EXHIBIT 10.1


 


ROBERT HALF INTERNATIONAL INC.


SENIOR EXECUTIVE RETIREMENT PLAN


(As Amended and Restated Effective May 8, 2003)


 


                1.  INTRODUCTION.  This Plan
was adopted by the Company to provide retirement benefits to those individuals,
other than any individual holding the office of Chief Executive Officer or
President, who participated in the Company’s Deferred Compensation Plan and,
with respect to those individuals, this Plan shall supersede the Deferred
Compensation Plan. The Administrator or the Chief Executive Officer may also
select other Participants to be eligible for benefits hereunder.


 


                2.  DEFINITIONS.  As used in
this Plan, the following terms have the meanings set forth below:


 


                2.1  ADMINISTRATOR means the Compensation Committee of the Board.


 


                2.2  BOARD means the Board of Directors of the Company.


 


                2.3  CHANGE IN CONTROL means the occurrence of any of the following:


 


                (a) Any person or
group (as such terms are defined in Section 13(d)(3) of the Exchange Act),
other than an employee benefit plan sponsored by the Company or a subsidiary
thereof or a corporation owned (directly or indirectly), by the stockholders of
the Company in substantially the same proportions of the ownership of stock of
the Company, shall become the beneficial owner of securities of the Company
representing 20% or more, or commences a tender or exchange offer following the
successful consummation of which the offerer and its affiliates would
beneficially own securities representing 20% or more, of the combined voting power
of then outstanding securities ordinarily (and apart from rights accruing in
special circumstances) having the right to vote in the election of directors,
as a result of a tender or exchange offer, open market purchases, privately
negotiated purchases or otherwise; PROVIDED, HOWEVER, that a Change in Control
shall not be deemed to include the acquisition by any such person or group of
securities representing 20% or more of the Company if such party has acquired
such securities not with the purpose nor with the effect of changing or
influencing the control of the Company, nor in connection with or as a
participant in any transaction having such purposes or effect, including,
without limitation, not in connection with such party (i) making any public announcement
with respect to the voting of such shares at any meeting to consider a merger,
consolidation, sale of substantial assets or other business combination or
extraordinary transaction involving the Company, (ii) making, or in any way
participating in, any “solicitation” of “proxies” (as such terms are defined or
used in Regulation 14A under the Exchange Act) to vote any voting securities of
the Company (including, without limitation, any such solicitation subject to
Rule 14a-11 under the Exchange Act) or seeking to advise or influence any party
with respect to the voting of any voting securities of the Company, directly or
indirectly, relating to a merger or other business combination involving the
Company or the sale or transfer of substantial assets of the Company, (iii)
forming, joining or in any way participating in any “group” within the meaning
of Section 13(d)(3) of the Exchange Act with respect to any voting securities
of the Company, directly or indirectly, relating to a merger or other business combination
involving the Company or the sale or transfer of any substantial assets of the
Company, or (iv) otherwise acting, alone or in concert with others, to seek
control of the Company or to seek to control or influence the management or
policies of the Company.


 


                (b) The
stockholders of the Company shall approve any plan or proposal for the
liquidation or dissolution of the Company.


 


                (c) A change in
the composition of the Board of Directors of the Company occurring within a
two-year period, as a result of which fewer than a majority of the directors
are Incumbent Directors. “Incumbent Directors” shall mean directors who either
(i) are directors of the Company as of the date


 


 


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hereof, or (ii) are elected, or nominated for election, to the Board of
Directors of the Company with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but shall
not include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company). As a result of or in connection with any cash tender offer, merger,
or other business combination, sale of assets or contested election, or
combination of the foregoing, the persons who were directors of the Company
just prior to such event shall cease within one year to constitute a majority
of the Board.


 


                (d) The Company’s
stockholders approve a definitive agreement providing for a transaction in
which the Company will cease to be an independent publicly owned corporation.


 


                (e) The
stockholders of the Company approve a definitive agreement (i) to merge or
consolidate the Company with or into another corporation in which the holders
of the Stock immediately before such merger or reorganization will not,
immediately following such merger or reorganization, hold as a group on a
fully-diluted basis both the ability to elect at least a majority of the
directors of the surviving corporation and at least a majority in value of the
surviving corporation’s outstanding equity securities, or (ii) to sell or
otherwise dispose of all or substantially all of the assets of the Company.


 


                2.4  COMPANY means Robert Half International Inc., a Delaware corporation.


 


                2.5  EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.


 


                2.6  OFFER means a tender offer or an exchange offer for shares of the
Company’s Stock.


 


                2.7  PARTICIPANT means any elected executive officer or any key
executive, other than any individual holding the office of Chief Executive
Officer or President, approved by the Administrator or the Chief Executive
Officer for participation in the Plan. The benefits of individuals (other than
any individual holding the office of Chief Executive Officer or President) who
had accounts (whether or not vested) under the Deferred Compensation Plan shall
be transferred to this Plan, effective December 31, 1995, with interest for
1995 credited at the rate and as provided in Section 7 hereof instead of at the
rate and as provided in the Deferred Compensation Plan. With respect to the
year ended December 31, 1995 those individuals will thereafter be Participants
hereunder and will no longer participate in the Deferred Compensation Plan.


 


                2.8  PLAN means the Senior Executive Retirement Plan.


 


                2.9  VOTING SHARES means the outstanding shares of the Company
entitled to vote for the election of directors.


 


                3.  PURPOSE OF THE PLAN.  The
purpose of the Plan is to attract, retain and reward Participants by providing
them with supplemental income for use after their retirement. The Plan is
designed to qualify as an unfunded ERISA “top-hat” plan for a select group of
management or highly compensated employees of the Company and its subsidiaries
designated by the Administrator.


 


                4.  ADMINISTRATION.  The
Administrator shall have full power to interpret, construe and administer the
Plan, except as otherwise provided in the Plan. The expense of administering
the Plan shall be borne by the Company and shall not be charged against
benefits payable hereunder.


 


                5.  DEFERRED COMPENSATION FORMULA. 
Each Participant shall receive the base salary and annual cash bonus
payable to that Participant for services rendered in his capacity as an
employee of the Company or a designated subsidiary during the calendar year of
participation, plus fifteen percent (15%) of such base salary and annual cash
bonus as deferred compensation pursuant to this Plan, provided he is employed
by the Company on the last day of such calendar year (December 31, 1995 for the
first year). A Participant’s allocation of deferred compensation hereunder
shall be deemed to have been made, for all purposes relating to this Plan, as
of the first business day of the year following the year with respect to which
the deferred compensation has been earned.


 


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                The Administrator or the Chief
Executive Officer may at any time designate any Participant as entitled to
receive a Change in Control Allocation. Once a Participant is so designated,
such designation may not be rescinded. With respect to any Participant who has
been designated as entitled to receive a Change in Control Allocation, there
shall be allocated to such Participant’s account promptly following a Change in
Control (if such Participant is employed by the Company on the date of the
Change in Control) an amount equal to the product of (a) the number of whole
years remaining until the Participant attains age 62 and (b) the last annual
allocation made under the Plan. After such Change in Control Allocation has
been made, each subsequent annual allocation under the Plan for such
Participant following the Change in Control and prior to such Participant’s
62nd birthday shall be reduced by an amount equal to the last annual allocation
made to such Participant prior to the Change in Control.


 


                6.  SEPARATE ACCOUNTS.  The
Administrator shall maintain an individual account under the name of each
Participant entitled to allocations pursuant to the Plan. Each such account
shall be adjusted to reflect any amounts transferred from the Deferred
Compensation Plan, deferred compensation credited hereunder, interest credited
on such amounts and any distribution of such amounts hereunder. The
establishment and maintenance of a separate account for each Participant shall
not be construed as giving any person any interest in any assets of the Company
or any right to payment other than as provided hereunder or any right to
participate hereunder or in future years of employment. Such accounts shall be
unfunded and maintained only for bookkeeping convenience; provided, however,
the Company may establish an irrevocable grantor trust and contribute amounts
to such trust to support its obligations hereunder.


 


                7.  INVESTMENT PERFORMANCE. 
Each account shall be credited on the last day of each calendar year
with interest on the balance of such account as of the first day of the
calendar year. Interest credited for a calendar year shall be at a rate equal
to one hundred (100%) of the Moody’s Corporate bond Yield Average reported in
THE WALL STREET JOURNAL on the last business day of the calendar year (or the
valuation date selected by the Administrator preceding a distribution).


 


                8.  VESTING.  Each
Participant’s interest under the Plan shall be forfeitable upon such
Participant’s termination of employment for any reason, except to the extent it
becomes vested hereunder. Each Participant’s interest, regardless of when
allocated, will be deemed unvested unless and until such Participant has
completed ten years of service with the Company. “Years of Service” shall be
based on the anniversary of the later of the Participant’s date of hire or his
or her transfer to Company headquarters. At such time as the Participant has
completed ten years service with the Company, the amount vested at any given
time shall be (a) 50%, if Participant is age 50 or younger, (b) the
sum of (i) 50% and (ii) 4 1/6% times the difference between Participant’s age
and 50, if Participant is between age 51 and age 62, or (c) 100%, if
Participant is age 62 or older. In the event of a Change in Control, all
amounts credited under the Plan to each affected Participant shall become fully
vested and nonforfeitable as a result of such event. Notwithstanding the foregoing,
amounts shall vest hereunder in accordance with the terms of any severance
agreement or other written arrangement between the Participant and the Company.
In addition and notwithstanding the foregoing, the accounts transferred to this
Plan from the Company’s Deferred Compensation Plan, including any and all
investment performance hereunder, shall continue to vest under the terms of the
Deferred Compensation Plan.


 


                9.  TIME OF DISTRIBUTION.  No
vested amounts shall be payable hereunder until the first to occur of the
following events:


 


                (a) The date of
the Participant’s complete and total disability, as determined by the
Administrator in its sole discretion (without regard to eligibility for
benefits under any disability plan or program of the Company and/or its
subsidiaries);


 


                (b) The
Participant’s death; or


 


                (c) The date of
the Participant’s separation from employment with the Company and/or its
subsidiaries for any reason.


 


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                Notwithstanding the foregoing,
distribution may occur at an earlier date as provided in Section 10 hereunder.


 


                All vested amounts will be
valued and paid within 90 days following the occurrence of any such event. If
distribution occurs before the end of a year a Participant shall receive a pro
rata amount of deferred compensation under Section 5 hereof.


 


                10.  WITHDRAWALS.  The
Administrator may direct payment of all or any vested portion of amounts
credited to the account of a Participant upon application by the Participant.
Any such application must show demonstrable financial need for distribution in
order to meet extraordinary medical or medically related expenses, substantial
costs related to residential requirements of the Participant, family
educational expenses in an amount considered by the Administrator burdensome in
relation to the Participant’s other available financial resources for meeting
such expenses, extraordinary expenses related to an unanticipated casualty,
accident or other misfortune or any other similar need approved by the
Administrator.


 


                Any such distribution shall be
made in the sole discretion of the Administrator.


 


                11.  METHOD OF DISTRIBUTION. 
Upon termination from the Company, each Participant shall receive a lump
sum distribution of all amounts payable to the Participant hereunder, unless
prior to termination of employment the Participant elects, and the
Administrator consents to, payment upon termination to be made in the form of
installments over a period of time approved by the Administrator and not extending
beyond the life expectancy of the Participant.


 


                12.  DEATH OF PLAN PARTICIPANT. 
In the event that a Participant shall die at any time prior to complete
distribution of all amounts payable to him hereunder, the remaining unpaid
amounts shall be paid to the beneficiary or beneficiaries designated by the
Participant, or in the absence of any such designation, to his estate in a lump
sum distribution, unless the Administrator consents to installments.


 


                13.  PAYMENT IN THE EVENT OF DISABILITY.  If a person entitled to any payment hereunder shall be under a
legal disability, or in the sole judgment of the Administrator shall otherwise
be unable to apply such payment to his own interest and advantage, the
Administrator in the exercise of its discretion may direct the Company to make
any such payment in any one (1) or more of the following ways:


 


                                (a) Directly to
such person;


 


                                (b) To his legal
guardian or conservator; or


 


                                (c) To his
spouse or to any person charged with his support;


 


to
be expended for the benefit of Participant. The decision of the Administrator
shall in each case be final and binding upon all persons in interest. Any such
payment shall completely discharge the obligations of the Administrator and
Company with regard to such payment.


 


                14.  ASSIGNMENT.  No
Participant or beneficiary of a Participant shall have any right to assign,
pledge, hypothecate, anticipate or in any way create a lien upon any amounts payable
hereunder. No amounts payable hereunder shall be subject to assignment or
transfer or otherwise be alienable, either by voluntary or involuntary act or
by operation of law, or subject to attachment, execution, garnishment,
sequestration or other seizure under any legal, equitable or other process, or
be liable in any way for the debts or defaults of Participants and their
beneficiaries, except to the extent permitted by applicable law and pursuant to
the Administrator’s receipt and approval of a “qualified domestic relations
order.”


 


                15.  WITHHOLDING.  Any taxes
required to be withheld from deferrals or payments to Participants hereunder
shall be deducted and withheld by the Company.


 


                16.  AMENDMENT AND TERMINATION. 
This Plan may be amended in whole or in part by action of the
Administrator and may be terminated at any time by action of the Administrator;
provided, however, that no such amendment or termination shall reduce any
amount credited hereunder to the extent such amount


 


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was
credited prior to the date of amendment or termination; and provided, further,
that the duties and liabilities of the members of the Administrator hereunder
shall not be increased without their consent.


 


                17.  RIGHTS OF PARTICIPANTS. 
The Company’s sole obligation to Participants and their beneficiaries
shall be to make payment as provided hereunder. All payments shall be made from
the general assets of the Company, and no Participant shall have any right
hereunder to any specific assets of the Company or to be retained in the
employment of the Company. All amounts of compensation allocated under this
Plan, any property purchased therewith and all income attributable thereto
shall remain the property and rights of the Company subject to the claims of
the Company’s general creditors.


 


                18.  BINDING PROVISIONS.  All
of the provisions of this Plan shall be binding upon all persons who shall be
entitled to any benefits hereunder, and their heirs, and personal
representatives.


 


                19.  EFFECTIVE DATE.  This Plan
shall be effective December 31, 1995.


 


                20.  GOVERNING LAW.  This Plan
and all determinations made and actions taken pursuant hereto shall, to the
extent not preempted by ERISA, be governed by the law of the State of California
and construed accordingly.


 


                21.  SEVERABILITY.  If any
provision of this Plan is held to be unenforceable for any reason, it shall be
adjusted rather than voided, if possible, in order to achieve the intent of the
parties to the extent possible. In any event, all other provisions of this Plan
shall be deemed valid and enforceable to the full extent possible.


 


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