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EXHIBIT 4.1(b)
INTERIM SERVICES INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
The purpose of the Interim Services Inc. 2000 Employee Stock Purchase Plan
(the "Plan") is to provide employees a continued opportunity to purchase stock
of Interim Services through annual offerings to be made during the five-year
period commencing July 1, 2000. 1,135,146 shares of Interim Services stock in
the aggregate have been approved for this purpose. The shares which may be used
under the Plan include treasury shares, authorized but unissued shares, shares
purchased on the open market, or any combination thereof.
1. ADMINISTRATION. The Plan shall be administered by the Committee. The
Committee shall have authority to make rules and regulations for the
administration of the Plan; its interpretations and decisions with regard
thereto shall be final and conclusive. No member of the Committee will be liable
for any action or determination made in good faith. The Committee may delegate
its administrative responsibilities pursuant to this Plan to officers or
employees of Interim Services.
2. ELIGIBILITY. Except as provided below, any employee of Interim Services
or its Subsidiaries shall be eligible to participate in the Plan if he or she
has been employed by the Company or its Subsidiaries for the six months
preceding the offering, during which time he or she has completed at least 500
hours. Notwithstanding, any employee of a company or an entity which is
purchased by or merged into Interim Services or any of its Subsidiaries shall,
with the approval of the Committee, be permitted to participate in the Plan.
Participation shall be in accordance with such rules as may be prescribed by the
Committee from time to time, which rules, however, shall neither permit nor deny
participation in the Plan contrary to the requirements of Section 423 of the
Internal Revenue Code and the regulations promulgated thereunder. No employee
may participate in an offering if such employee, immediately after the
commencement of such offering, owns 5% or more of the total combined voting
power or value of the stock of Interim Services or any Subsidiary. For purposes
of the preceding sentence, the rules of Section 424(d) of the Internal Revenue
Code shall apply in determining the stock ownership of an employee, and stock
that the employee may purchase under outstanding options shall be treated as
stock owned by the employee. No employee whose customary employment is for less
than five (5) months per year or less than twenty (20) hours per week may
participate.
3. OFFERINGS. Interim Services shall make one or more offerings each year
to participating employees to purchase Interim Services stock under the Plan.
Each offering period shall be 3 months in duration with the first offering
period to commence July 1, 2000. During an offering period the amounts received
as Compensation by a participating employee shall constitute the measure of such
employee's participation in the offering as is based on Compensation. The
participation of an eligible employee in one offering does not guarantee
participation in subsequent offerings.
4. PARTICIPATION. The Plan is a discretionary Plan and participation is
voluntary. An employee eligible on the effective date of any offering may
participate in such offering at any time by completing and forwarding a payroll
deduction authorization form, or complying with such other procedures as
determined by the Committee, at least 15 days prior to the beginning of an
offering period. The first payroll deduction or other payment authorized by the
Committee will begin no earlier than 15 days after the date on which the
authorization was received. All participating employees shall have the same
rights and privileges under the Plan except that the amount of stock a
participating employee may purchase shall bear a uniform relationship to
Compensation pursuant to Section 5. Notwithstanding the foregoing, in the event
an active employee who has purchased Interim Services stock under the Plan sells
or transfers one or more shares of such stock within a two-year period of such
purchase, such employee shall not be permitted to participate in either of the
next two successive offerings under the Plan following the date of such sale or
transfer. Any sale or transfer described in the preceding sentence shall not
affect the employee's participation in the Plan for the remainder of the
offering period in which such sale takes place.
5. DEDUCTIONS. Interim Services shall maintain payroll deduction accounts
for all participating employees. Such accounts will be solely for bookkeeping
purposes. No separate fund, trust or other segregation of such amounts will be
established or made. Unless otherwise required by law, no interest will accrue
on amounts held in such accounts under the Plan. With respect to any offering
made under the Plan, a participating employee may authorize a payroll deduction
of either: (a) whole percentages of the Compensation such employee receives
during the offering period (or during such portion thereof in which the employee
may elect to participate); or (b) a fixed amount, as the employee shall
determine; up to a maximum of 15% of Compensation. The Committee may require a
minimum payroll deduction for participation in any offering consistent with the
requirements of Section 423 of the Internal Revenue Code.
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No employee may be granted an option that permits his or her rights to
purchase stock under the Plan, and all other employee stock purchase plans of
Interim Services and its Subsidiaries described in Section 423 of the Internal
Revenue Code, to accrue at a rate that exceeds $25,000 of the Fair Market Value
of such stock (determined at the effective date of the applicable offering) for
each calendar year in which the option is outstanding at any time. In the event
that a participating employee's payroll deductions would otherwise result in the
purchase of stock in excess of the foregoing limitations, the stock purchase
shall cease when the limitations are reached and the excess cash shall be
refunded to such participating employee.
6. DEDUCTION CHANGES. A participating employee may increase or decrease
such employee's payroll deduction by filing a new payroll deduction
authorization form or complying with such other procedures as the Committee may
establish at least 15 days prior to the beginning of an offering period. The
change shall become effective at the beginning of the next offering period after
receipt of the employee's authorization. Notwithstanding the foregoing, a
participating employee may elect to cease payroll deductions at any time during
an offering period, in which case such change shall be effective as of the next
pay period beginning after receipt of the employee's authorization. If a
participating employee ceases his or her payroll deductions, the Committee may,
in its discretion, either declare his or her participation to have terminated
and authorize distribution pursuant to Section 11 or permit the employee to have
his or her cash remain credited under the Plan and apply such cash to the
purchase of stock at the end of the offering period in which such cessation
occurs.
7. PURCHASE OF SHARES. Each employee participating in any offering under
the Plan shall be granted an option, upon the effective date of such offering,
for as many full shares of Interim Services stock as the participating employee
may elect to purchase with up to 15% of the Compensation received during the
specified offering period (or during such portion thereof as the employee may
elect to participate).
The purchase price for each share purchased shall be 85% of the lower of
(i) the Fair Market Value of Interim Services stock at the beginning of the
offering period, or (ii) the Fair Market Value of Interim Services stock at the
end of the offering period. As of the last day of an offering, the account of
each participating employee shall be totaled, and the employee shall be deemed
to have exercised an option to purchase one or more full shares at the
then-applicable price; the participating employee's account shall be charged for
the amount of the purchase; and the ownership of such share or shares shall be
appropriately evidenced on the books of Interim Services or its agent.
8. EMPLOYEE ACCOUNTS AND CERTIFICATES. Upon purchase of one or more full
shares by a participating employee pursuant to Section 7 hereof, Interim
Services or its agent shall establish a book entry account in the name of the
employee to reflect the share(s) purchased at that time. Certificates shall be
issued only on request, on termination of participation in the Plan, or when
necessary to comply with transaction requirements outside the United States. In
the event a participating employee terminates his or her account, any remaining
cash credited to the account will be paid to such employee.
9. REGISTRATION OF SHARES. Shares may be registered only in the name of
the participating employee, or, if such employee so indicates on the employee's
payroll deduction authorization form, in the participating employee's name
jointly with a member of such employee's family, with right of survivorship. A
participating employee who is a resident of a jurisdiction that does not
recognize such a joint tenancy may have shares registered in such employee's
name as tenant in common or as community property with a member of such
employee's family, without right of survivorship.
10. RIGHTS AS A STOCKHOLDER. None of the rights or privileges of a
stockholder of Interim Services shall exist with respect to shares purchased
under the Plan unless and until such shares shall have been appropriately
evidenced on the books of Interim Services or its agent.
11. RIGHTS ON RETIREMENT, DEATH, TERMINATION OF EMPLOYMENT OR TERMINATION
OF PARTICIPATION. In the event of a participating employee's retirement, death,
or termination of employment, such employee shall be ineligible to continue to
participate in the Plan, and the participating employee's option to purchase
Interim Services shares will automatically be cancelled. No payroll deduction
shall be taken from any pay due and owing to the employee after the pay period
during which the employee became ineligible. Upon any such termination of
participation, or in the event a participating employee's participation is
declared terminated under Section 6, certificates representing the shares
credited to the terminating employee's account, and any remaining cash credited
to such account, shall be transferred to such employee, or to his or her
beneficiary if the employee has died.
12. RIGHTS NOT TRANSFERABLE. Rights under the Plan may not be assigned,
transferred, pledged or disposed of in any way by a participating employee other
than by will or the laws of descent and distribution, and are exercisable during
the employee's lifetime only by the employee.
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13. APPLICATION OF FUNDS AND ADMINISTRATIVE FEES. All funds received or
held by Interim Services under the Plan may be used for any corporate purpose.
The Committee may impose reasonable administrative fees on participating
employees to defray the administrative costs of the Plan, which shall in no
event exceed the actual administrative costs of the Plan.
14. ADJUSTMENTS IN CASE OF CHANGES AFFECTING INTERIM SERVICES STOCK. In
the event of any change in the capital structure of Interim Services, 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 shares available for purchase under
the Plan as it deems necessary and appropriate, including, if necessary, any
adjustment in the maximum number of shares approved for the Plan or the number
of shares available for purchase during an offering period. If Interim Services
shall become a party to any corporate transaction including but not limited to a
merger, consolidation, major acquisition of property for stock, reorganization,
or liquidation, the Board or Directors may make such adjustments as it deems
advisable with respect to the Plan, including, but not limited to, an adjustment
to the number of shares approved for the Plan, the number of shares subject to
an option, the option price and any other such adjustments as deemed equitable
and appropriate by the Board of Directors.
15. AMENDMENT OF THE PLAN. The Board of Directors may at any time, or from
time to time, amend the Plan in any respect, except that, without the approval
of the holders of a majority of the shares of stock of Interim Services then
issued and outstanding and entitled to vote, no amendment shall be made (i)
increasing the number of shares approved for the Plan (other than as provided in
Section 14 hereof), (ii) decreasing the purchase price per share, or (iii)
withdrawing the administration of the Plan from a Committee consisting of
persons not eligible to participate in the Plan.
16. TERMINATION OF THE PLAN. The Plan and all rights of employees under
any offering hereunder shall terminate:
a. on the day that participating employees become entitled to purchase
a number of shares equal to or greater than the number of shares
remaining available for purchase. If the number of shares so
purchasable is greater than the shares remaining available, the
available shares shall be allocated by the Committee among such
participating employees in such manner as it deems fair, or
b. at any time, at the discretion of the Board of Directors.
No offering hereunder shall be made which shall extend beyond July 1,
2005.
17. GOVERNMENTAL REGULATIONS. Interim Services' obligation to sell and
deliver Interim Services stock under the Plan is subject to the approval of any
federal, state or other governmental authority required in connection with the
authorization, issuance, or sale of such stock. Notwithstanding any other
provision of the Plan or any agreements entered into pursuant to the Plan,
Interim Services will not be required to issue any shares under the Plan, and a
participant may not sell, assign, transfer or otherwise dispose of shares issued
pursuant to options granted under the Plan, unless (a) there is in effect with
respect to such shares a registration statement under the Securities Act of
1933, as amended (the "Securities Act") and any applicable state or foreign
securities laws or an exemption from such registration under the Securities Act
and applicable state or foreign securities laws, and (b) there has been obtained
any other consent, approval or permit from any other regulatory body that the
Committee, in its sole discretion, deems necessary or advisable. Interim
Services may condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of
any legends on certificates representing shares of Interim Services stock, as
may be deemed necessary or advisable by Interim Services in order to comply with
such securities law or other restrictions.
18. PLAN SHARES PURCHASES. Purchases of outstanding shares may be made
pursuant to and on behalf of the Plan, upon such terms as Interim Services may
approve, for delivery under the Plan.
19. PLAN SUBJECT TO STOCKHOLDER APPROVAL. The Plan is adopted subject to
the approval of the stockholders of Interim Services given within 12 months from
the date of adoption. Notwithstanding anything else contained herein, no shares
of Interim Services stock may be purchased under the Plan prior to such
stockholder approval.
20. NON-U.S. EMPLOYEES. Notwithstanding anything in the Plan to the
contrary, with respect to any Subsidiary that employs employees who reside
outside of the United States, the Committee may in its sole discretion amend the
terms of the Plan in order to conform such terms with the requirements of local
law or to meet the objectives of the Plan. The Committee may, where appropriate,
establish one or more sub-plans for this purpose.
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21. NO RIGHT TO EMPLOYMENT. Nothing in the Plan will interfere with or
limit in any way the right of Interim Services or any Subsidiary to terminate
the employment of any eligible employee at any time, nor confer upon any
eligible employee any right to continue in the employ of Interim Services or any
Subsidiary.
22. TAX WITHHOLDING. Notwithstanding any provision of this Plan to the
contrary, the Committee in its sole discretion may establish such methods or
procedures as it deems appropriate in order to withhold any taxes or other
amounts as may be required under any applicable federal, state, non-U.S. or
local laws.
23. OTHER BENEFIT AND COMPENSATION PROGRAMS. Unless otherwise specifically
determined by the Committee, shares received under the Plan will not be deemed a
part of an eligible employee's regular, recurring Compensation for purposes of
calculating payments or benefits from any company benefit plan or severance
program. Further, Interim Services may adopt other Compensation programs, plans
or arrangements as it deems appropriate.
24. SUCCESSORS AND ASSIGNS. The Plan will be binding upon and inure the
benefit of the successors and permitted assigns of Interim Services and the
eligible employees.
25. GOVERNING LAW. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by an construed exclusively in accordance
with the laws of the State of Delaware, notwithstanding the conflicts of laws
principles of any jurisdictions.
26. DEFINITIONS.
"Board of Directors" means the Board of Directors of Interim Services.
"Committee" means the Committee administering the Plan, consisting of at
least three members appointed by the Board of Directors either from
members of senior management, from the Board of Directors, or a
combination thereof.
"Compensation" means all Compensation, except bonuses.
"Interim Services" means Interim Services Inc., a Delaware corporation.
"Interim Services stock" means the common stock, par value $.01 per share,
of Interim Services.
"Internal Revenue Code" means the U.S. Internal Revenue Code of 1986, as
amended.
"Fair Market Value" means the closing price of Interim Services stock on
the New York Stock Exchange on a given day or, if no sales of Interim
Services stock were made on that day, the closing price of Interim
Services stock on the next preceding day on which sales were made on the
New York Stock Exchange; provided, however, that the Committee may, in its
discretion, establish such other measure of Fair Market Value as it deems
appropriate.
"Plan" means this Interim Services Inc. 2000 Employee Stock Purchase Plan.
"Subsidiary" means a Subsidiary of Interim Services within the meaning of
Section 424(f) of the Internal Revenue Code and the regulations
promulgated thereunder.
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