EXHIBIT 10.11
ADMINISTAFF, INC. 2001 INCENTIVE PLAN
ANNUAL DIRECTOR AWARD AGREEMENT
This Award Agreement between Administaff, Inc. (the "Company"), and
_______________________ (the "Optionee"), a member of the Board of Directors of
the Company (the "Board"), regarding a right (the "Option") awarded to the
Optionee on _______________________ (the "Grant Date") to purchase from the
Company up to, but not exceeding in the aggregate, 5,000 shares of Common Stock
(as defined in the Administaff, Inc. 2001 Incentive Plan (the "Plan")) at
$_______ per share (the "Exercise Price"), which is equal to the Fair Market
Value of an Option Share as of the Grant Date, such number of shares and such
price per share being subject to adjustment as provided in Section 13 of the
Plan, and further subject to the following terms and conditions:
1. RELATIONSHIP TO PLAN. This Option is intended to be a
nonqualified stock option within the meaning of the Internal Revenue Service
Code (the "Code") Section 83. This Option is subject to all of the terms,
conditions and provisions of the Plan and administrative interpretations
thereunder, if any, which have been adopted by the Committee thereunder and are
in effect on the date hereof. Except as defined herein, capitalized terms shall
have the same meanings ascribed to them under the Plan. For purposes of this
Award Agreement:
(a) "OPTION SHARES" shall mean the shares of Common Stock covered by
this Award Agreement.
(b) "SERVICE" shall mean service as a member of the Board.
2. EXERCISE SCHEDULE. The Option hereby granted is 100% vested and
exercisable as of the Grant Date.
3. TERMINATION OF OPTION. The Option hereby granted shall terminate
and be of no force and effect with respect to any shares of Common Stock not
previously purchased by the Optionee upon the first to occur of:
(a) the tenth (10th) anniversary of the Grant Date; or
(b) the expiration of (i) three (3) months following the Director's
termination of Service for Cause, or (ii) three (3) years following the
Director's termination of Service for any other reason.
4. EXERCISE OF OPTION. Subject to the limitations set forth herein
and in the Plan, the Option may be exercised by written notice provided to the
Company as set forth in Section 5 of this Award Agreement. Such written notice
shall (a) state the number of shares of Common Stock with respect to which the
Option is being exercised, and (b) be accompanied by a wire transfer, cashier's
check, cash or money order payable to Administaff, Inc., in the full amount of
the purchase price for any Option Shares being acquired and any appropriate
withholding taxes, or by other consideration in the form and manner approved by
the Committee pursuant to Section 9 of the Plan.
Notwithstanding anything to the contrary contained herein, the
Optionee agrees that he will not exercise the Option granted pursuant hereto,
and that the Company will not be obligated to issue any Option Shares pursuant
to this Award Agreement, if the exercise of the Option or the issuance of such
shares would constitute a violation by the Optionee or by the Company of any
provision of any law or regulation of any governmental authority or any stock
exchange or transaction quotation system.
If any law or regulation requires the Company to take any action
with respect to the shares specified in such notice, the time for delivery
thereof, which would otherwise be as promptly as possible, shall be postponed
for the period of time necessary to take such action.
In no event shall the Company be required to issue fractional shares
upon the exercise of any portion of the option.
5. NOTICES. Notice of exercise of the Option must be made in writing
in the following manner, using an approved exercise notice form provided by the
Company and which may be amended from time to time:
(a) by United States mail, postage prepaid, to Administaff, Inc.,
00000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxx 00000-0000, Attention:
Investor Relations Administrator, in which case the date of exercise shall
be the postmark date; or
(b) by hand delivery or otherwise to Administaff, Inc., 00000
Xxxxxxxx Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxx 00000-0000, Attention: Investor
Relations Administrator, in which case the date of exercise shall be the
date when receipt is acknowledged by the Company.
Notwithstanding the foregoing, in the event that the address of the
Company is changed prior to the date of any exercise of this Option, notice of
exercise shall instead be made pursuant to the foregoing provisions at the
Company's current address.
Any other notices provided for in this Award Agreement or in the
Plan shall be given in writing and shall be deemed effectively delivered or
given upon receipt or, in the case of notices delivered by the Company to the
Optionee, five (5) days after deposit in the United States mail, postage
prepaid, addressed to the Optionee at the address specified at the end of this
Award Agreement or at such other address as the Optionee hereafter designates by
written notice to the Company.
6. ASSIGNMENT OF OPTION. The Optionee's rights under the Plan and
this Award Agreement are personal; no assignment or transfer of the Optionee's
rights under and interest in this Option may be made by the Optionee other than
by will or by the laws of descent and distribution or by a qualified domestic
relations order; and this Option is exercisable during his lifetime only by the
Optionee, or in the case of an optionee who is mentally incapacitated, this
Option shall be exercisable by his guardian or legal representative.
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Notwithstanding the foregoing, subject to approval by the Committee
in its sole discretion, the Option is transferable by the Optionee to (a) the
spouse, children or grandchildren (including adopted and stepchildren and
grandchildren) of the Optionee ("Immediate Family Members"), (b) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or (c) a
partnership or partnerships in which such Immediate Family Members and, if
applicable, the Optionee are the only partners. Subsequent transfers of a
transferred Option shall be prohibited except by will or the laws of descent and
distribution, unless such transfers are made to the original Optionee or a
person to whom the original Optionee could have made a transfer in the manner
described herein. No transfer shall be effective unless and until written notice
of such transfer is provided to the Committee, in the form and manner prescribed
by the Committee. Following transfer, the Option shall continue to be subject to
the same terms and conditions as were applicable immediately prior to transfer,
and except as otherwise provided herein, the term "Optionee" shall be deemed to
refer to the transferee. The consequences of termination of Service shall
continue to be applied with respect to the original Optionee, following which
the Options shall be exercisable by the transferee only to the extent and for
the periods specified in the Plan and this Award Agreement.
After the death of the Optionee, unless the Option has been
transferred as permitted above, exercise of the Option shall be permitted only
by the Optionee's executor or the personal representative of the Optionee's
estate (or by his assignee, in the event of a permitted assignment) and only to
the extent that the Option was exercisable on the date of the Optionee's death.
7. STOCK CERTIFICATES. Certificates representing the Common Stock
issued pursuant to the exercise of the Option will bear all legends required by
law and necessary or advisable to effectuate the provisions of the Plan and this
Option. The Company may place a "stop transfer" order against shares of the
Common Stock issued pursuant to the exercise of this Option until all
restrictions and conditions set forth in the Plan or this Award Agreement and in
the legends referred to in this Section 7 have been complied with.
8. WITHHOLDING. No certificates representing shares of Common Stock
purchased hereunder shall be delivered to or in respect of an Optionee unless
the amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the issuance of such
shares of Common Stock has been remitted to the Company or unless provisions to
pay such withholding requirements have been made to the satisfaction of the
Committee pursuant to Section 14 of the Plan. The Committee may make such
provisions as it may deem appropriate for the withholding of any taxes that it
determines is required in connection with this Option.
9. SUCCESSORS AND ASSIGNS. This Award Agreement shall bind and inure
to the benefit of and be enforceable by the Optionee, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Optionee may not assign any rights or
obligations under this Award Agreement except to the extent and in the manner
expressly permitted herein.
10. NO SERVICE GUARANTEED. No provision of this Award Agreement
shall confer any right upon the Optionee to continued Service as a member of the
Board.
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11. ENTIRE AGREEMENT; BINDING EFFECT: This Award Agreement shall
cover all shares of Common Stock acquired by the Optionee pursuant to this Award
Agreement, including any community and/or separate property interest owned by
the Optionee's spouse in said shares. All terms, conditions and limitations on
transferability imposed under this Award Agreement upon shares acquired by the
Optionee shall apply to any interest of the Optionee's spouse in such shares.
This Award Agreement contains the entire understanding between the parties with
respect to the subject matter hereof, and supersedes any and all prior written
or oral agreements between the parties with respect to the subject matter
hereof. There are no representations, agreements, arrangements, or
understanding, either written or oral, between or among the parties with respect
to the subject matter hereof which are not set forth in this Award Agreement.
This Award Agreement is binding upon the Optionee's heirs, executors and
personal representatives with respect to all provisions hereof.
12. INTERPRETATION: This Award Agreement is subject in all respects
to the terms of the Plan, and in the event that any provision of the Award
Agreement shall be inconsistent with the terms of the Plan, then the terms of
the Plan shall govern. Any question of interpretation arising under this Award
Agreement shall be determined by the Committee and its determinations shall be
final and conclusive upon all parties in interest.
13. SEVERABILITY: If any term, provision, covenant, or condition of
this Award Agreement is held by a court of competent jurisdiction to be invalid,
illegal, or unenforceable for any reason, such invalidity, illegality, or
unenforceability shall not affect any of the other terms, provisions, covenants,
or conditions of this Award Agreement, each of which shall be binding and
enforceable.
14. GOVERNING LAW. This Award Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Texas.
ADMINISTAFF, INC.
Dated: _____________________ By:___________________________
Name: Xxxx X. Xxxxxxx
Title: Chairman of the Board
and Chief Executive
Officer
ACKNOWLEDGEMENT AND ACCEPTANCE BY THE OPTIONEE
I, _______________________, the undersigned Optionee, hereby
acknowledge that I have received a copy of the Administaff, Inc. 2001 Incentive
Plan and that I will consult with and rely upon only my own tax, legal and
financial advisors regarding the consequences and risks of the Award. I hereby
agree to and accept the foregoing Award Agreement, subject to the terms and
provisions of the Plan and administrative interpretations thereof referred to
above.
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_________________________ _________________________
Optionee's Signature Date
Optionee's Address:
_________________________
_________________________
_________________________
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