Exhibit 10.1


 


LABOR READY, INC.

2000 STOCK OPTION PLAN

(LAST AMENDED JANUARY 14, 2002)


 


SECTION 1.

PURPOSE


 


The purpose of the 2000 Stock Option Plan (the “Plan”) is to enhance
the long-term shareholder value of Labor Ready, Inc., a Washington corporation (the
“Company”), by further aligning the interests of its employees, officers and
directors with those of its shareholders by offering opportunities to all
full-time employees of the Company and its Subsidiaries (as defined in
Section 2), and to the Company’s officers and directors, to own shares in
the Company and thereby participate in the Company’s growth and success, and to
encourage them to remain in the service of the Company and its Subsidiaries.


 


SECTION 2.

DEFINITIONS


 


For purposes of the Plan, the following terms shall be defined as set
forth below:


 


2.1.                              “Board”
means the Board of Directors of the Company.


 


2.2.                              “Cause”
means dishonesty, fraud, misconduct, unauthorized use or disclosure of
confidential information or trade secrets, or conviction or confession of a
crime punishable by law (except minor violations), in each case as determined
by the Plan Administrator, whose determination shall be conclusive and binding.


 


2.3.                              “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


2.4.                              “Common
Stock” means the common stock of the Company.


 


2.5.                              “Corporate
Transaction” means any of the following events:


 


2.5.1.                     Consummation
of any merger or consolidation of the Company in which the Company is not the
continuing or surviving corporation, or pursuant to which shares of Common
Stock are converted into cash, securities, or other property, if following such
merger or consolidation the holders of the Company’s outstanding voting
securities immediately prior to such merger or consolidation own less than 50%
of the outstanding voting securities of the surviving corporation;


 


2.5.2.                     Consummation
of any sale, lease, exchange, or other transfer, in one transaction or a series
of related transactions, of all or substantially all of the Company’s assets,
other than a transfer of the Company’s assets to a majority-owned subsidiary
corporation of the Company; or


 

















 


2.5.3.                     Approval
by the holders of the Common Stock of any plan or proposal for the liquidation
or dissolution of the Company.


 


Ownership of voting securities shall take into account and shall
include ownership as determined by applying Rule 13d-3(d)(1)(i) (as in effect
on the date of adoption of the Plan) under the Exchange Act.


 


2.6                                 “Director”
means an individual duly elected or appointed to the Company’s board of
directors.


 


2.7                                 “Disability”
means “permanent and total disability” as that term is defined for purposes of
Section 22(e)(3) of the Code.


 


2.8                                 “Early
Retirement” means early retirement as that term is defined by the Plan Administrator
from time to time for purposes of the Plan.


 


2.9                                 “Employee”
means a person continuously employed for not less than one month by the Company
or by any current or future Subsidiary of the Company on a regular basis.


 


2.10                           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


2.11                           “Fair
Market Value” shall be as established in good faith by the Plan Administrator
or (a) if the Common Stock is listed on the Nasdaq National Market, the
closing sale price for the Common Stock as reported by the Nasdaq National
Market for the date upon which the “Fair Market Value” is to be determined, or
(b) if the Common Stock is listed on the New York Stock Exchange or the
American Stock Exchange, the closing sale price for the Common Stock as such price
is officially quoted in the composite tape of transactions on such exchange for
the date upon which the “Fair Market Value” is to be determined.  If there is no such reported price for the
Common Stock for any date in question, then the reported price available on the
last trading day immediately preceding such date shall be used to determine the
Fair Market Value.


 


2.12                           “Grant
Date” means the date on which the Plan Administrator adopted the granting
resolution or a later date designated in a resolution of the Plan Administrator
as the date an Option is to be granted.


 


2.13                           “Officer”
means the Chief Executive Officer, President, Vice-President, Chief Financial
Officer and such other executive management persons designated by the Board of
Directors from time to time, all in conformity with NYSE rule 312.03.


 


2.14                           “Option”
means a nonqualified stock option granted under this Plan, which grants the
recipient the right to purchase Common Stock.


 


2.15                           “Optionee”
means (i) the person to whom an Option is granted; (ii) for an
Optionee who has died, the personal representative of the Optionee’s estate,
the person(s) to


 

















 


whom the Optionee’s rights under the Option have passed by will or by
the applicable laws of descent and distribution, or the beneficiary designated
in accordance with Section 9; or (iii) person(s) to whom an Option
has been transferred in accordance with Section 9.


 


2.16                           “Plan
Administrator” means the Board or any committee of the Board designated to
administer the Plan under Section 3.1.


 


2.17                           “Retirement”
means retirement as of the individual’s normal retirement date as that term is
defined by the Plan Administrator from time to time for purposes of the Plan.


 


2.18                           “Securities
Act” means the Securities Act of 1933, as amended.


 


2.19                           “Subsidiary”,
except as provided in Section 8.3 in connection with Incentive Stock
Options, means any entity that is directly or indirectly controlled by the
Company or in which the Company has a significant ownership interest, as
determined by the Plan Administrator, and any entity that may become a direct
or indirect parent of the Company.


 


2.20                           “Successor
Corporation” has the meaning set forth under Section 10.2.


 


SECTION 3.

ADMINISTRATION


 


3.1.                              Plan
Administrator.  The Plan shall be
administered by the Board or a committee or committees (which term includes
subcommittees) appointed by, and consisting of one or more members of, the
Board.  The Board may delegate the
responsibility for administering the Plan with respect to designated classes of
eligible persons to different committees consisting of two or more members of
the Board, subject to such limitations as the Board deems appropriate.  Committee members shall serve for such term
as the Board may determine, subject to removal by the Board at any time.


 


3.2.                              Administration
and Interpretation by the Plan Administrator.  Except for the terms and conditions explicitly set forth in the
Plan, the Plan Administrator shall have exclusive authority, in its discretion,
to determine all matters relating to Options under the Plan, including the
selection of Employees to be granted Options, the number of shares of Common
Stock subject to an Option, all terms, conditions, restrictions and
limitations, if any, of an Option and the terms of any instrument that
evidences the Option.  The Plan
Administrator shall also have exclusive authority to interpret the Plan and may
from time to time adopt, and change, rules and regulations of general
application for the Plan’s administration. 
The Plan Administrator’s interpretation of the Plan and its rules and
regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected.  The Plan
Administrator may delegate administrative duties to such of the Company’s
officers as it so determines.


 

















 


SECTION 4.

STOCK SUBJECT TO THE PLAN


 


4.1.                              Authorized
Number of Shares.  Subject to
adjustment from time to time as provided in Section 9., a maximum of
4,750,000 shares of Common Stock (subject to appropriate adjustment in the case
of stock splits, stock dividends and the like) shall be available for issuance
under the Plan.  Shares issued under the
Plan shall be drawn from authorized and unissued shares or shares now held or
subsequently acquired by the Company.


 


4.2.                              Reuse
of Shares.  Any shares of Common
Stock that have been made subject to an Option but that cease to be subject to
the Option (other than by reason of exercise of the Option to the extent it is
exercised for shares) shall again be available for issuance in connection with
future grants of Options under the Plan.


 


SECTION 5.

ELIGIBILITY


 


Options may be granted under the Plan to Employees, Officers and
Directors as the Plan Administrator from time to time selects.  The foregoing notwithstanding, at least a
majority of all options granted under the Plan during any three-year period
must be granted to Employees who are not Officers or Directors.


 


SECTION 6.

ACQUISITIONS


 


6.1.                              Acquired
Company Option Awards. 
Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Options under the Plan in substitution for awards
issued under other plans, or assume under the Plan awards issued under other
plans, if the other plans are or were plans of other acquired entities
(“Acquired Entities”) (or the parent of the Acquired Entity) and the new Option
is substituted, or the old award is assumed, by reason of a merger,
consolidation, acquisition of property or of stock, reorganization or
liquidation (the “Acquisition Transaction”). 
In the event that a written agreement pursuant to which the Acquisition
Transaction is completed is approved by the Board and said agreement sets forth
the terms and conditions of the substitution for or assumption of outstanding
awards of the Acquired Entity, said terms and conditions shall be deemed to be
the action of the Plan Administrator without any further action by the Plan
Administrator, and the persons holding such awards shall be deemed to be
Optionees.


 


SECTION 7.

TERMS AND CONDITIONS OF OPTIONS


 


7.1                                 Form
and Grant of Options.  The Plan
Administrator shall have the authority, in its sole discretion, to determine
the amount of Options to be made under the Plan.  Options may be granted singly or in combination.


 

















 


7.2                                 Option
Exercise Price.  The exercise price
for shares purchased under an Option shall be as determined by the Plan
Administrator, but shall not be less than 100% of the Fair Market Value of the
Common Stock on the Grant Date.


 


7.3                                 Term
of Options.  The term of each
Option shall be as established by the Plan Administrator or, if not so
established, shall be 5 years from the Grant Date.


 


7.4                                 Exercise
of Options.  The Plan Administrator
shall establish and set forth in each instrument that evidences an Option the
time at which or the installments in which the Option shall become exercisable,
which provisions may be waived or modified by the Plan Administrator at any
time.  If not so established in the
instrument evidencing the Option, the Option will become exercisable according
to the following schedule, which may be waived or modified by the Plan
Administrator at any time:


 


	
  Period of Holder’s Continuous
  Employment or

  Service With the Company or Its Subsidiaries

  From the Option Grant Date

  	
   

  	
  Percent of
  Total

  Option

  That Is Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  After 1 year

  	
   

  	
  25%

  	
   

  
	
  Each l year period of continuous service
  completed thereafter

  	
   

  	
  An additional 25%

  	
   

  
	
  After 4 years

  	
   

  	
  100%

  	
   

  



 


To the extent that the right to purchase shares has accrued thereunder,
an Option may be exercised from time to time by written notice to the Company,
in accordance with procedures established by the Plan Administrator, setting
forth the number of shares with respect to which the Option is being exercised
and accompanied by payment in full as described in Section 7.5.


 


7.5                                 Payment
of Exercise Price.  The exercise
price for shares purchased under an Option shall be paid in full to the Company
by delivery of consideration equal to the product of the Option exercise price
and the number of shares purchased. 
Such consideration must be paid in cash or by check or, unless the Plan
Administrator in its sole discretion determines otherwise, either at the time
the Option is granted or at any time before it is exercised, a combination of
cash and/or check and if and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, delivery of a properly
executed exercise notice, together with irrevocable instructions, to (i) a
brokerage firm designated by the Company to deliver promptly to the Company the
aggregate amount of sale or loan proceeds to pay the Option exercise price and
any withholding tax obligations that may arise in connection with the exercise
and (ii) the Company to deliver the certificates for such purchased shares
directly to such brokerage firm, all in accordance with the regulations of the
Federal Reserve Board. In addition, the exercise price for shares purchased
under an Option may be paid, either singly or in combination with one or more
of the alternative forms of payment authorized by this Section 7.5, by:
(y) a promissory note delivered pursuant to Section 12 or
(z) such other consideration as the Plan Administrator may permit.


 

















 


7.6                                 Post-Termination
Exercises.  The Plan Administrator
shall establish and set forth in each instrument that evidences an Option
whether the Option will continue to be exercisable, and the terms and
conditions of such exercise, if an Optionee ceases to be employed by, or to
provide services to, the Company or its Subsidiaries, which provisions may be
waived or modified by the Plan Administrator at any time.  If not so established in the instrument
evidencing the Option, the Option will be exercisable according to the
following terms and conditions, which may be waived or modified by the Plan
Administrator at any time.


 


Any portion of an Option which is not vested as of the date of
termination of the Optionee’s employment or services shall expire concurrently
with such termination. Any portion of an Option which is vested as of the date
of termination of the Optionee’s employment or services shall expire ninety
(90) days after the date of such termination, unless sooner exercised. A
transfer of employment or services between or among the Company and its
Subsidiaries shall not be considered a termination of employment or
services.  The effect of a
Company-approved leave of absence on the terms and conditions of an Option
shall be determined by the Plan Administrator, in its sole discretion.


 


SECTION 8.

ASSIGNABILITY


 


No Option granted under the Plan may be assigned, pledged, or
transferred by the Optionee other than by will or by the applicable laws of
descent and distribution, and, during the Optionee’s lifetime, such Option may
be exercised only by the Optionee or a permitted assignee or transferee of the
Optionee (as provided below).


 


SECTION 9.

ADJUSTMENTS


 


9.1                                 Adjustment
of Shares.  In the event that, at
any time or from time to time, a stock dividend, stock split, spin-off,
combination or exchange of shares, recapitalization, merger, consolidation,
distribution to shareholders other than a normal cash dividend, or other change
in the Company’s corporate or capital structure results in (a) the
outstanding shares, or any securities exchanged therefor or received in their
place, being exchanged for a different number or class of securities of the
Company or of any other corporation or (b) new, different or additional
securities of the Company or of any other corporation being received by the
holders of shares of Common Stock of the Company, then the Plan Administrator
shall make proportional adjustments in (i) the maximum number and kind of
securities subject to the Plan as set forth in Section 4.1 and
(ii) the number and kind of securities that are subject to any outstanding
Option and the per share price of such securities, without any change in the
aggregate price to be paid therefor. 
The determination by the Plan Administrator as to the terms of any of
the foregoing adjustments shall be conclusive and binding.


 


9.2                                 Adjustment
of Options.  The Plan Administrator
shall have the discretion, exercisable at any time before a sale, merger,
consolidation, reorganization, liquidation, or change in control of the
Company, as defined by the Plan Administrator, to take such further


 

















 


action as it determines to be necessary or advisable, and fair and
equitable to Optionees, with respect to Options.  Such authorized action may include (but shall not be limited to)
establishing, amending or waiving the type, terms, conditions or duration of,
or restrictions on, Options so as to provide for earlier, later, extended or
additional time for exercise and other modifications, and the Plan
Administrator may take such actions with respect to all Optionees, to certain
categories of Optionees or only to individual Optionees.  The Plan Administrator may take such action
before or after granting Options to which the action relates and before or
after any public announcement with respect to such sale, merger, consolidation,
reorganization, liquidation, or change in control that is the reason for such
action.


 


9.3                                 Limitations.
The grant of Options will in no way affect the Company’s right to adjust,
reclassify, reorganize, or otherwise change its capital or business structure
or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.


 


SECTION 10.

WITHHOLDING


 


The Company may require the Optionee to pay to the Company the amount
of any withholding taxes that the Company is required to withhold with respect
to the grant or exercise of any Option. Subject to the Plan and applicable law,
the Plan Administrator may, in its sole discretion, permit the Optionee to
satisfy withholding obligations, in whole or in part, by paying cash, by
electing to have the Company withhold shares of Common Stock or by transferring
shares of Common Stock to the Company, in such amounts as are equivalent to the
Fair Market Value of the withholding obligation.  The Company shall have the right to withhold from any shares of
Common Stock issuable pursuant to an Option or from any cash amounts otherwise
due or to become due from the Company to the Optionee an amount equal to such
taxes.  The Company may also deduct from
any Option any other amounts due from the Optionee to the Company or a
Subsidiary.


 


SECTION 11.

AMENDMENT AND TERMINATION OF PLAN


 


11.1                           Amendment
of Plan.  The Plan may be amended
only by the Board or by the Plan Administrator, in such respects as deemed
advisable.


 


11.2                           Termination
of Plan.  The Board may suspend or
terminate the Plan at any time.  The Plan
will have no fixed expiration date.


 


11.3                           Consent
of Optionee.  The amendment or
termination of the Plan shall not, without the consent of the Optionee, impair
or diminish any rights or obligations under any Option theretofore granted
under the Plan.


 

















 


SECTION 12.

GENERAL


 


12.1                           Option
Agreements.  Options granted under
the Plan shall be evidenced by a written grant in such form as approved by the
Plan Administrator from time to time.


 


12.2                           Continued
Employment or Services; Rights in Options. 
None of the Plan, participation in the Plan, or any action of the Plan
Administrator taken under the Plan shall be construed as giving any person any
right to be retained in the employ of the Company or limit the Company’s right
to terminate the employment or services of any person.


 


12.3                           No
Rights as a Shareholder.  No Option
shall entitle the Optionee to any dividend, voting, or other right of a
shareholder unless and until the date of issuance under the Plan of the shares
that are the subject of such Option, free of all applicable restrictions.


 


12.4                           No
Trust or Fund.  The Plan is intended
to constitute an “unfunded” plan. 
Nothing contained herein shall require the Company to segregate any
monies or other property, or shares of Common Stock, or to create any trusts,
or to make any special deposits for any immediate or deferred amounts payable
to any Optionee, and no Optionee shall have any rights that are greater than
those of a general unsecured creditor of the Company.


 


12.5                           Costs
and Expenses.  Except as provided
herein with respect to the payment of taxes, all costs and expenses of
administering the Plan shall be borne by the Company and shall not be charged
to any grant nor any employee receiving a grant.


 


12.6                           Golden
Parachute Taxes.  In the event that
any amounts paid or deemed paid to an employee under this Plan are deemed to
constitute “excess parachute payments” as defined in Section 280G of the
Code (taking into account any other payments made under this Plan and any other
compensation paid or deemed paid to an employee), or if any employee is deemed
to receive an “excess parachute payment” by reason of his or her vesting of
Options pursuant to Section 10 hereof, the amount of such payments or
deemed payments shall be reduced (or, alternatively the provisions of
Section 10 shall not act to vest options to such employee), so that no
such payments or deemed payments shall constitute excess parachute
payments.  The determination of whether
a payment or deemed payment constitutes an excess parachute payment shall be in
the sole discretion of the Plan Administrator.


 


12.7                           Foreign
Employees.  Without amending the
Plan, the Board may authorize the Plan Administrator to grant options to
eligible employees who are foreign nationals on such terms and conditions
different from those specified in this Plan as may in the judgment of the Board
be necessary or desirable to foster and promote achievement of the purposes of
the Plan, and, in furtherance of such purposes the Board may make such
modifications, amendments, procedures, subplans, and the like as may be
necessary or advisable to comply with the provisions of the laws in other
countries in which the Company operates or has employees.


 


12.8                           Governing
Law.  This Plan shall be governed by
and construed in accordance with the laws of the State of Washington.


 

















 


12.9                           Severability.
If any provision of the Plan or any Option is determined to be invalid, illegal
or unenforceable in any jurisdiction, or as to any person, or would disqualify
the Plan or any Option under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform
to applicable laws, or, if it cannot be so construed or deemed amended without,
in the Plan Administrator’s determination, materially altering the intent of
the Plan or the Option, such provision shall be stricken as to such
jurisdiction, person or Option, and the remainder of the Plan and any such
Option shall remain in full force and effect.


 


SECTION 15.

EFFECTIVE DATE


 


The effective date of the Plan is the date on which it is adopted by
the Board.


 


Adopted by the Board on March 14, 2000 and amended on
February 20, 2001, October 18, 2001, December 11, 2001 and
January 14, 2002.