17th Amendment to Employment Agreement

16th Amendment to Employment Agreement

15th Amendment to Employment Agreement

13th Amendment to Employment Agreement

12th Amendment to Employment Agreement

11th Amendment to Employment Agreement

10th Amendment to Employment Agreement

9th Amendment to Employment Agreement

8th Amendment to Employment Agreement

Amended and Restated Severance Agreement

 

 

EX-10.2 2 dex102.htm EMPLOYMENT AGREEMENT - HAROLD M. MESSMER, JR.

Exhibit 10.2

Seventeenth Amendment to Employment Agreement

This Seventeenth Amendment to Employment Agreement (the “Amendment”) is made and entered into as of February 9, 2011, by and between Robert Half International Inc. (formerly Boothe Financial Corporation), a Delaware corporation, (“Corporation”) and Harold M. Messmer, Jr. (the “Officer”).

WHEREAS, Corporation and Officer have entered into an employment agreement, dated as of October 2, 1985, which has been amended previously (the “Employment Agreement”).

WHEREAS, Corporation and Officer also wish to make certain amendments to the Employment Agreement.

NOW, THEREFORE, the Corporation and Officer agree that the Employment Agreement is further amended as follows:

1. Section 2.1(d) of the Employment Agreement is hereby amended by deleting “July 29, 2008, (‘Option Plan’)” and inserting “the date hereof and as such plan may be subsequently amended” in its place.

2. Section 4.5 of the Employment Agreement is hereby amended by deleting “or by virtue of Officer’s exercise of a Limited Right under the Option Plan upon a Change in Control.”

3. In all other respects, the Employment Agreement as previously amended is hereby ratified and confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, Corporation and Officer hereto have executed this Amendment effective as of the date first written above.

 

ROBERT HALF INTERNATIONAL INC.

 

 

HAROLD M. MESSMER, JR.

By:

 

 

 

 

 

 

M. Keith Waddell

 

 

 

 

Vice Chairman and President

 

 

 

 

 

EX-10.5 6 dex105.htm AMENDMENT TO EMPLOYMENT AGREEMENT - HAROLD M. MESSMER, JR.

EXHIBIT 10.5

SIXTEENTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Sixteenth Amendment to Employment Agreement (the “Amendment”) is made and entered into as of July 29, 2008, by and between Robert Half International Inc. (formerly Boothe Financial Corporation), a Delaware corporation, (the “Corporation”) and Harold M.Messmer, Jr. (the “Officer”).

WHEREAS, the Corporation and the Officer have entered into an employment agreement, dated as of October 2, 1985, which has been amended previously (the “Employment Agreement”).

WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and the Treasury regulations promulgated thereunder prescribe new Federal tax rules that govern certain payments and benefits made under the Employment Agreement.

NOW, THEREFORE, the Corporation and Officer agree that the Employment Agreement is further amended as follows:

1. Section 2.1(d) of the Employment Agreement is hereby amended to read in its entirety as follows:

(d) “Termination Upon a Change in Control” shall mean a termination by Officer, in his discretion, of Officer’s employment with Corporation within one year following a “Change in Control” as defined in the Corporation’s Stock Incentive Plan, as in effect on July 29, 2008, (“Option Plan”).”

2. Section 4.1 of the Employment Agreement is hereby amended to read in its entirety as follows:

4.1 Severance Compensation. In the event Officer’s employment is terminated in a Termination Other Than For Cause or a Termination Upon a Change in Control, Officer shall be paid as severance compensation (a) the lump-sum present value of the amount he would have received if Base Salary (at the rate payable at the time of such termination) had been paid through the term of this Agreement and any extensions thereof plus (b) the lump-sum present value of the amount he would have received if a yearly bonus in an amount equal to the annual cash bonus paid (or to be paid) to Officer with respect to the last full calendar year completed prior to the Termination had been paid yearly over the term of this Agreement and any extensions thereof. Such present value shall be determined as of the date of termination and shall be based on a discount rate equal to the interest rate on 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of termination. To the extent required by Section 409A, if Officer is a Specified Employee (as such term is defined from time to time by Section 409A and the rules and regulations thereunder), this lump sum shall be paid no earlier than (a) six months following Separation from Service (as such term is defined from time to time by Section 409A and the rules and regulations thereunder), or such alternate date as future modifications or amendments to Section 409A and the rules and regulations thereunder may specify or (b) if earlier, Officer’s date of death, and no later than ten business days thereafter.”

3. Section 4.4 of the Employment Agreement is hereby amended to read in its entirety as follows:

4.4 Disability Benefits. In the event of termination of Officer’s employment by reason of disability pursuant to Section 2.5, Corporation shall pay to Officer a cash lump sum equal to the excess, if any, of (i) 75% of the total Base Salary (at the rate payable at the time of termination) that would have been paid Officer from the date of such termination through the term of this Agreement and extensions thereof, over(ii) the total amounts received or to be received by Officer from long-term disability insurance carried by Corporation with respect to the period extending from the date of such termination through the term of this Agreement and any extensions thereof. In the event of a termination of Officer’s employment by reason of disability pursuant to Section 2.5, Officer shall continue to participate in all plans and programs of the Corporation referred to in Section 3.3.1 hereof to the extent that such continued participation is possible under applicable law and the terms and provisions of such plans and programs. To the extent required by Section 409A, if Officer is a Specified Employee (as such term is defined from time to time by Section 409A and the rules and regulations thereunder), this lump sum shall be paid no earlier than (a) six months following Separation


from Service (as such term is defined from time to time by Section 409A and the rules and regulations thereunder), or such alternate date as future modifications or amendments to Section 409A and the rules and regulations thereunder may specify or (b) if earlier, Officer’s date of death, and no later than ten business days thereafter. For the avoidance of doubt, to the extent that the disability qualifies as a disability within the meaning of Section 409A(a)(2)(C) of the Code, the six-month delay referred to in the immediately-preceding sentence shall not apply.”

4. In all other respects, the Employment Agreement as previously amended is hereby ratified and confirmed and shall remain in full force and effect.


IN WITNESS WHEREOF, the Corporation and Officer hereto have executed this Amendment effective as of the date first written above.

 

ROBERT HALF INTERNATIONAL INC.

  

HAROLD M. MESSMER, JR.

By:

 

/s/    M. KEITH WADDELL        

  

/s/    HAROLD M. MESSMER, JR.        

 

M. Keith Waddell

Vice Chairman and President

  

 

 


Exhibit 10.1


Fifteenth Amendment to Employment Agreement

        This Fifteenth Amendment to Employment Agreement is made and entered into as of February 24, 2004, by and between Robert Half International Inc. (formerly Boothe Financial Corporation), a Delaware corporation, ("Corporation") and Harold M. Messmer, Jr. ("Officer").

        WHEREAS, the Corporation and Mr. Messmer have entered into an Employment Agreement dated as of October 2, 1985, which has subsequently been amended (the "Employment Agreement").

        WHEREAS, Section 1 of the Employment Agreement provides that Mr. Messmer shall serve as Chairman of the Board of Directors, President and Chief Executive Officer of the Corporation.

        WHEREAS, Mr. Messmer has recommended to the Board of Directors of the Corporation that, in light of recent changes in the structure and operation of the Corporation, it would be desirable for the Corporation to establish an Office of the President consisting of one or more individuals.

        WHEREAS, Mr. Messmer has recommended to the Board of Directors that, in connection with the establishment of the Office of the President, he relinquish the President title but remain Chairman of the Board of Directors and Chief Executive Officer.

        WHEREAS, the Board of Directors has accepted Mr. Messmer's recommendation.

        WHEREAS, the parties therefore wish to amend Section 1 of the Employment Agreement to delete the requirement that Mr. Messmer serve as President, but to make no other changes therein.

        NOW, THEREFORE, the parties hereto agree as follows:

        1.     Section 1 of the Employment Agreement is hereby amended to read in its entirety as follows:

        "1.   Duties.    During the term of this Agreement, Officer agrees to be employed and to serve the Corporation as its Chairman of the Board of Directors and Chief Executive Officer, and Corporation agrees to employ and retain Officer in such capacities. Officer shall devote such of his business time, energy, and skill to the affairs of Corporation as shall be necessary to perform the duties of such positions. Officer shall report only to Corporation's Board of Directors and at all times during the term of this Agreement shall have powers and duties at least commensurate with his position as Chairman of the Board and Chief Executive Officer of Corporation. Officer's principal place of business with respect to his services to Corporation shall be within 60 miles of San Francisco, California."

        2.     In all other respects, the Employment Agreement is hereby ratified and confirmed and shall remain in full force and effect.

        IN WITNESS WHEREOF, the parties hereto have executed this agreement effective as of the day and year first written above.

 

 

ROBERT HALF INTERNATIONAL INC.


 


 


By


 


/s/  M. KEITH WADDELL      


 

 

 

 

M. Keith Waddell
Vice Chairman of the Board
President and
Chief Financial Officer


 


 


 


 


/s/  HAROLD M. MESSMER, JR.      


 

 

 

 

Harold M. Messmer, Jr.


 

 

 EXHIBIT 10.2

 

 

 

                                                               EXHIBIT 10.2

 

               THIRTEENTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

 

 

     This Thirteenth Amendment to Employment Agreement is made and entered

into as of January 1, 1999, by and between Robert Half International Inc.

(formerly Boothe Financial Corporation), a Delaware corporation,

("Corporation") and Harold M. Messmer, Jr. ("Officer").

 

     1.   The Employment Agreement dated as of October 2, 1985, as amended,

between Corporation and Officer (the "Employment Agreement") is hereby

amended to add the following Section 4.6 thereto:

 

                "4.6  MEDICAL BENEFITS. In the event of a termination of

                 Officer's employment on or after the later to occur of (a)

                 Officer's 55th birthday of (b) the 20th anniversary of

                 Officer's first day of service with the Corporation as a

                 director or full-time employee, other than a Termination

                 for Cause, Officer and his then current wife shall each

                 continue to participate until his or her death, at the

                 Corporation's expense, in whatever healthcare plan may be

                 maintained by the Corporation from time to time for its

                 then current employees as if Officer were still a full

                 time employee of the Corporation."

 

     2.   In all other respects, the Employment Agreement is hereby ratified

and confirmed.

 

     IN WITNESS WHEREOF, the parties hereto have executed this agreement

effective as of the day and year first written above.

 

                                            ROBERT HALF INTERNATIONAL INC.

 

 

                                            By   /s/ M. KEITH WADDELL

                                              -------------------------------

                                               M. Keith Waddell

                                               Senior Vice President

 

                                                 /s/ HAROLD M. MESSMER, JR.

                                              -------------------------------

                                               Harold M. Messmer, Jr.

 

 

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EXHIBIT 10.2

 

 

 

 

                                                                 Exhibit 10.2

 

                   TWELFTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

     This Twelfth Amendment to Employment Agreement is made and entered into

as of January 1, 1998, by and between Robert Half International Inc. (formerly

Boothe Financial Corporation), a Delaware corporation, ("Corporation") and

Harold M. Messmer, Jr. ("Officer").

 

     1.  The last sentence of Section 3.1 of the Employment Agreement dated

as of October 2, 1985, as amended, between Corporation and Officer (the

"Employment Agreement") is hereby amended to read in its entirety as follows:

 

     "Effective as of January 1, 1998, the Base Salary shall in no event be

     less than $525,000 per annum."

 

     2.  In all other respects, the Employment Agreement is hereby ratified

and confirmed.

 

     IN WITNESS WHEREOF, the parties hereto have executed this agreement

effective as of the day and year first written above.

 

 

                                          ROBERT HALF INTERNATIONAL INC.

 

                                          By /s/ M. Keith Waddell

                                            ----------------------------------

                                            M. Keith Waddell

                                            Senior Vice President

 

 

                                            /s/ Harold M. Messmer, Jr.

                                            ----------------------------------

                                            Harold M. Messmer, Jr.

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EX-10.2

 

 

 

 

                                                                    EXHIBIT 10.2

 

                   ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

     This Eleventh Amendment to Employment Agreement is made and entered into

as of January 1, 1997, by and between Robert Half International Inc.

(formerly Boothe Financial Corporation), a Delaware corporation,

("Corporation") and Harold M. Messmer, Jr. ("Officer").

 

     1.  Section 2.1(d) of the Employment Agreement is amended by replacing

the words "Section 8.1 of Corporation's 1985 Stock Option Plan ("Option

Plan")" with the words "the Corporation's 1993 Incentive Plan".

 

     2.  The last sentence of Section 3.1 of the Employment Agreement dated

as of October 2, 1985, as amended, between Corporation and Officer (the

"Employment Agreement") is hereby amended to read in its entirety as follows:

 

     "Effective as of January 1, 1997, the Base Salary shall in no event be

     less than $500,000 per annum."

 

     3.  Section 3.2 of the Employment Agreement is amended by deleting the

words "of up to 100% of Officer's Base Salary".

 

     4.  Section 3.4 of the Employment Agreement is amended by replacing the

words "Option Plan" with the words "1985 Stock Option Plan ("Option Plan")".

 

     5.  In all other respects, the Employment Agreement is hereby ratified

and confirmed.

 

     IN WITNESS WHEREOF, the parties hereto have executed this agreement

effective as of the day and year first written above.

 

                                        ROBERT HALF INTERNATIONAL INC.

 

 

                                        By  /s/ M. Keith Waddell

                                          -----------------------------

                                            M. Keith Waddell

                                            Senior Vice President

 

 

                                            /s/ Harold M. Messmer, Jr.

                                        -------------------------------

                                            Harold M. Messmer, Jr.

 

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EXHIBIT 10.7

 

 

 

                                                                    EXHIBIT 10.7

 

                    TENTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

    This  Tenth Amendment to Employment Agreement is made and entered into as of

January 1, 1996, by and between Robert Half International Inc. (formerly  Boothe

Financial  Corporation), a  Delaware corporation, ("Corporation")  and Harold M.

Messmer, Jr. ("Officer").

 

    1.  The last sentence of Section 3.1 of the Employment Agreement dated as of

October 2, 1985, as  amended, between Corporation  and Officer (the  "Employment

Agreement") is hereby amended to read in its entirety as follows:

 

        "Effective  as of January 1, 1996, the  Base Salary shall in no event be

        less than $387,122 per annum."

 

    2.  In all other respects,  the Employment Agreement is hereby ratified  and

confirmed.

 

    IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  agreement

effective as of the day and year first written above.

 

                                          ROBERT HALF INTERNATIONAL INC.

                                          By:        /S/ M. KEITH WADDELL

 

                                             -----------------------------------

                                                      M. Keith Waddell

                                                    Senior Vice President

 

                                                 /S/ HAROLD M. MESSMER, JR.

 

                                             -----------------------------------

                                                   Harold M. Messmer, Jr.

 

 

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EXHIBIT 10.1

 

 

 

 

                                                                    Exhibit 10.1

 

                      NINTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

     This Ninth Amendment to Employment Agreement is made and entered into by

and between Robert Half International Inc. (formerly Boothe Financial

Corporation), a Delaware corporation, ("Corporation") and Harold M. Messmer, Jr.

("Officer").

 

     1.   The Employment Agreement dated as of October 2, 1985, as amended,

between Corporation and Officer (the "Employment Agreement") is hereby amended

as follows:

 

     (a)  Section 3.1 is amended to read in its entirety as follows:

 

     "3.1  BASE SALARY.  As payment for the services to be rendered by Officer

     as provided in Section 1 and subject to the terms and conditions of Section

     2, Corporation agrees to pay to Officer a "Base Salary", in equal semi-

     monthly installments, as determined by the Board of Directors.  Effective

     as of January 1, 1995, the Base Salary shall in no event be less than

     $375,847 per annum."

 

     (b)  Section 3.6 is deleted.

 

     2.  In all other respects, the Employment Agreement is hereby ratified and

confirmed.

 

     IN WITNESS WHEREOF, the parties hereto have executed this agreement on

April 25, 1995.

 

 

                                                  ROBERT HALF INTERNATIONAL INC.

 

 

                                                  By   M. KEITH WADDELL

                                                    -------------------------

                                                       M. Keith Waddell

                                                       Senior Vice President,

                                                       and Chief Financial

                                                       Officer

 

 

 

                                                       HAROLD M. MESSMER, JR.

                                                     ------------------------

                                                       Harold M. Messmer, Jr.

 

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EXHIBIT 10-7  8TH AMENDMENT

 

 

 

 

                                                                    EXHIBIT 10.7

 

                    EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT

 

     This Eighth Amendment to Employment Agreement is made and entered into as

of December 23, 1993, by and between Robert Half International Inc. (formerly

Boothe Financial Corporation), a Delaware corporation, ("Corporation") and

Harold M. Messmer, Jr. ("Officer").

 

     The Employment Agreement dated as of October 2, 1985, as amended, between

Corporation and Officer (the "Employment Agreement") is hereby amended as

follows:

 

     1.   The first sentence of Section 3.6 of the Employment Agreement is

amended, effective as of the date hereof, by inserting "subsequent to January 1,

1996" after "Upon the written request of Officer" and before ", but".

 

     2.   Amendment No. 7 to the Employment Agreement is hereby rescinded,

effective June 1, 1993.

 

     3.   Effective June 1, 1993, Section 3.1 of the Employment Agreement is

amended by deleting "$345,000" in both places that such amount occurs and

replacing such amount with "$362,000".

 

     4.   Effective January 1, 1994, Section 3.1 of the Employment Agreement is

amended by deleting "$362,000" in both places that such amount occurs and

replacing such amount with "$364,900".

 

     5.   The parties hereto acknowledge that the effect of Sections 2, 3, and 4

hereof is to cause Officer's base salary, pursuant to the Employment Agreement,

to increase by no more than the Consumer Price Index from calendar 1992 to

calendar 1993 and from calendar 1993 to calendar 1994.

 

     6.  In all other respects, the Employment Agreement is hereby ratified and

confirmed.

 

     IN WITNESS WHEREOF, the parties hereto have executed this agreement on the

day and year first written above.

 

                                       ROBERT HALF INTERNATIONAL INC.

 

                                       By /s/M. KEITH WADDELL

                                         ---------------------------

                                             M. Keith Waddell

                                             Senior Vice President

 

                                          /s/HAROLD M. MESSMER, JR.

                                         ---------------------------

                                             Harold M. Messmer, Jr.