Exhibit
10.22


 


ROBERT HALF INTERNATIONAL INC.


 


Stock Option Plan for Field Employees


 


(As Amended and Restated
Effective July 24, 2002)


 


                1.             Purposes.  The principal purposes of the Robert Half
International Inc. Stock Option Plan for Field Employees (the “Plan”) are:  (a) to improve individual employee
performance by providing long-term incentives and rewards to employees of the
Company, (b) to assist the Company in attracting, retaining and motivating
employees with experience and ability, and (c) to associate the interests of
such employees with those of RHII’s stockholders.


 


                2.             Definitions.  Unless the context clearly indicates
otherwise, the following terms, when used in this Plan, shall have the meanings
set forth below:


 


                (a) “Common Stock”
or “Stock” means RHII Common Stock, par value $.001 per share.


 


                (b)
“Administrator” means the Board of Directors of RHII or a committee of one or
more directors appointed by the Board.


 


                (c) “Company”
means Robert Half International Inc., its divisions and direct and indirect
subsidiaries.


 


                (d) “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


                (e) “Fair Market
Value” means the closing sales price on the New York Stock Exchange or the
NASDAQ National Market System, as the case may be, on the date the value is to
be determined as reported in The Wall Street Journal (Western
Edition).  If there are no trades on
such date, the closing price on the latest preceding business day upon which
trades occurred shall be the Fair Market Value.  If the Stock is not listed in the New York Stock Exchange or
quoted on the NASDAQ National Market System, the Fair Market Value shall be
determined in good faith by the Administrator.


 


                (f) “Grant Date”
means the effective date on which an Option is granted under the Plan.


 


                (g) “Option” or
“Stock Option” means a right granted under the Plan to an Optionee to purchase
shares of Common Stock at a fixed price for a specified period of time.


 


                (h) “Option Price”
means the price at which a share of Common Stock covered by an Option granted
hereunder may be purchased.


 

















 


                (i) “Optionee”
means an eligible employee of or consultant to the Company who has received a
Stock Option granted under the Plan.


 


                (j) “RHII” means
Robert Half International Inc., a Delaware corporation.


 


                2.             Administration.  The Plan shall be administered by the
Administrator, which shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements, guidelines
and instruments for the administration of the Plan as the Administrator deems
necessary or advisable.  The
Administrator’s powers include, but are not limited to (subject to the specific
limitations described herein), authority to determine the employees to be
granted Options under the Plan, determine the size and applicable terms and
conditions of grants to be made to such employees, determine the time when
Options will be granted and authorize grants to eligible employees.  Any guidelines that may be adopted from time
to time by the Administrator shall be advisory only and shall not be binding
upon the Administrator.


 


                The
Administrator’s interpretations of the Plan, and all actions taken and
determinations made by the Administrator concerning any matter arising under or
with respect to the Plan or any Options granted hereunder, shall be final,
binding and conclusive on all interested parties.  To the extent permitted by applicable law, the Administrator may
delegate authority to one or more individuals or subcommittees, such delegation
to be subject to such terms and conditions as the Administrator in its
discretion shall determine.  The
Administrator may as to all questions of accounting rely conclusively upon any
determinations made by the independent public accountants of the Company.


 


                3.             Stock Available for Options.  The shares that may be delivered or
purchased under the Plan shall not exceed an aggregate of 22,140,000 shares of
Common Stock, subject to any adjustments which may be made pursuant to Section
10 hereof.  Shares of Stock used for
purposes of the Plan may be either shares of authorized but unissued Common
Stock or treasury shares or both.  Stock
covered by Options which have terminated or expired prior to exercise or have
been surrendered or cancelled shall be available for further option hereunder.


 


                4.             Eligibility.  All those employees of or consultants to the
Company as shall be determined from time to time by the Administrator shall be
eligible to participate in the Plan, provided, however, that no individual who
is subject to Section 16 of the Exchange Act with respect to transactions in
the Company’s securities may be granted an option.


 


                5.             Terms and Conditions of Options.  Each Option granted hereunder shall be in
writing and shall contain such terms and conditions as the Administrator may
determine, subject to the following:


 


                (a) Price.  The Option Price shall be not less than 85%
of the Fair Market Value of Common Stock on the Grant Date.


 

















 


                (b) Term and
Exercise Dates.  Options granted
hereunder shall have a term of no longer than ten years from the Grant Date. A
grant of Options may vest and become exercisable in installments; provided,
however, that no Option shall become exercisable until six months following the
Grant Date of such Option.  However,
Stock Options must be exercised for full shares of Common Stock.  To the extent that Stock Options are not
exercised when they become initially exercisable, they shall be carried forward
and be exercisable until the expiration of the term of such Stock Options,
subject to the provisions of Section 5(e) and 9 hereof.  An option granted to an eligible employee
pursuant to this Plan shall automatically expire if, within six months after
its grant, the recipient of such option becomes subject to Section 16 of the
Exchange Act with respect to transactions in the Company’s securities.


 


                (c) Exercise of
Option.  To exercise an Option, the
holder thereof shall give notice of his or her exercise to the Company,
specifying the number of shares of Common Stock to be purchased and identifying
the specific Options that are being exercised. 
From time to time the Administrator may establish procedures relating to
effecting such exercises.  No fractional
shares shall be issued as a result of exercising an Option.  An Option is exercisable during an
Optionee’s lifetime only by the Optionee or Optionee’s guardian or legal
representative.


 


                (d) Payment of
Option Price.  The purchase price
for Options being exercised must be paid in full at time of exercise.  Payment shall be by cash or check. In
addition, in order to enable the Company to meet any applicable foreign,
federal (including FICA), state and local withholding tax requirements, an
Optionee shall also be required to pay the amount of tax to be withheld.  No share of stock will be delivered to any
Optionee until all such amounts have been paid.  In the event that withholding taxes are not paid within the
specified time period, to the extent permitted by law the Company shall have
the right, but not the obligation, to cause such withholding taxes to be
satisfied by reducing the number of shares of stock deliverable or by
offsetting such withholding taxes against amounts otherwise due from the
Company to the Optionee.  If withholding
taxes are paid by reduction of the number of shares deliverable to Optionee,
such shares shall be valued at the Fair Market Value as of the date of
exercise.


 


                (e) Effect of
Termination of Employment or Service. 
(1)  All Options then held by the
Optionee which are exercisable at the date of termination of employment or
service shall continue to be exercisable by the Optionee, or, if applicable,
Optionee’s estate, until the earlier of 30 days after such date or the
expiration of such Options in accordance with their terms, unless the
Administrator shall determine otherwise. 
All Options which are not exercisable at the date of termination of
employment or service shall automatically terminate and lapse, unless the
Administrator shall determine otherwise. 
Notwithstanding the foregoing, if exercise of an Option during the
30-day period described in the first sentence would subject the Optionee to
liability under Section 16 of the Exchange Act, such Option shall be
exercisable until the earliest of (a) its normal termination date and (b) seven
months after the last transaction in Common Stock by the Optionee prior to
termination.

















 


                (2)  Notwithstanding anything in Section 5(e)(1)
hereof to the contrary, if an Optionee’s employment shall terminate by reason
of Retirement (as defined herein), then any New Option held by such Optionee
outstanding on the date of termination of employment shall remain outstanding
until the earliest of (a) its exercise, (b) its original option term, (c) its
forfeiture pursuant to Section 5(f) hereof, or (d) its buy out pursuant to
Section 9 hereof, unless otherwise determined by the Administrator at the time
of grant.  Any vesting or other passage
of time requirements relating to exercisability of the New Option shall remain
in effect, unless otherwise determined by the Administrator at the time of
grant.  As used herein, Retirement shall
mean any voluntary termination by Optionee of employment with Company on or
after the later to occur of (a) Optionee’s 55th birthday, or (b) the
20th anniversary of Optionee’s first day of service with the Company as a
full-time employee.  As used herein, New
Option shall refer to any Option granted on or after May 3, 2001.


 


                (f) Misconduct.  In the event that the Administrator
determines in good faith that an Optionee has (i) used for profit, or
materially harmed the Company by disclosing to unauthorized persons,
confidential information or trade secrets of the Company, (ii) materially
breached any contract with, or materially violated any fiduciary obligation to,
the Company, or (iii) engaged in unlawful trading in the securities of RHII or
of another company based on nonpublic information gained as a result of that
Optionee’s employment with the Company, then, effective as of the date notice
of such misconduct is given by the Administrator to the Optionee, that Optionee
shall forfeit all rights to any unexercised Options granted under the Plan and
all of that Optionee’s outstanding Options shall automatically terminate and
lapse, unless the Administrator shall determine otherwise.


 


                (g) Nontransferability
of Options.  During an Optionee’s
lifetime, his or her Options shall not be transferrable and shall only be
exercisable by the Optionee and any purported transfer shall be null and
void.  Options are not transferable
except by will or by the laws of descent and distribution.


 


                6.             Amendment.  The Administrator may, at any time, amend,
suspend or terminate the Plan, in whole or in part, provided that no such
action shall adversely affect any rights or obligations with respect to any
grants theretofore made hereunder.  The
Administrator may amend the terms and conditions of outstanding Options,
provided, however, that (i) no such amendment shall be adverse to the holders
of the Options, (ii) no such amendment shall extend the term of an Option, and
(iii) the amended terms of the Option would be permitted under this Plan.


 


                7.             Foreign Employees.  Without amending the Plan, the Administrator
may grant Options to eligible employees or consultants who are foreign
nationals on such terms and conditions different from those specified in this
Plan as may in the judgment of the Administrator be necessary or desirable to
foster and promote achievement of the purposes of the Plan, and, in furtherance
of such purposes the Administrator may make such modifications, amendments,
procedures, subplans and the like as may be necessary 


 

















 


or advisable to comply with provisions of laws in other countries in
which the Company operates or has employees.


 


                8.             Registration, Listing and
Qualification of Shares.  Each
Option shall be subject to the requirement that if at any time the
Administrator shall determine that the registration, listing or qualification
of the shares covered thereby upon any securities exchange or under any
foreign, federal, state or local law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or
in connection with, the granting of such Option or the purchase of shares
thereunder, no such Option may be exercised unless and until such registration,
listing, qualification, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Administrator.  Any person exercising an Option shall make
such representations and agreements and furnish such information as the
Administrator may request to assure compliance with the foregoing or any other
applicable legal requirements.  RHII
shall use its reasonable best efforts to cause shares issued hereunder to be
registered under the Securities Act of 1933, as amended.


 


                9.             Buy Out of Option Gains.  The Administrator shall have the right to
elect, in its sole discretion and without the consent of the holder thereof
(subject to the last sentence of this paragraph), to cancel the exercisable
portion of any Option and pay to the Optionee the excess of the Fair Market
Value of the shares of Common Stock covered by such cancelled portion of the
Option over the Option Price of such cancelled portion of the Option at the
date the Administrator provides written notice (the “Buy Out Notice”) of its
intention to exercise such right.  Buy
outs pursuant to this provision shall be effected by RHII as promptly as
possible after the date of the Buy Out Notice. 
Payments of buy out amounts may be made in cash, in shares of Common
Stock, or partly in cash and partly in Common Stock, as the Administrator deems
advisable.  To the extent payment is
made in shares of Common Stock, the number of shares shall be determined by
dividing the amount of the payment to be made by the Fair Market Value of a
share of Common Stock at the date of the Buy Out Notice.  In no event shall RHII be required to
deliver a fractional share of Common Stock in satisfaction of this buy out
provision.  Payments of such buy out
amounts shall be made net of any applicable foreign, federal (including FICA),
state and local withholding taxes. 
Notwithstanding the foregoing, no buy out may be effected (a) until at
least six months after the Grant Date of the subject option, and (b) without
the consent of the Optionee if the Optionee is generally required to file
reports pursuant to Section 16(a) of the Exchange Act with respect to his
transactions in the Common Stock.


 


                10.           Adjustment for Change in Stock
Subject to Plan.  In the event of
any change in the outstanding shares of Common Stock by reason of any stock
split, stock dividend, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change, such equitable
adjustments may be made in the Plan and the Options granted hereunder as the
Administrator determines are necessary or appropriate, including, if necessary,
an adjustment in the number of shares and prices per share applicable to
Options then outstanding and in the number of shares which are 


 

















 


reserved for issuance under the Plan. 
Any such adjustment shall be conclusive and binding for all purposes of
the Plan.


 


                11.           No Rights to Options or Employment.  No employee or other person shall have any
claim or right to be granted an Option under the Plan.  Receipt of an Option under the Plan shall
not give an Optionee any rights to receive any other grant under the Plan.  An Optionee shall have no rights to or
interest in any Option except as set forth herein.  Neither the Plan nor any action taken hereunder shall be
construed as giving any Optionee any right to be retained in the employ or
service of the Company.


 


                12.           Rights as Shareholder.  An Optionee under the Plan shall have no
rights as a holder of Common Stock with respect to Options granted hereunder,
unless and until certificates for shares of Common Stock are issued to such
Optionee.


 


                13.           Other Actions.  This Plan shall not restrict the authority
of the Administrator or of RHII, for proper corporate purposes, to grant or
assume stock options, other than under the Plan, to or with respect to any
employee or other person.


 


                14.           Costs and Expenses.  Except as provided in Section 5(d) hereof
with respect to taxes, the costs and expenses of administering the Plan shall
be borne by RHII and shall not be charged to any grant nor to any employee
receiving a grant.


 


                15.           Plan Unfunded.  The Plan shall be unfunded.  Except for reserving a sufficient number of
authorized shares to the extent required by law to meet the requirements of the
Plan, RHII shall not be required to establish any special or separate fund or
to make any other segregation of assets to assure the payment of any grant
under the Plan.


 


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


 


                17.           Indemnification of Administrator.  Members of the group constituting the
Administrator, and any person acting pursuant to a delegation of authority
therefrom, shall be indemnified for actions with respect to the Plan to the
fullest extent permitted by the Certificate of Incorporation, as amended, and
the By-laws of the Company and by the terms of any indemnification agreement
that has been or shall be entered into from time to time between the Company
and any such persons.