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AccuStaff Incorporated
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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AccuStaff Incorporated
One Independent Drive
Jacksonville, FL 32202-5060
Date
Dear ______________:
In response to concerns raised by certain of the Company's shareholders
regarding the Company's 1995 Stock Option Plan and the proposal to increase the
number of shares authorized for such plan at the Company's Special Meeting of
Shareholders, the Company's Board of Directors has recently amended the plan (a)
to allow only employees to participate and (b) to require the exercise price of
any option (incentive stock option or non-incentive stock option) to be not less
than 100% of the fair market value of the Company's common stock on the date the
option is granted.
Sincerely,
------------------
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AccuStaff Incorporated
One Independent Drive
Jacksonville, FL 32202-5060
Date
Dear ______________:
This will confirm that AccuStaff's management will recommend to the
Compensation Committee of AccuStaff's Board of Directors to consider the
following amendments to its Amended and Restated 1995 Stock Option Plan
("Plan"):
1. Eliminate the Committee's discretion regarding exchange and
reprice provisions allowed in Section 4.1 of the Plan;
2. Restrict the lapse provision allowed in Section 4.1 of the Plan,
to circumstances such as change of control, disability, death,
and early retirement;
3. Limit the Committee's discretion outside of an initial three-year
period (one-year if the restricted stock reward is performance
based) regarding the lapse of restricted stock as provided in
Section 7.3 of the Plan to circumstances such as change of
control, disability, death, and early retirement; and
4. Eliminate the repricing provision allowed in Section 12.1 of the
Plan.
A recent amendment to the Plan, which restricts the Non-Qualified Stock Option
strike price to no less than Fair Market Value on the date of grant, is also
enclosed for your review.
If you have any questions, please contact me at (904) 360-2575.
Sincerely,
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AccuStaff Incorporated
One Independent Drive
Jacksonville, FL 32202-5060
Date
Dear ______________:
As we discussed yesterday, I am providing you a copy of our stock
option plan amendment which limits the NSO exercise price to 100% of FMV on the
date of grant and also restricts eligible participants to only include
employees. If you have any questions or need anything else, please call me at
(904) 360-_______.
Sincerely,
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THIRD AMENDMENT TO THE ACCUSTAFF INCORPORATED
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
This Third Amendment to the AccuStaff Incorporated Amended and Restated
1995 Stock Option Plan (the "Plan") is made effective as of August 6, 1998.
1. The first sentence of Section 2.2 of the Plan (the "Plan") shall be
amended to read as follows:
"The purpose of the Plan is to advance the interests of the Company,
its Subsidiaries and its shareholders by affording certain employees
(including employees who are also Directors) of the Company and its
Subsidiaries an opportunity to acquire or increase their proprietary
interests in the Company."
2. Article III of the Plan shall be amended to read as follows:
"The class of persons eligible to participate in the Plan shall
consist of all persons whose participation in the plan the Committee
determines to be in the best interests of the Company which shall
include all employees (including employees who are also Directors),
including but not limited to, executive personnel of the Company or
any Subsidiary."
3. Section 6.5 of the plan shall be amended to read as follows:
"The exercise Price of the Stock subject to each Option shall be
determined by the Committee. Subject to the provisions of Section
6.3(b) hereof, the Exercise Price of an Incentive Stock Option shall
not be less than 100% of the Fair Market Value of the Stock as of the
date the Option is granted (or in the case of an Incentive Stock
Option that is subsequently modified, on the date of such
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modification). The Exercise Price of a non Incentive Stock Option
shall not be less than 100% of the Fair Market Value of the Stock on
the date the Option is granted."
All the provisions of the Plan not specifically mentioned in
this Third Amendment shall be considered modified to the extent necessary to be
consistent with the changes made in this Third Amendment.
ACCUSTAFF INCORPORATED
By /s/ Marc M. Mayo
Its: Senior Vice President,
General Counsel & Secretary
