<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998
REGISTRATION NO. 33-97134
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------
ROMAC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3264661
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
120 WEST HYDE PARK PLACE, SUITE 150
TAMPA, FLORIDA 33606
(Address of principal executive offices) (Zip code)
ROMAC INTERNATIONAL, INC. STOCK INCENTIVE PLAN(1)
(Full title of the plan)
-------------------
THOMAS M. CALCATERRA
CHIEF FINANCIAL OFFICER AND SECRETARY
ROMAC INTERNATIONAL, INC.
120 WEST HYDE PARK PLACE, SUITE 150
TAMPA, FLORIDA 33606
(Name and address of agent for service)
(813) 251-1700
(Telephone number, including area code, of agent for service)
Copies of all communications to:
MICHAEL L. JAMIESON, ESQ.
HOLLAND & KNIGHT LLP
400 NORTH ASHLEY DRIVE
SUITE 2300
TAMPA, FLORIDA 33602
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |X|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- - ---------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered Registered unit(2) price(2) registration fee
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value
$0.01 per share............. 5,930,000 shares $25.375 $150,473,750 $44,390.00
- - ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Romac International, Inc. Stock Incentive Plan is a continuation,
in the form of an amendment and restatement, of an existing plan
previously known as the Romac International, Inc. Incentive Stock
Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
The fee for the additional 5,930,000 shares registered hereby is
calculated upon the basis of the average between the high and low sales
price for shares of common stock of the registrant as reported on The
Nasdaq Stock Market's National Market on April 15, 1998.
=============================================================================
<PAGE> 2
INTRODUCTION
On September 20, 1995, Romac International, Inc. (the "Registrant")
filed Registration Statement No. 33-97134 on Form S-8 (the "Registration
Statement"), which registered 3,070,000 shares of the common stock, par value
$.01, of the Registrant for issuance under the Romac International, Inc. Amended
and Restated Incentive Stock Option Plan (the "Plan"). As part of an amendment
and restatement of the Plan in October, 1996, the Registrant changed the name of
the Plan to the Romac International, Inc. Stock Incentive Plan. By this
Post-Effective Amendment No. 1, the Registrant increases the number of shares
registered under the Plan to 9,000,000. In addition, the Registrant files the
amendment and restatement of the Plan as an exhibit to the Registration
Statement.
1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Registrant,
Romac International, Inc., a Florida corporation (the "Registrant"), pursuant to
the Exchange Act, Commission File No. 0-20658, are incorporated by reference in
this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997.
(b) (i) Current Report on Form 8-K, filed February 2, 1998.
(ii) Current Report on Form 8-K/A, filed February 19, 1998.
(iii) The description of the Common Stock, par value $.01
per share, of the Registrant (the "Common Stock")
contained in the Registrant's Registration Statement
on Form S-4, filed March 19, 1998, and as amended by
amendment filed March 26, 1998.
(c) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment that indicates
that all securities offered hereby have been sold or that
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Florida corporation. The Florida Business
Corporation Act, as amended (the "Florida Act"), provides that, in general, a
business corporation may indemnify any person who is or was a party to any
proceeding (other than an action by, or in the right of, the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
against liability incurred in connection with such proceeding, including any
appeal thereof, provided certain standards are met, including that such officer
or director 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 provided, further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his conduct was unlawful. In the case of
proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to any such proceeding by reason of the fact that he is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof, provided that such person acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, except that no indemnification shall
be made in
2
<PAGE> 4
respect of any claim as to which such person is adjudged liable unless a court
of competent jurisdiction determines upon application that such person is fairly
and reasonably entitled to indemnity. To the extent that any officers or
directors are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director or officer had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. Article V of the
Registrant's Bylaws provides that the Registrant shall indemnify any director,
officer, employee or agent or any former director, officer, employee or agent.
The Registrant has purchased insurance with respect to, among other
things, any liabilities that may arise under the statutory provisions referred
to above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, filed April
28, 1995, and as amended by amendments filed May 12, 1995,
June 26, 1995, and July 19, 1995 (Commission File No.
33-91738)).
4.2 Amended and Restated By-Laws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, filed April 28, 1995, and as amended by
amendments filed May 12, 1995, June 26, 1995, and July 19,
1995 (Commission File No. 33-91738)).
4.3 Form of Stock Certificate for the Common Stock of the
Registrant (incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-1, filed April
28, 1995, and as amended by amendments filed May 12, 1995,
June 26, 1995, and July 19, 1995 (Commission File No.
33-91738)).
4.4 Romac International, Inc. Stock Incentive Plan.
5.1 Opinion of Holland & Knight LLP re legality of the Common
Stock.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (included on signature page).
3
<PAGE> 5
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 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.
(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 herein, 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 (see Item 6) or
otherwise, the registrant has been advised that in the opinion of the 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.
4
<PAGE> 6
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
of the requirements for filing on Form S-8 and has duly caused this Post
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Tampa,
State of Florida, on April 20, 1998.
ROMAC INTERNATIONAL, INC.
By: /s/ David L. Dunkel
---------------------------------
David L. Dunkel
Chief Executive Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David L. Dunkel, Thomas M.
Calcaterra, James D. Swartz, and Peter Dominici, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any and all amendments to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ David L. Dunkel Chief Executive Officer and Director April 20, 1998
- - --------------------------------------- (principal executive officer)
David L. Dunkel
/s/ James D. Swartz President, Chief Operating Officer and April 20, 1998
- - --------------------------------------- Director
James D. Swartz
/s/ Thomas M. Calcaterra Chief Financial Officer and Secretary April 20, 1998
- - --------------------------------------- (principal financial officer and
Thomas M. Calcaterra principal accounting officer)
/s/ John N. Allred
- - --------------------------------------- Director April 20, 1998
John N. Allred
/s/ William R. Carey, Jr.
- - --------------------------------------- Director April 20, 1998
William R. Carey, Jr.
/s/ Richard M. Cocchiaro
- - --------------------------------------- Director April 20, 1998
Richard M. Cocchiaro
/s/ Wayne D. Emigh
- - --------------------------------------- Director April 20, 1998
Wayne D. Emigh
/s/ Todd W. Mansfield
- - --------------------------------------- Director April 20, 1998
Todd W. Mansfield
/s/ Howard W. Sutter
- - --------------------------------------- Director April 20, 1998
Howard W. Sutter
/s/ Gordon Tunstall
- - --------------------------------------- Director April 20, 1998
Gordon Tunstall
/s/ Karl A. Vogeler
- - --------------------------------------- Director April 20, 1998
Karl A. Vogeler
</TABLE>
5
<PAGE> 7
INDEX TO EXHIBITS
4.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, filed April
28, 1995, and as amended by amendments filed May 12, 1995,
June 26, 1995, and July 19, 1995.
4.2 Amended and Restated By-Laws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, filed April 28, 1995, and as amended by
amendments filed May 12, 1995, June 26, 1995, and July 19,
1995.
4.3 Form of Stock Certificate for the Common Stock of the
Registrant (incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-1, filed April
28, 1995, and as amended by amendments filed May 12, 1995,
June 26, 1995, and July 19, 1995.
4.4 Romac International, Inc. Stock Incentive Plan.
5.1 Opinion of Holland & Knight LLP re legality of the Common
Stock.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (included on signature page).
<PAGE> 1
ROMAC INTERNATIONAL, INC.
STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of this Stock Incentive Plan (the "Plan") is to
further the interests of Romac International, Inc., a Florida corporation (the
"Company"), its subsidiaries and its shareholders by providing incentives in the
form of grants of stock options, stock appreciation rights and restricted stock
to key employees and other persons who contribute materially to the success and
profitability of the Company. The grants will recognize and reward outstanding
individual performances and contributions and will give such persons a
proprietary interest in the Company, thus enhancing their personal interest in
the Company's continued success and progress. This program will also assist the
Company and its subsidiaries in attracting and retaining key persons. This Plan
is a continuation, in the form of an amendment and restatement, of an existing
plan previously known as the Romac International, Inc. Incentive Stock Option
Plan.
2. DEFINITIONS. The following definitions shall apply to this Plan:
(A) "AWARD" means, individually or collectively, a grant under
the Plan of a Nonqualified Stock Option, an Incentive Stock Option, a Stock
Appreciation Right, or Restricted Stock.
(B) "BOARD" means the board of directors of the Company.
(C) "CHANGE OF CONTROL" occurs when (i) any person, including
a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, becomes the beneficial owner of forty percent or more of the total
number of shares entitled to vote in the election of directors of the Board,
(ii) the Company is merged into any other company or substantially all of its
assets are acquired by any other company, or (iii) three or more directors
nominated by the Board to serve as a director, each having agreed to serve in
such capacity, fail to be elected in a contested election of directors.
(D) "CODE" means the Internal Revenue Code of 1986, as
amended.
(E) "COMMITTEE" means the Stock Incentive Committee appointed
by the Board.
(F) "COMMON STOCK" means the Common Stock, par value $.01 per
share of the Company, or such other class of shares or securities as to which
the Plan may be applicable pursuant to Section 10 herein.
(G) "COMPANY" means Romac International, Inc.
(H) "DATE OF GRANT" means the date on which the Option,
Restricted Stock or SAR, whichever is applicable, is granted.
(I) "ELIGIBLE PERSON" means any person who performs or has in
the past performed services for the Company or any direct or indirect partially
or wholly owned subsidiary thereof, whether as a director, officer, employee,
consultant or other independent contractor, and any person who performs services
relating to the Company in his or her capacity as an employee or independent
contractor of a corporation or other entity that provides services for the
Company.
(J) "EMPLOYEE" means any person employed on an hourly or
salaried basis by the Company or any parent or Subsidiary of the Company that
now exists or hereafter is organized or acquired by or acquires the Company.
(K) "FAIR MARKET VALUE" means the fair market value of the
Common Stock. If the Common Stock is not publicly traded on the date as of which
fair market value is being determined, the Board shall determine the fair market
value of the Shares, using such factors as the Board considers relevant, such as
the price at which recent sales
<PAGE> 2
have been made, the book value of the Common Stock, and the Company's current
and projected earnings. If the Common Stock is publicly traded on the date as of
which fair market value is being determined, the fair market value is the mean
between the high and low sales prices of the Common Stock as reported by The
NASDAQ Stock Market on that date or, if the Common Stock is listed on a stock
exchange, the mean between the high and low sales prices of the stock on that
date, as reported in The Wall Street Journal. If trading in the stock or a price
quotation does not occur on the date as of which fair market value is being
determined, the next preceding date on which the stock was traded or a price was
quoted will determine the fair market value.
(L) "INCENTIVE STOCK OPTION" means a stock option granted
pursuant to either this Plan or any other plan of the Company that satisfies the
requirements of Section 422 of the Code and that entitles the Recipient to
purchase stock of the Company or in a corporation that at the time of grant of
the option was a parent or subsidiary of the Company or a predecessor
corporation of any such corporation.
(M) "NONQUALIFIED STOCK OPTION" means a stock option granted
pursuant to the Plan that is not an Incentive Stock Option and that entitles the
Recipient to purchase stock of the Company or in a corporation that at the time
of grant of the option was a parent or subsidiary of the Company or a
predecessor corporation of any such corporation.
(N) "OPTION" means an Incentive Stock Option or a Nonqualified
Stock Option granted pursuant to the Plan.
(O) "OPTION AGREEMENT" means a written agreement entered into
between the Company and a Recipient which sets out the terms and restrictions of
an Option Award granted to the Recipient.
(P) "OPTION SHAREHOLDER" shall mean an Employee who has
exercised his or her Option.
(Q) "OPTION SHARES" means Shares issued upon exercise of an
Option.
(R) "PERIOD OF RESTRICTION" means the period beginning on the
Date of Grant of a Restricted Stock Award and ending on the date on which the
Restricted Stock Shares subject to such Award are released from all restrictions
imposed upon such Shares.
(S) "PLAN" means this Romac International, Inc. Stock
Incentive Plan.
(T) "RECIPIENT" means an individual who receives an Award.
(U) "RESTRICTED STOCK" means an Award granted to a Recipient
pursuant to Section 8 hereof.
(V) "RESTRICTED STOCK AGREEMENT" means a written agreement
entered into between the Company and a Recipient which sets out the terms and
restrictions of a Restricted Stock Award granted to the Recipient.
(W) "SAR AGREEMENT" means a written agreement entered into
between the Company and a Recipient which sets out the terms and restrictions of
a SAR Award granted to the Recipient.
(X) "SHARE" means a share of the Common Stock, as
adjusted in accordance with Section 10 of the Plan.
(Y) "STOCK APPRECIATION RIGHT" OR "SAR" means an Award,
designated as a SAR, granted to a Recipient pursuant to Section 7 hereof.
(Z) "SUBSIDIARY" means any corporation 50 percent or more of
the voting securities of which are owned directly or indirectly by the Company
at any time during the existence of this Plan.
<PAGE> 3
3. ADMINISTRATION. This Plan will be administered by the Committee. The
Committee has the exclusive power to select the Recipients of Awards pursuant to
this Plan, to establish the terms of the Awards granted to each Recipient, and
to make all other determinations necessary or advisable under the Plan. The
Committee has the sole and absolute discretion to determine whether the
performance of an Eligible Person warrants an Award under this Plan, and to
determine the size and type of the Award. The Committee has full and exclusive
power to construe and interpret this Plan, to prescribe, amend, and rescind
rules and regulations relating to this Plan, and to take all actions necessary
or advisable for the Plan's administration. The Committee, in the exercise of
its powers, may correct any defect or supply any omission, or reconcile any
inconsistency in the Plan, or in any Agreement, in the manner and to the extent
it shall deem necessary or expedient to make the Plan fully effective. In
exercising this power, the Committee may retain counsel at the expense of the
Company. The Committee shall also have the power to determine the duration and
purposes of leaves of absence which may be granted to a Recipient without
constituting a termination of the Recipient's employment for purposes of the
Plan. Any determinations made by the Committee will be final and binding on all
persons. A member of the Committee will not be liable for performing any act or
making any determination in good faith.
4. SHARES SUBJECT TO PLAN. Subject to the provisions of Section 10 of
the Plan, the maximum aggregate number of Shares that may be subject to Awards
under the Plan shall be 9,000,000. If an Award should expire or become
unexercisable for any reason without having been exercised, the unpurchased
Shares that were subject to such Award shall, unless the Plan has then
terminated, be available for other Awards under the Plan.
5. ELIGIBILITY. Any Eligible Person that the Committee in its sole
discretion designates is eligible to receive an Award under this Plan. The
Committee's grant of an Award to a Recipient in any year does not require the
Committee to grant an Award such Recipient in any other year. Furthermore, the
Committee may grant different Awards to different Recipients and has full
discretion to choose whether to grant Awards to any Eligible Person. The
Committee may consider such factors as it deems pertinent in selecting
Recipients and in determining the types and sizes of their Awards, including,
without limitation, (i) the financial condition of the Company or its
Subsidiaries; (ii) expected profits for the current or future years; (iii) the
contributions of a prospective Recipient to the profitability and success of the
Company or its Subsidiaries; and (iv) the adequacy of the prospective
Recipient's other compensation. Recipients may include persons to whom stock,
stock options, stock appreciation rights, or other benefits previously were
granted under this or another plan of the Company or any Subsidiary, whether or
not the previously granted benefits have been fully exercised or vested. A
Recipient's right, if any, to continue to serve the Company and its Subsidiaries
as an officer, Employee, or otherwise will not be enlarged or otherwise affected
by his designation as a Recipient under this Plan, and such designation will not
in any way restrict the right of the Company or any Subsidiary, as the case may
be, to terminate at any time the employment or affiliation of any participant.
6. OPTIONS. Each Option granted to a Recipient under the Plan shall
contain such provisions as the Committee at the Date of Grant shall deem
appropriate. Each Option granted to a Recipient will satisfy the following
requirements:
(A) WRITTEN AGREEMENT. Each Option granted to a Recipient will be
evidenced by an Option Agreement. The terms of the Option Agreement need not be
identical for different Recipients. The Option Agreement shall include a
description of the substance of each of the requirements in this Section 6 with
respect to that particular Option.
(B) NUMBER OF SHARES. Each Option Agreement shall specify the
number of Shares that may be purchased by exercise of the Option.
(C) EXERCISE PRICE. Except as provided in Section 6(l), the
exercise price of each Share subject to an Incentive Stock Option shall equal
the exercise price designated by the Committee on the Date of Grant, but shall
not be less than the Fair Market Value of the Share on the Incentive Stock
Option's Date of Grant. The exercise price of each Share subject to a
Nonqualified Stock Option shall equal the exercise price designated by the
Committee on the Date of Grant.
(D) DURATION OF OPTION. Except as provided in Section 6(l), an
Incentive Stock Option granted
<PAGE> 4
to an Employee shall expire on the tenth anniversary of its Date of Grant or,
at such earlier date as is set by the Committee in establishing the terms of the
Incentive Stock Option at grant. Except as provided in Section 6(l), a
Nonqualified Stock Option granted to an Employee shall expire on the tenth
anniversary of its Date of Grant or, at such earlier or later date as is set by
the Committee in establishing the terms of the Nonqualified Stock Option at
grant. If the Recipient's employment with the Company terminates before the
expiration date of an Option granted to the Recipient, the Option shall expire
on the earlier of the date stated in this subsection or the date stated in
following subsections of this Section. Furthermore, expiration of an Option may
be accelerated under subsection (j) below.
(E) VESTING OF OPTION. Each Option Agreement shall specify the
vesting schedule applicable to the Option. The Committee, in its sole and
absolute discretion, may accelerate the vesting of any Option at any time.
(F) DEATH. In the case of the death of a Recipient, an Incentive
Stock Option granted to the Recipient shall expire on the one-year anniversary
of the Recipient's death, or if earlier, the date specified in subsection (d)
above. During the one-year period following the Recipient's death, the Incentive
Stock Option may be exercised to the extent it could have been exercised at the
time the Recipient died, subject to any adjustment under Section 10 herein. In
the case of the death of a Recipient, a Nonqualified Stock Option granted to the
Recipient shall expire on the one-year anniversary of the Recipient's death, or
if earlier, the date specified in subsection (d) above, unless the Committee
sets an earlier or later expiration date in establishing the terms of the
Nonqualified Stock Option at grant or a later expiration date subsequent to the
Date of Grant but prior to the one-year anniversary of the Recipient's death.
During the period beginning on the date of the Recipient's death and ending on
the date the Nonqualified Stock Option expires, the Nonqualified Stock Option
may be exercised to the extent it could have been exercised at the time the
Recipient died, subject to any adjustment under Section 10 herein.
(G) DISABILITY. In the case of the total and permanent disability
of a Recipient and a resulting termination of employment or affiliation with
the Company, an Incentive Stock Option granted to the Recipient shall expire on
the one-year anniversary of the Recipient's last day of employment, or, if
earlier, the date specified in subsection (d) above. During the one-year period
following the Recipient's termination of employment or affiliation by reason of
disability, the Incentive Stock Option may be exercised as to the number of
Shares for which it could have been exercised at the time the Recipient became
disabled, subject to any adjustments under Section 10 herein. In the case of the
total and permanent disability of a Recipient and a resulting termination of
employment or affiliation with the Company, a Nonqualified Stock Option granted
to the Recipient shall expire on the one-year anniversary of the Recipient's
last day of employment, or, if earlier, the date specified in subsection (d)
above, unless the Committee sets an earlier or later expiration date in
establishing the terms of the Nonqualified Stock Option at grant or a later
expiration date subsequent to the Date of Grant but prior to the one-year
anniversary of the Recipient's last day of employment or affiliation with the
Company. During the period beginning on the date of the Recipient's termination
of employment or affiliation by reason of disability and ending on the date the
Nonqualified Stock Option expires, the Nonqualified Stock Option may be
exercised as to the number of Shares for which it could have been exercised at
the time the Recipient became disabled, subject to any adjustments under Section
10 herein.
(H) RETIREMENT. If the Recipient's employment with the Company
terminates by reason of normal retirement under the Company's normal retirement
policies, an Incentive Stock Option granted to the Recipient will expire 90 days
after the last day of employment, or, if earlier, on the date specified in
subsection (d) above. During the 90-day period following the Recipient's normal
retirement, the Incentive Stock Option may be exercised as to the number of
Shares for which it could have been exercised on the retirement date, subject to
any adjustment under Section 10 herein. If the Recipient's employment with the
Company terminates by reason of normal retirement under the Company's normal
retirement policies, a Nonqualified Stock Option granted to the Recipient will
expire 90 days after the last day of employment, or, if earlier, on the date
specified in subsection (d) above, unless the Committee sets an earlier or later
expiration date in establishing the terms of the Nonqualified Stock Option at
grant or a later expiration date subsequent to the Date of Grant but prior to
the end of the 90-day period following the Recipient's normal retirement. During
the period beginning on the date of the Recipient's normal retirement and ending
on the date the Nonqualified Stock Option expires, the Nonqualified Stock Option
may be exercised as to the number of Shares for which it could have been
exercised on the retirement date, subject to any adjustment under Section 10
herein.
<PAGE> 5
(I) TERMINATION OF SERVICE. If the Recipient ceases employment
or affiliation with the Company for any reason other than death, disability, or
retirement (as described above), an Option granted to the Recipient shall lapse
immediately following the last day that the Recipient is employed by or
affiliated with the Company. However, the Committee may, in its sole discretion,
either at grant of the Option or at the time the Recipient terminates
employment, delay the expiration date of the Option to a date after termination
of employment; provided, however, that the expiration date of an Incentive Stock
Option may not be delayed more than 90 days following the termination of the
Recipient's employment or affiliation with the Company. During any such delay of
the expiration date, the Option may be exercised only for the number of Shares
for which it could have been exercised on such termination date, subject to any
adjustment under Section 10 herein. Notwithstanding any provisions set forth
herein or in the Plan, if the Recipient shall (i) commit any act of malfeasance
or wrongdoing affecting the Company or any parent or subsidiary, (ii) breach any
covenant not to compete or employment agreement with the Company or any parent
or Subsidiary, or (iii) engage in conduct that would warrant the Recipient's
discharge for cause, any unexercised part of the Option shall lapse immediately
upon the earlier of the occurrence of such event or the last day the Recipient
is employed by the Company.
(J) CHANGE OF CONTROL. If a Change of Control occurs, the Board may
vote to immediately terminate all Options outstanding under the Plan as of the
date of the Change of Control or may vote to accelerate the expiration of the
Options to the tenth day after the effective date of the Change of Control. If
the Board votes to immediately terminate the Options, it shall make a cash
payment to the Recipient equal to the difference between the Exercise Price and
the Fair Market Value of the Shares that would have been subject to the
terminated Option on the date of the Change of Control.
(K) CONDITIONS REQUIRED FOR EXERCISE. Options granted to Recipients
under the Plan shall be exercisable only to the extent they are vested according
to the terms of the Option Agreement. Furthermore, Options granted to Employees
under the Plan shall be exercisable only if the issuance of Shares pursuant to
the exercise would be in compliance with applicable securities laws, as
contemplated by Section 9 of the Plan. Each Agreement shall specify any
additional conditions required for the exercise of the Option.
(L) TEN PERCENT SHAREHOLDERS. An Incentive Stock Option granted to
an individual who, on the Date of Grant, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of either the
Company or any parent or Subsidiary, shall be granted at an exercise price of
110 percent of Fair Market Value on the Date of Grant and shall be exercisable
only during the five-year period immediately following the Date of Grant. In
calculating stock ownership of any person, the attribution rules of Code Section
424(d) will apply. Furthermore, in calculating stock ownership, any stock that
the individual may purchase under outstanding options will not be considered.
(M) MAXIMUM OPTION GRANTS. The aggregate Fair Market Value,
determined on the Date of Grant, of stock in the Company with respect to which
any Incentive Stock Options under the Plan and all other plans of the Company or
its Subsidiaries (within the meaning of Section 422(b) of the Code) may become
exercisable by any individual for the first time in any calendar year shall not
exceed $100,000.
(N) METHOD OF EXERCISE. An Option granted under this Plan shall be
deemed exercised when the person entitled to exercise the Option (i) delivers
written notice to the President of the Company (or his delegate, in his absence)
of the decision to exercise, (ii) concurrently tenders to the Company full
payment for the Shares to be purchased pursuant to the exercise, and (iii)
complies with such other reasonable requirements as the Committee establishes
pursuant to Section 9 of the Plan. Payment for Shares with respect to which an
Option is exercised may be made in cash, or by certified check or wholly or
partially in the form of Common Stock having a Fair Market Value equal to the
exercise price. No person will have the rights of a shareholder with respect to
Shares subject to an Option granted under this Plan until a certificate or
certificates for the Shares have been delivered to him. An Option granted under
this Plan may not be exercised in increments of less than 1,000 Shares, or, if
less, 100 percent of the full number of Shares as to which it can be exercised.
A partial exercise of an Option will not affect the holder's right to exercise
the Option from time to time in accordance with this Plan as to the remaining
Shares subject to the Option.
(O) LOAN FROM COMPANY TO EXERCISE OPTION. The Committee may, in its
discretion and subject to the requirements of applicable law, recommend to the
Company that it lend the Recipient the funds needed by the
<PAGE> 6
Recipient to exercise an Option. The Recipient shall make application to the
Company for the loan, completing the forms and providing the information
required by the Company. The loan shall be secured by such collateral as the
Company may require, subject to its underwriting requirements and the
requirements of applicable law. The Recipient shall execute a Promissory Note
and any other documents deemed necessary by the Committee.
(P) DESIGNATION OF BENEFICIARY. Each Recipient shall designate, in
the Option Agreement he executes, a beneficiary to receive Options awarded
hereunder in the event of his death prior to full exercise of such Options;
provided, that if no such beneficiary is designated or if the beneficiary so
designated does not survive the Recipient, the estate of such Recipient shall be
deemed to be his beneficiary. Recipients may, by written notice to the
Committee, change the beneficiary designated in any outstanding Option
Agreements.
(Q) NONTRANSFERABILITY OF OPTION. An Option granted under this Plan
is not transferable except by will or the laws of descent and distribution.
During the lifetime of the Recipient, all rights of the Option are exercisable
only by the Recipient.
7. STOCK APPRECIATION RIGHTS. Subject to the provisions of the Plan,
the Committee may award SARs in tandem with an Option (at or after the grant of
the Option), or alone and unrelated to an Option. Each SAR granted to an
Employee under the Plan shall contain such provisions as the Committee at the
Date of Grant shall deem appropriate. Each SAR granted to an Employee will
satisfy the following requirements:
(A) WRITTEN AGREEMENT. Each SAR granted to an Employee will be
evidenced by a SAR Agreement. The terms of the SAR Agreement need not be
identical for different Recipients. The SAR Agreement shall include a
description of the substance of each of the requirements in this Section with
respect to that particular SAR.
(B) NUMBER OF SARS. Each SAR Agreement shall specify the number of
SARs granted to the Recipient.
(C) EXERCISE PRICE. The exercise price of the SAR shall equal the
exercise price designated by the Committee on the Date of Grant. A SAR granted
alone and unrelated to an Option may be granted at such exercise price as the
Committee may determine in its sole and absolute discretion. A SAR granted in
tandem with an Option shall have an exercise price not less than the exercise
price of the Option.
(D) DURATION OF OPTION. Each SAR granted to a Recipient shall
expire on the tenth anniversary of its Date of Grant or, at such earlier or
later date as is set by the Committee in establishing the terms of the SAR at
grant. If the Recipient's employment with the Company terminates before the
expiration date of a SAR, the SARs owned by the Recipient shall expire on the
earlier of the date stated in this subsection (d) or the date stated in
following subsections of this Section 7. Furthermore, expiration of a SAR may be
accelerated under subsection (j) below.
(E) VESTING OF SAR. Each SAR Agreement shall specify the vesting
schedule applicable to the SAR. The Committee, in its sole and absolute
discretion, may accelerate the vesting of any SAR at any time.
(F) DEATH. In the case of the death of a Recipient, the SAR shall
expire on the one-year anniversary of the Recipient's death, or if earlier, the
date specified in subsection (d) above, unless the Committee sets an earlier or
later expiration date in establishing the terms of the SAR at grant or a later
expiration date subsequent to the Date of Grant but prior to the one-year
anniversary of the Recipient's death. During the period beginning on the date of
the Recipient's death and ending on the date the SAR expires, the SAR may be
exercised to the extent it could have been exercised at the time the Recipient
died, subject to any adjustment under Section 10 herein.
(G) DISABILITY. In the case of the total and permanent disability
of a Recipient and a resulting termination of employment with the Company, the
SAR shall expire on the one-year anniversary date of the Recipient's last day of
employment, or, if earlier, the date specified in subsection (d) above, unless
the Committee sets an earlier or later expiration date in establishing the terms
of the SAR at grant or a later expiration date subsequent to the Date of Grant
but prior to the one-year anniversary of the Recipient's last day of employment
or affiliation with the Company. During
<PAGE> 7
the period beginning on the date of the Recipient's termination of employment or
affiliation by reason of disability and ending on the date the SAR expires, the
SAR may be exercised as to the number of Shares for which it could have been
exercised at the time the Recipient became disabled, subject to any adjustments
under Section 10 herein.
(H) RETIREMENT. If the Recipient's employment terminates by reason
of normal retirement under the Company's normal retirement policies, the SAR
will expire 90 days after the last day of employment, or, if earlier, on the
date specified in subsection (d) above, unless the Committee sets an earlier or
later expiration date in establishing the terms of the SAR at grant or a later
expiration date subsequent to the Date of Grant but prior to the end of the
90-day period following the Recipient's normal retirement. During the period
beginning on the date of the Recipient's normal retirement and ending on the
date the SAR expires, the SAR may be exercised as to the number of Shares for
which it could have been exercised on the retirement date, subject to any
adjustment under Section 10 herein.
(I) TERMINATION OF SERVICE. If the Recipient ceases employment for
any reason other than death, disability, or retirement (as described above), all
SARs held by the Recipient shall lapse immediately following the last day that
the Recipient is employed by the Company. However, the Committee may, in its
sole discretion, either at grant of the SAR or at the time the Recipient
terminates employment, delay the expiration date of the SAR to a date after
termination of employment. During any such delay of the expiration date, the SAR
may be exercised only for the number of Shares for which it could have been
exercised on such termination date, subject to any adjustment under Section 10
herein. Notwithstanding any provisions set forth herein or in the Plan, if the
Recipient shall (i) commit any act of malfeasance or wrongdoing affecting the
Company or any parent or subsidiary, (ii) breach any covenant not to compete or
employment agreement with the Company or any parent or Subsidiary, or (iii)
engage in conduct that would warrant the Recipient's discharge for cause, any
unexercised part of the SAR shall lapse immediately upon the earlier of the
occurrence of such event or the last day the Recipient is employed by the
Company.
(J) CHANGE OF CONTROL. If a Change of Control occurs, the Board may
vote to accelerate the expiration of the SARs to the 10th day after the
effective date of the Change of Control.
(K) CONDITIONS REQUIRED FOR EXERCISE. SARs granted to Recipients
under the Plan shall be exercisable only to the extent they are vested according
to the terms of the SAR Agreement. Each SAR Agreement shall specify any
additional conditions required for the exercise of the SAR.
(L) METHOD OF EXERCISE. A SAR granted under this Plan shall be
deemed exercised when the person entitled to exercise the SAR delivers written
notice to the President of the Company (or his delegate, in his absence) of the
decision to exercise, and complies with such other reasonable requirements as
the Committee establishes pursuant to Section 9 of the Plan. A partial exercise
of a SAR will not affect the holder's right to exercise the Option from time to
time in accordance with this Plan as to the remaining Shares subject to the
Option.
(M) DESIGNATION OF BENEFICIARY. Each Recipient shall designate in
the SAR Agreement he executes, a beneficiary to receive SARs awarded hereunder
in the event of his death prior to full exercise of such SARs; provided, that if
no such beneficiary is designated or if the beneficiary so designated does not
survive the Recipient, the estate of such Recipient shall be deemed to be his
beneficiary. Recipients may, by written notice to the Committee, change the
beneficiary designated in any outstanding SAR Agreements.
(N) NONTRANSFERABILITY OF SARS. No SAR granted under this Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
SARs granted to a Recipient under this Plan shall be exercisable during his or
her lifetime only by such Recipient.
8. RESTRICTED STOCK. Subject to the provisions of the Plan, the
Committee, at any time and from time to time, may grant Shares of Restricted
Stock to Recipients in such amounts as the Committee shall determined in its
sole and absolute discretion. Each Restricted Stock Award granted to an Employee
under the Plan shall contain such provisions as the Committee at the Date of
Grant shall deem appropriate. Each Restricted Stock Award granted to a Recipient
will satisfy the following requirements:
<PAGE> 8
(A) WRITTEN AGREEMENT. Each Restricted Stock Award granted to a
Recipient will be evidenced by a Restricted Stock Agreement. The terms of the
Restricted Stock Agreement need not be identical for different Recipients. The
Restricted Stock Agreement shall specify the Period of Restriction, or Periods.
In addition, the Restricted Stock Agreement shall include a description of the
substance of each of the requirements in this Section with respect to that
particular Restricted Stock Award.
(B) NUMBER OF SHARES. Each Agreement shall specify the number of
Restricted Stock Shares awarded to the Recipient.
(C) TRANSFERABILITY. Except as provided in this subsection (c), the
Restricted Stock Shares granted under this Plan may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee at grant and
specified in the Restricted Stock Agreement, or upon earlier satisfaction of any
other conditions, as specified by the Committee at grant and specified in the
Restricted Stock Agreement.
(D) OTHER RESTRICTIONS. The Committee shall impose such other
restrictions on any Restricted Stock Shares granted pursuant to this Plan as it
may deem advisable including, without limitation, vesting restrictions,
restrictions based upon the achievement of specific Company-wide, Subsidiary,
and/or individual performance goals, and/or restrictions under applicable
federal or state securities laws, and may legend the certificate representing
Restricted Stock to give appropriate notice of such restrictions. The Committee
may also require that Recipients make cash payments at the time of grant or upon
lapsing of restrictions. Such cash payments, if imposed, will be in an amount
not less than the par value of the Restricted Stock Shares.
(E) CERTIFICATE LEGEND. In addition to any legends placed on
certificates pursuant to subsection 8(d) above, each certificate representing
Restricted Stock Shares granted pursuant to this Plan shall bear the following
legend:
"The sale or other transfer of the Shares of stock represented
by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on
transfer as set forth in the Romac International, Inc. Stock
Incentive Plan, as amended, and in a Restricted Stock
Agreement dated _____. A copy of the Plan and the Restricted
Stock Agreement may be obtained from the Chief Financial
Officer of Romac International, Inc."
(F) REMOVAL OF RESTRICTIONS. Except as otherwise provided in this
Section 8, Restricted Stock Shares shall become freely transferable by the
Recipient after the last day of the Period of Restriction. Once the Restricted
Stock Shares are released from the restrictions, the Recipient shall be entitled
to have the legend required by subsection (e) above removed from his Share
certificate.
(G) VOTING RIGHTS. During the Period of Restriction, Recipients
holding Restricted Stock Shares may exercise full voting rights with respect to
such Shares.
(H) DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
Restriction, Recipients holding Restricted Stock Shares shall be entitled to
receive all dividends and other distributions paid with respect to such Shares
while they are so held. If any such dividends or distributions are paid in
Shares, such Shares shall be subject to the same restrictions on transferability
and forfeitability as the Restricted Stock Shares with respect to which they
were paid.
(I) DEATH. In the case of the death of a Recipient, the
restrictions on the Recipient's Restricted Stock Shares shall expire on the
date of the Recipient's death.
(J) DISABILITY. In the case of the total and permanent disability
of a Recipient and a resulting termination of employment with the Company, the
restrictions on the Recipient's Restricted Stock Shares shall expire on the
Recipient's last day of employment.
<PAGE> 9
(K) RETIREMENT. If the Recipient's employment terminates by reason
of normal retirement under the Company's normal retirement policies, the
restrictions on the Recipient's Restricted Stock Shares shall expire on the
Recipient's last day of employment.
(L) TERMINATION OF SERVICE. If the Recipient ceases employment for
any reason other than death, disability, or retirement (as described above),
all nonvested Restricted Stock Shares held by the Recipient shall be forfeited
immediately and returned to the Company; provided, however, that the Committee,
in its sole and absolute discretion, shall have the right to provide for
expiration of the restrictions on Restricted Stock Shares following termination
of employment, upon such terms and provisions as it deems proper.
(M) CHANGE OF CONTROL. If a Change of Control occurs, the Board may
vote to remove immediately all restrictions on Restricted Stock Shares as of
the date of the Change of Control.
(N) DESIGNATION OF BENEFICIARY. Each Recipient shall designate, in
the Restricted Stock Agreement he executes, a beneficiary to receive Restricted
Stock Shares awarded hereunder in the event of his death prior to removal of all
restrictions on such Shares; provided, that if no such beneficiary is designated
or if the beneficiary so designated does not survive the Recipient, the estate
of such Recipient shall be deemed to be his beneficiary. Recipients may, by
written notice to the Committee, change the beneficiary designated in any
outstanding Restricted Stock Agreements.
9. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES; LEGENDS.
The Company shall have the right to withhold from payments otherwise due and
owing to the Recipient (or his beneficiary) or to require the Recipient (or his
beneficiary) to remit to the Company in cash upon demand an amount sufficient to
satisfy any federal (including FICA and FUTA amounts), state, and/or local
withholding tax requirements at the time the Recipient (or his beneficiary)
recognizes income for federal, state, and/or local tax purposes with respect to
any Award under this Plan.
Awards can be granted, and Shares can be delivered under this Plan,
only in compliance with all applicable federal and state laws and regulations
and the rules of all stock exchanges on which the Company's stock is listed at
any time. An Option is exercisable only if either (a) a registration statement
pertaining to the Shares to be issued upon exercise of the Option has been filed
with and declared effective by the Securities and Exchange Commission and
remains effective on the date of exercise, or (b) an exemption from the
registration requirements of applicable securities laws is available. This Plan
does not require the Company, however, to file such a registration statement or
to assure the availability of such exemptions. Any certificate issued to
evidence Shares issued under the Plan may bear such legends and statements, and
shall be subject to such transfer restrictions, as the Committee deems advisable
to assure compliance with federal and state laws and regulations and with the
requirements of this Section. No Option may be exercised, and Shares may not be
issued under this Plan, until the Company has obtained the consent or approval
of every regulatory body, federal or state, having jurisdiction over such
matters as the Committee deems advisable.
Each person who acquires the right to exercise an Option or a SAR or to
ownership of Shares by bequest or inheritance may be required by the Committee
to furnish reasonable evidence of ownership of the Option or SAR as a condition
to his exercise of the Option or SAR. In addition, the Committee may require
such consents and releases of taxing authorities as the Committee deems
advisable.
With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934 ("1934 Act"), transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 under the 1934 Act, as such
Rule may be amended from time to time, or its successor under the 1934 Act. To
the extent any provision of the Plan or action by the Plan administrators fails
to so comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Plan administrators.
10. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other expansion or
contraction of the Common Stock of the Company occurs, the number and class of
Shares for which Awards are authorized to be granted under this Plan, the number
and class of Shares then subject to Awards previously granted to Employees under
this Plan, and the price per Share payable upon exercise of each Award
outstanding under this Plan shall be equitably
<PAGE> 10
adjusted by the Committee to reflect such changes. To the extent deemed
equitable and appropriate by the Board, subject to any required action by
shareholders, in any merger, consolidation, reorganization, liquidation or
dissolution, any Award granted under the Plan shall pertain to the securities
and other property to which a holder of the number of Shares of stock covered by
the Award would have been entitled to receive in connection with such event.
11. LIABILITY OF THE COMPANY. The Company, its parent and any
Subsidiary that is in existence or hereafter comes into existence shall not be
liable to any person for any tax consequences incurred by a Recipient or other
person with respect to an Award.
12. AMENDMENT AND TERMINATION OF PLAN. The Board may alter, amend, or
terminate this Plan from time to time without approval of the shareholders of
the Company. The Board may, however, condition any amendment on the approval of
the shareholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other applicable laws to which the company, the
Plan, Recipients or Eligible Persons are subject. Any amendment, whether with or
without the approval of shareholders, that alters the terms or provisions of an
Award granted before the amendment (unless the alteration is expressly permitted
under this Plan) will be effective only with the consent of the Recipient to
whom the Award was granted or the holder currently entitled to exercise it.
13. EXPENSES OF PLAN. The Company shall bear the expenses of
administering the Plan.
14. DURATION OF PLAN. Awards may be granted under this Plan only during
the 10 years immediately following the original effective date of this Plan.
15. APPLICABLE LAW. The validity, interpretation, and enforcement of
this Plan are governed in all respects by the laws of Florida and the United
States of America.
16. EFFECTIVE DATE. The effective date of this Plan, as amended, shall
be the earlier of (i) the date on which the Board adopts the amended Plan or
(ii) the date on which the Shareholders approve the amended Plan.
Adopted by the Board of Directors on February 7, 1997
(original Plan adopted by the Board of Directors
September 19, 1994; amendments adopted by the Board
of Directors March 1, 1995, September 15, 1995,
March 15, 1996, and October 18, 1996).
Approved by the Shareholders on April 25, 1997
(original Plan approved by the Shareholders March 1, 1995).
<PAGE> 1
April 20, 1998
Romac International, Inc.
120 West Hyde Park Place
Suite 150
Tampa, Florida 33604
Re: Registration Statement on Form S-8
Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
on Form S-8 filed today by Romac International, Inc. (the "Company") with the
Securities and Exchange Commission, for the purpose of registering under the
Securities Act of 1933 an aggregate of 5,930,000 shares (the "Shares") of the
authorized common stock, par value $.01 per share, of the Company being offered
to certain employees of the Company pursuant to the Company's Stock Incentive
Plan (the "Plan").
In connection with the foregoing registration, we have acted as counsel
for the Company and have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, and representatives of the Company, and other documents as we deemed
necessary to deliver the opinion expressed below.
Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Shares will be, when and if
issued in accordance with the exercise of options granted under the Plan, duly
authorized, validly issued, and fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
HOLLAND & KNIGHT LLP
/s/ Holland & Knight LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Post-effective Amendment No. 1 to Form S-8 (No. 33-97134) of Romac
International, Inc. of our report dated February 25, 1998 appearing in the
Annual Report on Form 10-K for the year ended December 31, 1997. We also consent
to the incorporation by reference of our report on the Financial Statement
Schedule, which appears in this Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Tampa, FL
April 20, 1998
