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EXHIBIT 10.1
Administaff, Inc.
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February 16, 2001
American Express Travel Related Services Company, Inc.
American Express Tower
World Financial Center
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Dear Sirs:
This letter sets forth the parties' agreement with respect to the purchase by
Administaff, Inc. ("ASF") from American Express Travel Related Services Company,
Inc. ("TRS") of up to 275,000 shares of ASF common stock, par value $0.01 per
share (the "Shares").
The parties agree as follows:
1. ASF agrees to purchase up to 275,000 Shares from TRS at a purchase
price per share equal to ninety-nine percent (99%) of the average of
the closing sales prices of a Share as reported on the New York Stock
Exchange composite transactions tape and reflected in the three star
New York City edition of the Wall Street Journal over a twenty (20)
trading-day period, of which the first ten trading days end on February
16, 2001 and the second ten trading days commence on the day that ASF
releases its earnings report for the fourth quarter of 2000.
2. ASF's obligation to purchase the Shares is conditional upon (a) TRS
first having exercised its warrant to purchase 800,000 shares of ASF
common stock (the "Warrant Shares") at an exercise price of $20 per
Warrant Share (subject to adjustment in accordance with the terms of
the warrant) on or before March 10, 2001, the expiration date of the
warrant; (b) the per share purchase price calculated as set forth in
(1) above not exceeding $30; and (c) TRS notifying ASF that it is
exercising its right to sell Shares under this Agreement not later than
5:00 p.m. on March 12, 2001.
3. Notwithstanding anything else to the contrary herein, TRS is not
obligated to exercise the warrant; provided that if TRS does exercise
the warrant and thereafter TRS desires to sell up to 275,000 Shares on
or before March 12, 2001, TRS shall sell such Shares first pursuant to
this Agreement.
4. The closing of the sale and purchase will take place on March 12, 2001
or such other day determined by TRS and ASF. At the closing, ASF will
pay to TRS the aggregate
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purchase price for the Shares by wire transfer of immediately available
funds, and TRS will deliver to ASF certificates representing the
Shares, duly endorsed for transfer. If so requested by TRS, the parties
will net settle the exercise of the warrant and the sale and purchase
of the Shares hereunder.
5. ASF will pay all stamp, transfer and similar taxes in connection with
the issuance of the Warrant Shares. TRS will pay all stamp, transfer
and similar taxes, and all federal and state income taxes, in
connection with TRS' ownership and exercise of the warrant and the sale
of the Shares.
6. The Shares TRS intends to sell are those common shares originally
purchased from ASF in March 1998 and not the Warrant Shares. The
parties shall execute any additional documents, if any, reasonably
required for TRS to adequately identify the Shares sold by TRS
hereunder as being the shares originally purchased from ASF in March
1998.
7. ASF will prepare a press release pursuant to which it will announce
this agreement. Such release shall require the prior approval of TRS,
such approval not to be unreasonably withheld.
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8. This letter agreement shall be governed by the laws of the State of New
York, without reference to conflict of laws rules.
ADMINISTAFF, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Executive Vice President of Administration,
Chief Financial Officer and Treasurer
AGREED:
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer