Attached files
file | filename |
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10-Q - FORM 10-Q - KELLY SERVICES INC | c16591e10vq.htm |
EX-32.1 - EXHIBIT 32.1 - KELLY SERVICES INC | c16591exv32w1.htm |
EX-32.2 - EXHIBIT 32.2 - KELLY SERVICES INC | c16591exv32w2.htm |
EX-31.2 - EXHIBIT 31.2 - KELLY SERVICES INC | c16591exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - KELLY SERVICES INC | c16591exv31w1.htm |
Exhibit 10.4
KELLY SERVICES, INC
1999 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
1999 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
As Amended on February 8, 2006
As Amended on November 8, 2007
As Amended on November 8, 2007
Section I Purposes
The purposes of this 1999 Non-Employee Directors Stock Option plan are to assist the Company
in attracting and retaining individuals of exceptional ability to serve as its directors and to
more closely align their interests with those of the Companys shareholders.
Section 2 Certain Definitions
The following terms have the following respective meanings under the Plan:
Affiliated Entity means any corporation, partnership, or other business enterprise in which
the Company directly or indirectly has a significant equity interest under generally accepted
accounting principles.
Board means the Board of Directors of the Company.
Company means Kelly Services, Inc.
Fair Market Value means, for any given date, the closing market price for a share of Company
Stock as a Nasdaq Stock Market LLC security reported by the National Association of Securities
Dealers, Inc. Automated Quotation System (Nasdaq) for that date (or if no such prices are so
reported for such date, for the latest preceding date on which such sale prices were so reported).
If the Fair Market Value for a given date cannot be determined by reference to Nasdaq, it shall be
determined by the reasonable application of a reasonable valuation method that satisfies the
requirements of Treasury Regulation Section 1.409A-1(b)(iv)(B).
Exchange Act means the Securities Exchange Act of 1934, as amended.
NASDAQ means the National Association of Securities Dealers, Inc. Automated Quotation
System.
Non-Employee Director means a member of the Board who is not an employee of the Company or
any Affiliated Entity.
Option means an option to purchase Shares granted under the Plan.
Plan means this 1999 Non-Employee Directors Stock Option Plan.
Rule 16b-3 means Securities and Exchange Commission Rule 16b-3 (or any successor rule or
regulation), as in effect and applicable to the Company at a given time.
Shares means shares of the Companys Class A common stock, par value $1.00 per share, or
such other securities or other property as may become subject to an Option pursuant to an
adjustment made under Section 6 hereof.
Section 3 Administration
3.1 The Plan shall be administered by the Board, which shall have full power and authority to
prescribe and amend the forms of option agreements, notices, and all other documents or instruments
required under or determined by the Board to be advisable with respect to the Plan, to establish,
revise, suspend, and waive such rules and procedures and appoint such agents as it deems
appropriate for the administration or operation of the Plan, to construe and interpret the Plan,
any option agreement, and any other instrument or document relating to the plan or any Option, to
decide any question and settle any dispute which may arise in connection with the Plan or any
Option, and to make any other determination, and take any other action that the Board deems
necessary or desirable for the administration or operation of the Plan. All interpretations,
determinations, or other decisions of the Board concerning the Plan or any Option shall be
conclusive and binding upon all interested parties.
3.2 Notwithstanding the foregoing or any other provision of the Plan to the contrary, however,
it being the intention that all Options shall satisfy all then applicable criteria under Rule
16b-3, the Board shall have no authority or discretion at any time to make any determination or
take any other action which would cause any Option then outstanding or which thereafter may be
granted to fail to meet such criteria.
Section 4 Eligibility
The only persons who shall be granted Options are those individuals who at time of grant are
Non-Employee Directors.
Section 5 Available Shares
Subject to adjustment as provided in Section 7, the aggregate maximum number of Shares
available for settlement of Options is 250,000, which Shares may be either authorized and issued
Shares acquired by the Company and held in its treasury (treasury shares) or authorized and
unissued Shares. There shall be reserved at all times for issuance under the Plan a number of
Shares equal to the aggregate maximum number of Shares that may be issued in settlement of Options
then outstanding and which thereafter may be granted under the Plan, less the number of treasury
shares then reserved for Options. If an Option terminates or expires for any reason without having
been exercised in full, the Shares subject to the Option immediately prior to such expiration or
termination shall again become available for grants under the Plan.
Section 6 Option Terms
6.1 Each Option shall be evidenced by a written option agreement in form approved by the
Board, which agreement shall identify the Option as one granted under the Plan, the name of the
grantee, and the date of grant, set forth the number of Shares subject to the Option, the exercise
price per Share (which shall be the Fair Market Value of a Share on the grant date, or higher),
and, either expressly or by reference to the Plan, the other terms and conditions of the Option;
provided that, in the event of any inconsistency between the Plan and the agreement, the terms of
the Plan shall govern.
6.2 The number of Shares subject to an Option, the time at which the Option or any portion
thereof first becomes exercisable (which may be the date of grant) and the latest date on which the
Option may be exercised (the expiration date) shall be as specified at the time of grant;
provided, however, that the expiration date of an Option shall be no later than ten (10) years
after the date of grant. Each Option shall terminate in its entirety at the earlier of (i) the
third anniversary of the date on which the grantee ceased to be a Company director; (ii) the date
on which written notice of termination of the Option is given to the former director or such later
date as is specified in that notice; or (iii) the expiration date of the Option. Each Option shall
be non- transferable except by will or the laws of descent and distribution, and during the
lifetime of the grantee may be exercised only by the grantee.
6.3 To the extent then exercisable, an Option may be exercised, in whole or in part, by
delivery to the Secretary of the Company (or any such other Company officers or employees as the
Board from time to time may designate) of a written notice of exercise in form acceptable to the
Board and payment in full in cash of the aggregate exercise price for the number of shares for
which the Option is being exercised; provided, however, an Option may not be exercised in whole or
in part during the thirty (30) day period following the date the grantee ceases to be a Company
director.
Section 7 Adjustments
In the event of a reorganization or recapitalization, merger, consolidation or similar transaction
involving the Company, a stock-on-stock dividend or split, spin-off, reverse split or combination
of the Companys Class A common stock, a rights offering, or any other change in the corporate or
capital structure of the Company affecting the Class A Common Stock, the Board shall make such
adjustments as it may deem appropriate in the number and kind of shares which thereafter may be
made subject to Options and in the numbers and kind of shares covered by outstanding Options and
the per share exercise price of such Options. In the event of a merger, consolidation, or
combination in which the consideration issued with respect to Shares is a combination of different
types of property, the Board may designate the property or combination of property to be received
upon the exercise of each such outstanding Option. Notwithstanding the foregoing, the Board shall
not make any adjustment to the number of shares covered by outstanding Options or the per share
exercise price of such Options that would cause the exercise price to be less than the Fair Market
Value of the underlying shares on the date the Option was granted or cause the number of shares subject to the Option to be other than
fixed on the original date of grant of the Option.
Section 8 Miscellaneous
8.1 The Board may at any time and from time to time amend, modify, suspend or terminate the
Plan, with or without the approval of shareholders of the Company, except that: (i) no amendment or
modification of the Plan shall be effective without shareholder approval at any time at which such
approval is required, either by the applicable rules of any securities exchange (including the
NASDAQ National Market) on which Company stock is then principally traded, or by Rule 16b-3; and
(ii) none of the foregoing actions by the Board shall adversely affect any then outstanding Option
without the holders consent.
8.2 The Plan has been adopted by the Board subject to shareholder approval by the holders of
the Companys Class B common stock. All Options granted prior to such shareholder approval shall be
subject to such approval.
8.3 If at any time the Board shall determine that the listing, registration, or qualification
of any Shares upon any national securities exchange or under any federal, state, local or foreign
law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the issuance or delivery of Shares pursuant to the Plan, then,
notwithstanding any other provision of the Plan to the contrary, no Shares shall be issued or
delivered unless and until such listing, registration, qualification, consent, or approval shall
have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to
the Board.
8.4 Neither the grantee of an Option, nor any other person to whom the Option or the grantees
rights thereunder may pass, shall be, or have any rights or privileges of, a holder of Shares in
respect of any Shares subject to such Option, unless and until it has been duly exercised and
certificates representing such Shares have been issued in the name of such grantee or other person.
8.5 The Company shall have the right to require the holder of an Option to make payments in
cash upon the exercise of the Option, in connection with any obligation of the Company to withhold
taxes upon such exercise. Any such required payment shall be a condition precedent to settlement of
such Option.
8.6 The Plan and all actions taken under it shall be governed by the internal laws of the
State of Delaware.