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 Xxxxxx X.
Xxxxxxx, Xx., M. Xxxxx Xxxxxxx, Xxxxxx X. Xxxxx and Xxxxxx Xxxxx. Pursuant
to Instruction 2 to Item 601 of Regulation S-K, the individual agreements are
not being filed.
AMENDED AND RESTATED SEVERANCE AGREEMENT
This Agreement is entered as of January 1, 2000, by and between Xxxxxx
Half International Inc., a Delaware corporation (the "Company") and Xxxxxx X.
Xxxxxxx, Xx. (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
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
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.
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.
XXXXXX HALF INTERNATIONAL INC.
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Employee
