, consolidation, major acquisition of property for stock,
reorganization, or liquidation, which arrangements shall be binding upon
Recipients of outstanding Awards and all Outside Director Recipients, including,
but not limited to, the substitution of any new Awards or Director Stock Options
then outstanding, the assumption of any such Awards or Director Stock Options
and the termination of or payment for such Awards or Director Stock Options.
18. WITHHOLDING TAXES.
The Company shall have the right to deduct from all Awards paid
hereunder in cash the minimum federal, state, local or foreign taxes required by
law to be withheld with respect to such Awards and, with respect to Awards paid
in other than cash, to require the payment (through withholding from the
Recipient's salary or otherwise) of any such taxes. Subject to such conditions
as the Committee may establish, Awards payable in shares of Common Stock may
provide that the Recipients thereof may elect, in accordance with any applicable
regulations, to tender shares of
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Common Stock to the Company, or have the Company withhold shares of Common
Stock, to satisfy all or part of any such withholding obligations, with the
value of such tendered or withheld shares of Common Stock based upon their fair
market value on the date the tax withholding is required to be made.
19. COSTS AND EXPENSES.
The costs and expenses of administering the Plan shall be borne by the
Company and not charged to any Award nor to any Recipient or Outside Director
Recipient.
20. FUNDING THE PLAN.
The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Award under the Plan.
21. AWARD CONTRACTS AND STOCK OPTION AGREEMENTS.
The Committee shall have the power to specify the form of Award
contracts to be granted from time to time pursuant to and in accordance with the
provisions of the Plan and such contracts shall be final, conclusive and binding
upon the Company, the stockholders of the Company and the Recipients. The Board
of Directors shall have the power to specify the form of Director Stock Option
agreements to be granted from time to time pursuant to and in accordance with
the provisions of the Plan and such agreements shall be final, conclusive and
binding upon the Company, the stockholders of the Company and the Outside
Director Recipients. No Recipient or Outside Director Recipient shall have any
rights as a holder of Common Stock with respect to Awards or Director Stock
Options hereunder unless and until certificates for shares of Common Stock or
Restricted Shares are issued to the Recipient or to the Outside Director
Recipient.
22. GUIDELINES.
The Board of Directors of the Company shall have the power to provide
guidelines for administration of the Plan by the Committee and to make any
changes in such guidelines from time to time as the Board deems necessary.
23. AMENDMENT AND DISCONTINUANCE.
The Board of Directors of the Company shall have the right at any time
during the continuance of the Plan to amend, modify, supplement, suspend or
terminate the Plan, provided that in the absence of the approval of the holders
of a majority of the shares of Common Stock of the Company present in person or
by proxy at a duly constituted meeting of the stockholders of the Company, no
such amendment, modification or supplement shall (i) increase the aggregate
number of shares which may be issued under the Plan, unless such increase is by
reason of any change in capital structure referred to in Section 16 hereof, (ii)
change the termination date of the Plan provided in Section 24, or (iii) delete
or amend the market value restrictions contained in Sections 12 and 13 hereof,
and provided further, that no amendment, modification or termination of the Plan
shall in any manner affect any Award or Director Stock Option of any kind
theretofore granted under the Plan without the consent of the Recipient of the
Award or the Outside Director Recipient, as the case may be, unless such
amendment, modification or termination is by reason of any change in capital
structure referred to in Section 16 hereof or unless the same is by reason of
the matters referred to in Section 17 hereof.
24. TERMINATION.
The Committee may grant Awards and Director Stock Options at any time
prior to May 23, 2010, on which date this Plan will terminate except as to
Awards and Stock Options then outstanding hereunder, which Awards and Director
Stock Options shall remain in effect until they have expired according to their
terms or until May 23, 2020, whichever first occurs. No Stock Option shall be
exercisable later than ten (10) years following the date it is granted and no
other Award shall have a term of more than ten (10) years.
25. APPROVAL.
The 2000 Stock Incentive Plan was adopted by the Board of Directors on
March 28, 2000. The Plan shall take effect upon due approval of the stockholders
of the Company.
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