Exhibit 10.11.4
WESTERN STAFF SERVICES, INC.
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the International Employee Stock Purchase
Plan (the "Plan") beginning with the purchase period specified below, and I
hereby subscribe to purchase shares of Common Stock of Western Staff Services,
Inc. (the "Corporation") in accordance with the provisions of this Agreement and
the Plan. I hereby authorize my employer to make payroll deductions from each
of my paychecks following my entry into the Plan in the 1% multiple of my
earnings (not to exceed a maximum of 10%) specified in my attached Enrollment
Form.
Purchase periods under the Plan will run from the first business day in
February to the last business day in July each year and from the first business
day in August each year to the last business day in January of the following
year. The initial purchase period under the Plan will begin on November 3, 1996
and end on the last business day in January 1997. My participation will
automatically remain in effect from one purchase period to the next in
accordance with this Agreement and my payroll deduction authorization, unless I
withdraw from the Plan or change the rate of my payroll deduction or unless my
employment status changes. I may reduce the rate of my payroll deductions once
per purchase period, and I may increase the rate of my payroll deductions to
become effective at the start of any subsequent purchase period.
My payroll deductions will be converted into U.S. Dollars on the last U.S.
business day of each month. My payroll deductions as so converted will be
accumulated for the purchase of shares of Common Stock on the last U.S. business
day of each purchase period. The purchase price per share will be equal to 85%
of the LOWER of (i) the fair market value per share of Common Stock on the start
date of the purchase period or (ii) the fair market value per share on the last
day of that purchase period. I will also be subject to Plan restrictions (i)
limiting the maximum number of shares which I may purchase on any one purchase
date to 750 shares, for a maximum of 1,500 shares per calendar year and (ii)
prohibiting me from purchasing more than U.S. $25,000 worth of Common Stock for
each calendar year my purchase right remains outstanding.
I may withdraw from the Plan at any time prior to the last business day of
a purchase period and elect either to have the Corporation refund all my payroll
deductions for that purchase period or to have those payroll deductions applied
to the purchase of shares of the Corporation's Common Stock at the end of such
period. However, I may not rejoin that particular purchase period at any later
date. Upon the termination of my employment for any reason, including death or
disability, or my loss of eligible employee status, my participation in the Plan
will immediately cease and all my payroll deductions for the purchase period in
which my employment terminates or my loss of eligibility occurs will
automatically be refunded.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase period in
which my leave begins will, at my election, either be refunded or applied to
the purchase of shares of Common Stock at the end of that purchase period.
Upon my return to active service, my payroll deductions will automatically
resume at the rate in effect when my leave began.
A stock certificate for the shares purchased on my behalf at the end of
each purchase period will automatically be deposited into a brokerage account
which the Corporation will designate and open on my behalf. I will notify the
Corporation of any sale or disposition of my Plan shares, and I will satisfy all
applicable tax withholding requirements at the time of such sale or
disposition.
The Corporation has the right, exercisable in its sole discretion, to amend
or terminate the Plan at any time, with such amendment or termination to become
effective immediately following the exercise of outstanding purchase rights at
the end of any current purchase period. Should the Corporation elect to
terminate the Plan, I will have no further rights to purchase shares of Common
Stock pursuant to this Agreement.
I have received a copy of the Plan Summary and Prospectus summarizing the
major features of the Plan. I have read this Agreement and the Prospectus and
hereby agree to be bound by the terms of both this Agreement and the Plan. The
effectiveness of this Agreement is dependent upon my eligibility to participate
in the Plan.
I acknowledge that I have received and may continue to receive the
opportunity to purchase Common Stock under the Plan. I understand that the
grant of a purchase right in one year or at one time does not in any way
obligate the Corporation or my employer to make a grant or award in any future
year or in any given amount. I acknowledge and understand that the Plan is
wholly discretionary in nature and is not to be considered part of my normal or
expected compensation subject to severance, resignation, redundancy or similar
pay.
I hereby authorize and direct my employer to disclose to the Corporation or
any of its subsidiaries such information regarding my employment, the nature and
amount of my compensation and the fact and conditions of my participation in the
Plan as my employer deems necessary to facilitate the administration of such
Plan.
Date: _____________, 199___ ________________________________
Signature of Employee
Entry Date: _____________, 199___ Printed Name: __________________
