Contents:
 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
     
FORM OF AMENDED AND RESTATED SEVERANCE AGREEMENT
Amended and Restated Credit Agreement


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.
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EXHIBIT 10.13
 
                FORM OF AMENDED AND RESTATED SEVERANCE AGREEMENT
 
     Effective January 1, 2000, the Registrant entered into an Amended and
Restated Severance Agreement in the form attached hereto with Harold M.
Messmer, Jr., M. Keith Waddell, Robert W. Glass and Steven Karel.  Pursuant
to Instruction 2 to Item 601 of Regulation S-K, the individual agreements are
not being filed.
 
 
 
<PAGE>
 
 
                      AMENDED AND RESTATED SEVERANCE AGREEMENT
 
 
     This Agreement is entered as of January 1, 2000, by and between Robert
Half International Inc., a Delaware corporation (the "Company") and Harold M.
Messmer, Jr. (the "Employee").
 
     WHEREAS, the Company and Employee have previously entered into a
Severance Agreement dated as of January 8, 1990, amended effective as of May
15, 1990.
 
     WHEREAS, the Severance Agreement was entered into because the Company
believed it to be in the best interest of the Company and its shareholders to
provide for stability in the management of the Company.
 
     WHEREAS, the Compensation Committee of the Board of Directors of the
Company has approved certain amendments to the Severance Agreement.
 
     WHEREAS, certain modifications to the wording of certain sections of the
Severance Agreement, as amended, are deemed advisable in order to clarify the
intent of the parties.
 
     NOW, THEREFORE, in consideration of the foregoing and the terms and
conditions set forth herein, the Company and the Employee hereby agree that
the Severance Agreement be amended and restated as follows:
 
     1.   DEFINITIONS
 
     "Change in Control" shall have the meaning specified in the Company's
1993 Incentive Plan.
 
     "Continuation Period" means (a) 36 months following the Termination
Date, if Employee has served as a Director of the Company at any time prior
to the Termination Date, and (b) 24 months following the Termination Date in
all other cases.
 
     "Stock" means the Common Stock, $.001 par value, of the Company.
 
     "Termination Date" means the date on which Employee's employment with
the Company is terminated.
 
     "Termination For Cause" means termination by the Company of Employee's
employment by the Company by reason of Employee's willful dishonesty towards,
fraud upon, or deliberate injury or attempted injury to the Company, or by
reason of Employee's willful material breach of any employment agreement with
the Company, which has resulted in material injury to the Company; provided,
however, that
 
<PAGE>
 
Employee's employment shall not be deemed to have terminated in a Termination
For Cause if such termination took place as a result of any act or omission
believed by Employee in good faith to have been in the interest of the
Company.
 
     "Termination Without Cause" means termination of Employee's employment
other than pursuant to a Termination For Cause.  Termination Without Cause
includes a termination by Employee following (a) a reduction by more than 5%
of Employee's base salary per month, exclusive of bonus, fringe benefits and
other non-salary compensation, (the "Monthly Base Salary") or (b) a request
by the Company that Employee relocate more than 50 miles away from the
current location of the principal executive offices of the Company.
 
     "Termination Following a Change in Control" means a voluntary
termination by Employee within one year following Change in Control.
 
     2.   PAYMENTS AND BENEFITS UPON TERMINATION WITHOUT CAUSE.   In the
event of a Termination Without Cause, the Employee shall be entitled to
receive the following:
 
          2.1.  MONTHLY BASE SALARY.  Commencing on the Termination Date,
Employee shall receive Monthly Base Salary, at a rate equal to the highest
Monthly Base Salary paid to Employee within the six (6) months preceding the
Termination Date, each month during the Continuation Period.  At the option
of the Company, all or part of such Monthly Base Salary may be paid in a lump
sum.
 
          2.2.  BONUS.
 
(a)  If the Termination Date occurs within 12 months after a Change in
Control, then, commencing on the Termination Date, Employee shall receive,
each month during the Continuation Period, an amount equal to 1/12 of the
annual cash bonus paid (or to be paid) to Employee with respect to the last
full calendar year completed prior to the Change in Control.  At the option
of the Company, all or part of such payments may be paid in a lump sum.
 
(b)  If the Termination Date does not occur within 12 months after a Change
in Control, Employee shall be paid, when such bonus payments would otherwise
typically be made to Employee, the amount  determined by multiplying (i) a
fraction, the numerator of which shall be the number of months that, as of
the last day of the month in which the Termination Date occurs, shall have
passed since the beginning of that calendar year, and the denominator of
which shall be twelve and (ii) the bonus to which Employee would have been
entitled had such termination not occurred.  For purposes of the foregoing
clause (ii), Employee shall be not be entitled to a pro rata amount of bonus
that is discretionary unless such Employee is specifically awarded such
discretionary amount in accordance with the terms and conditions of the
applicable bonus plan or program.
 
          2.3.  BENEFITS. During the Continuation Period or until Employee is
reemployed, whichever first occurs, Employee also shall be entitled to all
employee
 
 
<PAGE>
 
benefits, including medical and life insurance, pension, retirement and other
benefits to which Employee was entitled on the Termination Date.
 
          2.4.  VESTING.  If, on the Termination Date, Employee holds any
Stock or options or other rights to acquire Stock which are subject to
restrictions or vesting based on continued employment with the Company, such
restrictions shall lapse and such vesting shall occur effective as of the
Termination Date.  Each option held by Employee shall remain outstanding and
exercisable until the earlier of its exercise or its original expiration
date.  In addition, if Employee is a participant in the Company's Deferred
Compensation Plan or any successor plan, all amounts credited under such plan
to Employee shall become fully vested and nonforfeitable.
 
          2.5.  OUTPLACEMENT SERVICES.  The Company shall pay, on behalf of
Employee, expenses and fees relating to outplacement services utilized by
Employee, in an amount that is the usual and customary rate for such services
for an individual at Employee's level.
 
          2.6.  MULTIPLE BENEFITS.  To the extent that any other agreement
("Other Agreement") between the Employee and the Company would provide for
salary continuation (or a lump sum payment in lieu of salary continuation)
and bonus payments under the same circumstances as such benefits would be
provided pursuant to Sections 2.1 and 2.2 hereof, then Employee shall not
receive such benefits under both the Other Agreement and Sections 2.1 and
2.2, but shall instead receive the greater of the salary continuation benefit
payable under either Section 2.1 or the Other Agreement and the greater of
the bonus benefit payable under either Section 2.2 and the Other Agreement.
Except as provided by the foregoing sentence, the benefits payable under this
Agreement shall be in addition to, and not in lieu of, any other benefits
that may be provided under any plan, program or agreement.
 
     3.   TERMINATION FOLLOWING A CHANGE IN CONTROL.  If Employee has served
as a Director of the Company at any time prior to the Termination Date,
Employee shall be entitled to the benefits described in Section 2 hereof in
the event of a Termination Following a Change in Control.
 
     4.   ADDITIONAL MEDICAL BENEFITS. If Employee has served as a Director
of the Company at any time prior to the Termination Date, then, in the event
of any termination of Employee's employment on or after the first January 1
occurring after the Employee's 53rd birthday, other than a Termination For
Cause, Employee and his then current wife shall each continue to participate
until his or her death, at the Company's expense, in whatever healthcare plan
may be maintained by the Company from time to time for its then current
employees as if Employee were still a full time employee of the Company.
 
     5.   EMPLOYMENT.  The sole purpose of this Agreement is to provide
Employee with severance benefits in the event Employee is Terminated Without
Cause.  This Agreement is not an employment agreement.  This Agreement shall
not affect any right of the Company to terminate Employee's employment at any
time.
 
 
<PAGE>
 
     6.   HEADINGS.  The headings used in this Agreement are for convenience
only, and shall not be used to construe the terms and conditions of the
Agreement.
 
     7.   GOVERNING LAW.  This Agreement shall be governed by and construed
according to the laws of the State of California.  The terms of this
Agreement shall bind and shall inure to the benefit of the successors and
assigns of the parties hereto.
 
     IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date first set forth above.
 
 
                         ROBERT HALF INTERNATIONAL INC.
 
 
                         -------------------------
 
 
                         -------------------------
                         Employee
#Top of the Document
 
 

 

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

  









































EX-10.7 8 dex107.htm FORM OF AMENDED AND RESTATED SEVERANCE AGREEMENT

EXHIBIT 10.7

The Amended and Restated Severance Agreement substantially in the form attached hereto has been entered into by the Registrant with each of Harold M. Messmer, Jr., M. Keith Waddell, Robert W. Glass and Steven Karel. Pursuant to Instruction 2 to Item 601 of Regulation S-K, the individual agreements are not being filed.


Amended and Restated Severance Agreement

(Effective as of July 29, 2008)

This Amended and Restated Severance Agreement is entered into as of July 29, 2008, by and between Robert Half International Inc., a Delaware corporation (the “Company”) and                      (the “Employee”).

WHEREAS, the Company and Employee have previously entered into an Amended and Restated Severance Agreement dated as of January 1, 2000, which amended and restated an agreement originally entered into in 1990.

WHEREAS, the Severance Agreement was entered into because the Company believed it to be in the best interest of the Company and its shareholders to provide for stability in the management of the Company.

WHEREAS, the Compensation Committee of the Board of Directors of the Company has approved certain amendments to the Amended and Restated Severance Agreement in order to comply with the regulations adopted by the Internal Revenue Service in connection with Section 409A of the Internal Revenue Code (“Section 409A”).

WHEREAS, certain modifications to the wording of certain sections of the Severance Agreement, as amended, are deemed advisable in order to clarify the intent of the parties.

NOW, THEREFORE, in consideration of the foregoing and the terms and conditions set forth herein, the Company and the Employee hereby agree that the Amended and Restated Severance Agreement dated January 1, 2000, shall be amended and restated to read in its entirety as set forth herein:

1. Definitions

Change in Control” shall have the meaning specified in the Company’s Stock Incentive Plan, as in effect on July 29, 2008.

Continuation Number” means (a) 36, if Employee has served as a Director of the Company at any time prior to the Termination Date, and (b) 24, in all other cases.

Earliest Payment Date” shall mean six months following Separation from Service or such alternate date as future modifications or amendments to Section 409A and the rules and regulations thereunder may specify as the earliest permitted date for a payment to be made, or, if earlier the date of Employee’s death.

Monthly Base Salary” means the highest monthly base salary paid to Employee within the six (6) months preceding the Termination Date.

Separation from Service” shall have the meaning specified by Section 409A and the rules and regulations thereunder, as such meaning may be modified or amended from time to time.

Specified Employee” shall have the meaning specified by Section 409A and the rules and regulations thereunder, as such meaning may be modified or amended from time to time.

Stock” means the Common Stock, $.001 par value, of the Company.

Termination Date” means the date on which Employee’s employment with the Company is terminated.

Termination For Cause” means termination by the Company of Employee’s employment by the Company by reason of Employee’s willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to the Company, or by reason of Employee’s willful material breach of any employment agreement with the Company, which has resulted in material injury to the Company; provided, however, that Employee’s employment shall not be deemed to have terminated in a Termination For Cause if such termination took place as a result of any act or omission believed by Employee in good faith to have been in the interest of the Company.


Termination Without Cause” means (1) termination by the Company of Employee’s employment other than pursuant to a Termination For Cause or (2) termination by Employee following (a) a reduction by more than 5% of Employee’s base salary per month, exclusive of bonus, fringe benefits and other non-salary compensation, or (b) a request by the Company that Employee relocate more than 50 miles away from the current location of the principal executive offices of the Company.

Termination Following a Change in Control” means a voluntary termination by Employee within one year following Change in Control.

2. Payments and Benefits Upon Termination Without Cause. In the event of a Termination Without Cause, the Employee shall be entitled to receive the following:

2.1. Monthly Base Salary. Employee shall be paid a lump-sum amount equal to the product of Employee’s Monthly Base Salary and Employee’s Continuation Number. To the extent required by Section 409A, if Employee is a Specified Employee, this lump sum shall be paid no earlier than the Earliest Payment Date and no later than ten business days thereafter.

2.2. Bonus.

(a) If the Termination Date occurs within 12 months after a Change in Control, Employee shall be paid a lump-sum amount equal to the product of (i) 1/12 of the annual cash bonus paid (or to be paid) to Employee with respect to the last full calendar year completed prior to the Change in Control and (ii) Employee’s Continuation Number. To the extent required by Section 409A, if Employee is a Specified Employee, this lump sum shall be paid no earlier than the Earliest Payment Date and no later than ten business days thereafter.

(b) If the Termination Date does not occur within 12 months after a Change in Control, Employee shall be paid, when such bonus payments would otherwise typically be made to Employee, but in no event later than the March 15 of the calendar year immediately following the Calendar year in which the Termination Date occurs, a lump-sum amount equal to the product of (i) a fraction, the numerator of which shall be the number of months that, as of the last day of the month in which the Termination Date occurs, shall have passed since the beginning of that calendar year, and the denominator of which shall be twelve and (ii) the bonus to which Employee would have been entitled had such termination not occurred. For purposes of the foregoing clause (ii), Employee shall be not be entitled to a pro rata amount of bonus that is discretionary unless such Employee is specifically awarded such discretionary amount in accordance with the terms and conditions of the applicable bonus plan or program.

2.3. Benefits. For such number of months following the Termination Date as is equal to the Continuation Number, or until Employee is reemployed, whichever first occurs, Employee also shall be entitled to all employee benefits, including medical and life insurance, pension, retirement and other benefits to which Employee was entitled on the Termination Date.

2.4. Vesting. If, on the Termination Date, Employee holds any Stock or options or other rights to acquire Stock which are subject to restrictions or vesting based on continued employment with the Company, such restrictions shall lapse and such vesting shall occur effective as of the Termination Date. Each option held by Employee shall remain outstanding and exercisable until the earlier of its exercise or its original expiration date. In addition, if Employee is a participant in the Company’s Deferred Compensation Plan, Senior Executive Retirement Plan or any successor plans, all amounts credited under such plans to Employee shall become fully vested and nonforfeitable.

2.5. Outplacement Services. The Company shall pay, on behalf of Employee, expenses and fees relating to outplacement services utilized by Employee, in an amount that is the usual and customary rate for such services for an individual at Employee’s level.

2.6. Multiple Benefits. To the extent that any other agreement (“Other Agreement”) between the Employee and the Company would provide for salary continuation (or a lump sum payment in lieu of salary continuation) and bonus payments under the same circumstances as such benefits would be provided pursuant to Sections 2.1 and 2.2 hereof, then Employee shall not receive such benefits under both the Other


Agreement and Sections 2.1 and 2.2, but shall instead receive the greater of the salary continuation benefit payable under either Section 2.1 or the Other Agreement and the greater of the bonus benefit payable under either Section 2.2 and the Other Agreement. Except as provided by the foregoing sentence, the benefits payable under this Agreement shall be in addition to, and not in lieu of, any other benefits that may be provided under any plan, program or agreement.

3. Termination Following a Change in Control. If Employee has served as a Director of the Company at any time prior to the Termination Date, Employee shall be entitled to the benefits described in Section 2 hereof in the event of a Termination Following a Change in Control.

4. Additional Medical Benefits. If Employee has served as a Director of the Company at any time prior to the Termination Date, then, in the event of any termination of Employee’s employment on or after the first January 1 occurring after the Employee’s 53rd birthday, other than a Termination For Cause, Employee and his then current wife shall each continue to participate until his or her death, at the Company’s expense, in whatever healthcare plan may be maintained by the Company from time to time for its then current employees as if Employee were still a full time employee of the Company.

5. Employment. The sole purpose of this Agreement is to provide Employee with severance benefits under the circumstances described herein. This Agreement is not an employment agreement. This Agreement shall not affect any right of the Company to terminate Employee’s employment at any time.

6. Headings. The headings used in this Agreement are for convenience only, and shall not be used to construe the terms and conditions of the Agreement.

7. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of California. The terms of this Agreement shall bind and shall inure to the benefit of the successors and assigns of the parties hereto.


IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date first set forth above.

 

ROBERT HALF INTERNATIONAL INC.

 

(Employee)