EXHIBIT 10.1
WESTAFF, INC.
2006 STOCK INCENTIVE PLAN
1.
PURPOSES OF THE PLAN. THE PURPOSES OF
THIS PLAN ARE TO ATTRACT AND RETAIN THE BEST AVAILABLE PERSONNEL, TO PROVIDE
ADDITIONAL INCENTIVES TO EMPLOYEES AND DIRECTORS AND TO PROMOTE THE SUCCESS OF
THE COMPANY'S BUSINESS.
2.
DEFINITIONS. THE FOLLOWING DEFINITIONS
SHALL APPLY AS USED HEREIN AND IN THE INDIVIDUAL AWARD AGREEMENTS EXCEPT AS
DEFINED OTHERWISE IN AN INDIVIDUAL AWARD AGREEMENT. IN THE EVENT A TERM IS
SEPARATELY DEFINED IN AN INDIVIDUAL AWARD AGREEMENT, SUCH DEFINITION SHALL
SUPERCEDE THE DEFINITION CONTAINED IN THIS SECTION 2.
(A)
"ADMINISTRATOR" MEANS THE BOARD.
(B)
"AFFILIATE" AND "ASSOCIATE" SHALL HAVE THE
RESPECTIVE MEANINGS ASCRIBED TO SUCH TERMS IN RULE 12B-2 PROMULGATED UNDER THE
EXCHANGE ACT.
(C)
"APPLICABLE LAWS" MEANS THE LEGAL
REQUIREMENTS RELATING TO THE PLAN AND THE AWARDS UNDER APPLICABLE PROVISIONS OF
FEDERAL SECURITIES LAWS, STATE CORPORATE AND SECURITIES LAWS, THE CODE, THE
RULES OF ANY APPLICABLE STOCK EXCHANGE OR NATIONAL MARKET SYSTEM, AND THE
RULES OF ANY NON-U.S. JURISDICTION APPLICABLE TO AWARDS GRANTED TO RESIDENTS
THEREIN.
(D)
"ASSUMED" MEANS THAT PURSUANT TO A CORPORATE
TRANSACTION EITHER (I) THE AWARD IS EXPRESSLY AFFIRMED BY THE COMPANY OR
(II) THE CONTRACTUAL OBLIGATIONS REPRESENTED BY THE AWARD ARE EXPRESSLY ASSUMED
(AND NOT SIMPLY BY OPERATION OF LAW) BY THE SUCCESSOR ENTITY OR ITS PARENT IN
CONNECTION WITH THE CORPORATE TRANSACTION WITH APPROPRIATE ADJUSTMENTS TO THE
NUMBER AND TYPE OF SECURITIES OF THE SUCCESSOR ENTITY OR ITS PARENT SUBJECT TO
THE AWARD AND THE EXERCISE OR PURCHASE PRICE THEREOF WHICH AT LEAST PRESERVES
THE COMPENSATION ELEMENT OF THE AWARD EXISTING AT THE TIME OF THE CORPORATE
TRANSACTION AS DETERMINED IN ACCORDANCE WITH THE INSTRUMENTS EVIDENCING THE
AGREEMENT TO ASSUME THE AWARD.
(E)
"AWARD" MEANS THE GRANT OF AN OPTION, SAR,
DIVIDEND EQUIVALENT RIGHT, RESTRICTED STOCK, RESTRICTED STOCK UNIT OR OTHER
RIGHT OR BENEFIT UNDER THE PLAN.
(F)
"AWARD AGREEMENT" MEANS THE WRITTEN
AGREEMENT EVIDENCING THE GRANT OF AN AWARD EXECUTED BY THE COMPANY AND THE
GRANTEE, INCLUDING ANY AMENDMENTS THERETO.
(G)
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE
COMPANY.
(H)
"CAUSE" MEANS, WITH RESPECT TO THE
TERMINATION BY THE COMPANY OR A RELATED ENTITY OF THE GRANTEE'S CONTINUOUS
SERVICE, THAT SUCH TERMINATION IS FOR "CAUSE" AS SUCH TERM IS EXPRESSLY DEFINED
IN A THEN-EFFECTIVE WRITTEN AGREEMENT BETWEEN THE GRANTEE AND THE COMPANY OR
SUCH RELATED ENTITY, OR IN THE ABSENCE OF SUCH THEN-EFFECTIVE WRITTEN AGREEMENT
AND DEFINITION, IS BASED ON, IN THE DETERMINATION OF THE ADMINISTRATOR, THE
GRANTEE'S:
(I) PERFORMANCE OF ANY ACT OR FAILURE TO PERFORM ANY ACT IN BAD
FAITH AND TO THE DETRIMENT OF THE COMPANY OR A RELATED ENTITY; (II) DISHONESTY,
INTENTIONAL MISCONDUCT OR MATERIAL BREACH OF ANY AGREEMENT WITH
1
THE COMPANY OR A RELATED ENTITY; OR (III) COMMISSION OF A CRIME INVOLVING
DISHONESTY, BREACH OF TRUST, OR PHYSICAL OR EMOTIONAL HARM TO ANY PERSON.
(I)
"CHANGE IN CONTROL" MEANS A CHANGE IN
OWNERSHIP OR CONTROL OF THE COMPANY EFFECTED THROUGH EITHER OF THE FOLLOWING
TRANSACTIONS:
(I)
THE DIRECT OR INDIRECT