SEC Info - Kforce Inc - ‘PRE 14A’ for 4/25/97

SEC Info℠

Home

Help

Please Sign In

Kforce Inc – ‘PRE 14A’ for 4/25/97

As of: Tuesday, 3/25/97 · For: 4/25/97 · Accession #: 950144-97-2796 · File #: 0-26058 · Correction: This Filing was Corrected by the SEC on 4/3/97. `®`

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/25/97  Kforce Inc                        PRE 14A®    4/25/97    1:88K                                    Bowne of Atlanta Inc/FA

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Romac International, Inc.                             34    137K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Directors and Executive Officers Management
1	1st Page - Filing Submission
7	Management
"	Directors and Executive Officers

PRE 14A 1st Page of 34 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A
Information Required in Proxy Statement

Reg. Section 240.14a-101
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [x]

Filed by a Party other than Registrant [ ]

Check the appropriate box:

[x] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

ROMAC INTERNATIONAL, INC.
-------------------------
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box)
[x] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-(6(I)(4) and 0-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
____________________
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.

PRE 14A 2nd Page of 34 TOC 1st Previous Next ↓Bottom Just 2nd

[LETTERHEAD OF ROMAC INTERNATIONAL, INC.]

April 4, 1997

Dear Shareholder:

You are invited to attend the Annual Meeting of Shareholders of Romac
International, Inc. (the "Company"), which will be held at the Wyndham Harbour
Island, 725 South Harbour Island Boulevard, Tampa, Florida 33602, April 25,
1997, at 3:00 p.m., local time.

The notice of the meeting and proxy statement on the following pages cover
the formal business of the meeting. Whether or not you expect to attend the
meeting, please sign, date, and return your proxy promptly in the enclosed
envelope to assure your stock will be represented at the meeting. If you
decide to attend the annual meeting and vote in person, you will, of course,
have that opportunity.

The continuing interest of the shareholders in the business of the Company
is gratefully acknowledged. We hope many will attend the meeting.

Sincerely,

Peter Dominici,
Secretary

PRE 14A 3rd Page of 34 TOC 1st Previous Next ↓Bottom Just 3rd

ROMAC INTERNATIONAL, INC.
120 WEST HYDE PARK PLACE
SUITE 150
TAMPA, FLORIDA 33606

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

APRIL 25, 1997

To the Shareholders of Romac International, Inc.:

The Annual Meeting of Shareholders of Romac International, Inc. will be
held at the Wyndham Harbour Island, 725 South Harbour Island Boulevard, Tampa,
Florida 33602, April 25, 1997 at 3:00 p.m., local time, for the following
purposes:

1. To elect five directors to serve until the annual meeting for the year
in which the term of the class of directors to which each such
director has been so elected expires.

2. To approve an amendment to the Company's Articles of Incorporation
increasing the Company's authorized common stock, par value $.01 per
share, from 15.0 million shares to 100.0 million shares;

3. To amend the Romac International, Inc. Amended and Restated Incentive
Stock Option Plan (the "Plan") to increase the number of shares
available under the Plan from 3.0 million shares to 4.5 million shares
and to modify the provisions of the Plan relating to administration
and amendment of the Plan; and

4. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on March 14, 1997
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting.

Shareholders are requested to vote, date, sign and promptly return the
enclosed proxy in the envelope provided for that purpose, WHETHER OR NOT THEY
INTEND TO BE PRESENT AT THE MEETING.

By Order of the Board of Directors,

Peter Dominici
Secretary

Tampa, Florida
April 4, 1997

PRE 14A 4th Page of 34 TOC 1st Previous Next ↓Bottom Just 4th

ROMAC INTERNATIONAL, INC.

PROXY STATEMENT

ANNUAL MEETING AND PROXY SOLICITATION INFORMATION

This proxy statement is first being sent to shareholders on or about April
4, 1997, in connection with the solicitation of proxies by the Board of
Directors of Romac International, Inc. (the "Company"), to be voted at the
Annual Meeting of Shareholders to be held on April 25, 1997, and at any
adjournment thereof (the "Meeting"). The close of business on March 14, 1997,
has been fixed as the record date of the determination of shareholders entitled
to notice of and to vote at the Meeting. At the close of business on the
record date, the Company had outstanding 12,033,912 shares of $.01 par value
common stock, entitled to one vote per share.

Shares represented by duly executed proxies in the accompanying form
received by the Company prior to the Meeting will be voted at the Meeting. If
shareholders specify in the proxy a choice with respect to any matter to be
acted upon, the shares represented by such proxies will be voted as specified.
If a proxy card is signed and returned without specifying a vote or an
abstention on any proposal, it will be voted according to the recommendation of
the Board of Directors on that proposal. The Board of Directors recommends a
vote FOR the election of directors listed on the proxies, FOR the amendment to
the Articles of Incorporation, and FOR the amendment of the Romac
International, Inc. Stock Incentive Plan. The Board of Directors knows of no
other matters that may be brought before the Meeting. However, if any other
matters are properly presented for action, it is the intention of the named
proxies to vote on them according to their best judgment.

Shareholders who hold their shares through an intermediary must provide
instructions on voting as requested by their bank or broker. A shareholder who
signs and returns a proxy may revoke it at any time before it is voted by
taking one of the following three actions: (i) giving written notice of the
revocation to the Secretary of the Company; (ii) executing and delivering a
proxy with a later date; or (iii) voting in person at the Meeting.

Approval of the election of directors will require a plurality of the
votes cast at the Meeting, provided a quorum is present. Votes cast by proxy
or in person at the Meeting will be tabulated by one or more inspectors of
election appointed at the Meeting, who will also determine whether a quorum is
present for the transaction of business. Abstentions and broker non-votes will
be counted as shares present in the determination of whether shares of the
Company's common stock represented at the Meeting constitute a quorum. With
respect to matters to be acted upon at the Meeting, abstentions and broker
non-votes will not be counted for the purpose of determining whether a proposal
has been approved.

The expense of preparing, printing, and mailing proxy materials to
shareholders of the Company will be borne by the Company. In addition to
solicitations by mail, regular employees of the Company may solicit proxies on
behalf of the Board of Directors in person or by telephone. The Company will
reimburse brokerage houses and other nominees for their expenses in forwarding
proxy material to beneficial owners of the Company's stock.

The executive offices of the Company are located at 120 West Hyde Park
Place, Suite 150, Tampa, Florida 33606, the Company's telephone number is
(813)251-1700.

PRE 14A 5th Page of 34 TOC 1st Previous Next ↓Bottom Just 5th

SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of March 20, 1997, information as to the
Company's Common Stock beneficially owned by: (i) each director of the
Company, (ii) each executive officer named in the Summary Compensation Table,
(iii) all directors and executive officers of the Company as a group, and (iv)
any person who is known by the Company to be the beneficial owner of more than
5% of the outstanding shares of Common Stock.

[Download Table]

Amount and
Nature
of Beneficial
Beneficial Owner Ownership (1) Percent
---------------- ------------- -------

David L. Dunkel(2) 1,980,496 16.2%

Maureen A. Rorech(2)(3) 245,534 2.0%

Howard W. Sutter(4) 886,658 7.3%

Peter Dominici(2)(5) 109,890 *

Richard M. Cocchiaro(6) 799,428 6.6%

Gordon Tunstall(7) 20,000 *

W. R. Carey, Jr.(8) 20,000 *

James D. Swartz(9) 24,000 *

H.S. Investments, Inc.(10) 886,658 7.3%

Todd W. Mansfield(11) 0 *

All Directors and executive
officers as a group (8 persons) 4,086,006 33.5%

___________________
*Less than 1%

(1) Beneficial ownership of shares, as determined in accordance with applicable
Securities and Exchange Commission rules, includes shares as to which a
person has or shares voting power and/or investment power. The Company has
been informed that all shares shown are held of record with sole voting and
investment power, except as otherwise indicated.

(2) The business address for Mr. Dunkel, Ms. Rorech, Mr. Dominici and Mr.
Swartz is 120 West Hyde Park Place, Suite 150, Tampa, Florida 33606.

PRE 14A 6th Page of 34 TOC 1st Previous Next ↓Bottom Just 6th

(3) Ms. Rorech has a ten-year option to purchase a total of 135,252 shares of
Common Stock. 115,252 at an exercise price of $2.98 per share and 20,000 at
an exercise price of $8.375 per share. The number of shares shown in the
table above includes 100,620 shares that are subject to options that are
currently exercisable.

(4) The business address for Mr. Sutter is 500 West Cypress Creek Avenue, Suite
200, Ft. Lauderdale, Florida 33309.

(5) Mr. Dominici has a ten-year option to purchase a total of 74,722 shares of
Common Stock. 44,722 at an exercise price equal to $2.73 per share, 20,000
at an exercise price of $8.375 per share and 10,000 at an exercise price of
$22.00 per share. The number of shares in the table above includes 0
shares that are subject to options that are currently exercisable.

(6) The business address for Mr. Cocchiaro is 20 North Wacker Drive, Suite
1360, Chicago, Illinois 60606.

(7) Mr. Tunstall has a ten-year option to purchase a total of 30,000 shares of
Common Stock; 20,000 at an exercise price of $9.375 per share and 10,000 at
an exercise price of $22.00 per share. The number of shares in the table
above includes 20,000 shares subject to options that are currently
exercisable. The business address for Mr. Tunstall is 13153 North Dale
Mabry Highway, Tampa, Florida 33618.

(8) Mr. Carey has a ten-year option to purchase a total of 30,000 shares of
Common Stock; 20,000 at an exercise price of $9.375 per share and 10,000 at
an exercise price of $22.00 per share. The number of shares in the table
above includes 20,000 shares subject to options that are currently
exercisable. The business address for Mr. Carey is 700 Galleria Parkway,
Suite 450, Atlanta, Georgia 30339.

(9) Mr. Swartz has a ten-year option to purchase a total of 135,000 of Common
Stock; 60,000 at an exercise price of $12.50 per share and 75,000 at an
exercise price of $22.00 per share. The number of shares shown in the
table above includes 16,000 shares subject to options that are currently
exercisable.

(10) The business address of H.S. Investments, Inc. ("HII") is c/o Stephen M.
Rice, Esq. of Jones, Jones, Close & Brown, 3773 Howard Hughes Parkway, 3rd
Floor, Las Vegas, Nevada. HII is the general partner of HIS Ltd. Mr.
Sutter, as director, officer, and sole shareholder of HII, the general
partner of HIS Ltd., has the right to receive and direct the receipt of
dividends from, and proceeds from the sale of, the shares shown in the
table above. Mr. Sutter also has the right to receive proceeds from the
sale of such shares.

(11) Mr. Mansfield is a nominee for a seat on the Board of Directors. His
business address is 9147 Great Heron Circle, Orlando, Florida.

PRE 14A 7th Page of 34 TOC 1st Previous Next ↓Bottom Just 7th

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information as of March 20, 1997, concerning the
Company's executive officers, continuing directors, and nominees for director.

[Download Table]

Year First
Became a
Name Position(s) Age Director
---- ---------- --- ----------

David L. Dunkel President, Chief Executive 43 1994
Officer, and Director

Maureen A. Rorech Director 36 1994

Howard W. Sutter Vice President and Director 48 1994

Peter Dominici Chief Financial Officer, 38 1994
Secretary, Treasurer and
Director

Richard M. Cocchiaro Division President and Director 42 1994

James D. Swartz Executive Vice President, Chief
Operating Officer and Director
Nominee 39

Gordon Tunstall Director 53 1995

W. R. Carey, Jr. Director 49 1995

Todd W. Mansfield Director Nominee 44

DAVID L. DUNKEL has served as President, Chief Executive Officer and a
director of the Company since its formation in August 1994. Prior to August
1994, he served as President and Chief Executive Officer of Romac-FMA, one of
the predecessors of the Company, for 14 years. Mr. Dunkel's prior experience
includes three years service as an accountant with Coopers & Lybrand in Boston,
Massachusetts.

MAUREEN A. RORECH has served as a director of the Company since its
formation in August 1994 and as a Vice President of the Company from August 1994
to November 1996. Prior to August 1994, Ms. Rorech served as Division President
of FMA Temporaries, Inc., a subsidiary of Romac-FMA, with direct responsibility
for all of Romac-FMA's professional

PRE 14A 8th Page of 34 TOC 1st Previous Next ↓Bottom Just 8th

temporary operations (1990-1994). Ms. Rorech joined Romac-FMA in 1987 as
director of operations and was promoted to division president in 1990. Prior
to joining Romac-FMA, she was responsible for the development of the
professional temporary program for the Company's predecessors on a national
basis. Ms. Rorech's previous experience also includes training and operations
support for an 80-office branch network for Career Horizons, Inc., a
diversified employment services firm.

HOWARD W. SUTTER has served as Vice President and a director of the
Company since its formation in August 1994. Prior to August 1994, Mr. Sutter
served as Vice President of Romac-FMA (1984-1994), and Division President of
Romac-FMA's South Florida location (1982-1994). Mr. Sutter's prior experience
includes three years as Vice President and Controller of a regional airline and
six years as an accountant with Coopers & Lybrand in Philadelphia.

PETER DOMINICI has served as Chief Financial Officer, Secretary, Treasurer
and a director of the Company since its formation in August 1994. Prior to
August 1994, he served as Chief Financial Officer and Vice President of
Romac-FMA (1986-1994). Mr. Dominici, a certified public accountant, has had
seven years of prior public accounting experience encompassing extensive audit,
tax, and public company reporting responsibilities.

RICHARD M. COCCHIARO has served as a Division President of the Company and
a director since its formation in August 1994. Prior to August 1994, he was a
Vice President with Romac-FMA and Division President of Romac-FMA's Chicago
Search Division (1985-1994) and Romac-FMA's Tampa Search Division (1981-1985).
Mr. Cocchiaro's prior experience includes service as an accountant with Coopers
& Lybrand in Boston.

JAMES D. SWARTZ has served as Vice President of the Company since February
1996 and is currently a nominee for a seat on the Board of Directors. Prior to
joining the Company, he was Chief Financial Officer of Hilton Grand Vacations
Company, a joint venture involving Hilton Hotels Corporation (1994 - 1996).
From 1992 - 1994, Mr. Swartz was Chief Financial Officer of the Florida
division of Disney Development Company, a wholly-owned subsidiary of The Walt
Disney Company. Prior to 1992, Mr. Swartz was Chief Financial Officer of The
Wilson Company, a Tampa real estate developer (1982 - 1992). Mr. Swartz's
prior experience includes service as an accountant with Peat Marwick & Co. in
Atlanta.

GORDON TUNSTALL has served as a director of the Company since October
1995. He is the founder of and for more than 14 years has served as President
of Tunstall Consulting, Inc., a provider of strategic consulting and financial
planning services. Mr. Tunstall currently serves on the Board of Directors of
Discount Auto Parts, Inc., Orthodontic Centers of America, Inc., Advanced
Lighting Technologies, Inc. and L.A. T Sportswear, Inc.

W. R. CAREY JR. has served as a director of the Company since October
1995. He is currently the Chairman and Chief Executive Officer of Corporate
Resource Development, Inc., an Atlanta, Georgia based sales and marketing
consulting and training firm which began in 1981 and assists some of America's
largest firms in the design, development and implementation of strategic and
tactical product marketing. Mr. Carey serves on the Board of Directors of
Outback Steakhouse and is the National Chairman of the Council of Growing
Companies.

PRE 14A 9th Page of 34 TOC 1st Previous Next ↓Bottom Just 9th

TODD W. MANSFIELD is a nominee for a seat on the Board of Directors. He
is currently the Executive Vice President (1995 - 1997) and General Manager
(1991 - 1997) of Disney Development Company and President of the Celebration
Company (1993 - 1997), both wholly-owned subsidiaries of The Walt Disney
Company. Prior to becoming Executive Vice President of Disney Development
Company in 1995, Mr. Mansfield served as Senior Vice President of Disney
Development Company (1991 - 1994).

MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES

During 1996, the Company's Board of Directors held five meetings. Each
incumbent director attended all of the Board meetings and meetings of
committees of which they were a member.

The Company's Board of Directors has established an audit committee
comprised of Messrs. Dominici, Tunstall and Carey. The audit committee makes
recommendations regarding the engagement of independent public accountants,
reviews with the independent public accountants the plans and results of the
audit engagement, approves the professional services provided by the
independent public accountants, reviews with the independent public accountants
the plans and results of the audit engagement, approves the professional
services provided by the independent public accountants, reviews the
independence of the independent public accountants, considers the range of
audit and non-audit fees, and reviews the adequacy of the Company's internal
accounting controls.

The Company's Board of Directors has also established a Compensation
Committee comprised of Messrs. Dunkel, Tunstall and Carey. The Compensation
Committee determines the compensation of the Company's executive officers.

The Company's Board of Directors established a Stock Option Committee
comprised of Messrs. Dunkel and Sutter. The Stock Option Committee administers
the Company's stock option plans and makes all determinations as to grants of
options.

The Company does not have a nominating committee. This function is
performed by the Board of Directors.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company are paid $5,000 annually
plus $500 for each board meeting attended, and $500 for each committee meeting
attended if such meetings occur on a day other than a scheduled meeting of the
Board of Directors. In addition, the Company reserved 200,000 shares of Common
Stock for future issuance upon the exercise of stock options that may be
granted to such non-employee directors. During 1996, Messrs Tunstall and Carey
were each granted options to purchase 10,000 shares of the Company's common
stock at an exercise price of $22.00 per share. These options vest 20% per
year beginning one year from the option grant date. All directors receive
reimbursement of reasonable out-of-pocket expenses incurred in connection with
meetings of the Board of Directors. No director who is an employee of the
Company receives separate compensation for services rendered as a director.

PRE 14A 10th Page of 34 TOC 1st Previous Next ↓Bottom Just 10th

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than ten
percent of the common stock of the Company, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
directors, and ten percent shareholders are required by the SEC regulations to
furnish the Company with copies of all Section 16(a) reports they file.

Based solely on its review of the copies of such reports received by it,
and written representations from certain reporting persons that no SEC Forms 3,
4, or 5 were required to be filed by those persons, the Company believes that
during 1996, its officers, directors and ten percent beneficial owners timely
complied with all applicable filing requirements, except those relating to a
Form 4 required to be filed by Ms. Rorech, which was filed late.

PRE 14A 11th Page of 34 TOC 1st Previous Next ↓Bottom Just 11th

DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

The following table sets forth the compensation received by the Company's
Chief Executive Officer and the four highest paid directors and executive
officers for services rendered to the Company in 1994, 1995 and 1996.

SUMMARY COMPENSATION TABLE

[Download Table]

Annual Compensation Compensation
Name and Principal Position Year Salary($)(1) Bonus($) Options
--------------------------- ---- ---------------------- -------

David L. Dunkel 1994 $150,000 $443,111 ---
President, Chief Executive Officer, 1995 $200,000 --- ---
and Director 1996 $200,000 --- ---

Maureen A. Rorech 1994 $ 60,000 $266,500 ---
Director and former Vice President 1995 $150,000 --- 135,252
1996 $106,250 --- ---

Howard W. Sutter 1994 $ 90,000 $183,660 ---
Vice President and Director 1995 $150,000 --- ---
1996 $150,000 --- ---

Peter Dominici 1994 $ 75,000 $105,000 154,612
Chief Financial Officer, Secretary, 1995 $100,000 --- 20,000
Treasurer and Director 1996 $110,000 --- 10,000

James W. Swartz 1994 --- --- ---
Executive Vice President, Chief 1995 --- --- ---
Operating Officer and Director Nominee 1996 $140,938 $ 82,000 135,000

Richard M. Cocchiaro 1994 $ 90,000 $120,454 ---
Division President and Director 1995 $ 75,000 --- ---
1996 $ 57,500 --- ---

__________________
(1) Includes deferred compensation.

OPTION GRANTS IN 1996

There were 145,000 stock options granted during 1996 to the individuals
shown in the Summary Compensation Table.

PRE 14A 12th Page of 34 TOC 1st Previous Next ↓Bottom Just 12th

AGGREGATE OPTION EXERCISES IN 1996 AND DECEMBER 31, 1996 OPTION VALUES

The following table shows information concerning options exercised during
1996 and options held by the officers shown in the Summary Compensation Table
at the end of 1996.

[Enlarge/Download Table]

Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options at
Options at Fiscal Fiscal Year-
Year-End(#) End($)(2)
Shares Acquired Value Exercisable(E)/ Exercisable(E)/
Name on Exercise(#) Realized($)(1) Unexercisable(U) Unexercisable(U)
---- --------------- -------------- ---------------- ----------------

David L. Dunkel ---- ---- ---- ----
Maureen A. Rorech ---- ---- 67,080(E)/68,172(U) $1,275,862(E)/$1,188,731(U)
Howard W. Sutter ---- ---- ---- ----
Peter Dominici 30,000 $583,725 43,260(E)/111,352(U) $833,630(E)/$1,840,153(U)
James D. Swartz ---- ---- 8,000(E)/127,000(U) $ 76,000(E)/$494,000(U)
Richard M. Cocchiaro ---- ---- ---- ----

_________
(1) Represents the dollar value of the difference between the value (measured
on the date exercised) and the option exercise price.

(2) Represents the dollar value of the difference between the value at December
31, 1996 and the option exercise price of unexercised options at December
31, 1996.

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with David L. Dunkel,
Howard W. Sutter, and Peter Dominici effective March 1, 1997. Each of these
agreements is for a period of three years and provides for an annual base
salary and certain other benefits. The Company entered into an employment
agreement with James D. Swartz effective February 23, 1996. This agreement is
for a period of two years and provides for an annual base salary and certain
other benefits. The annual base salaries for fiscal 1997 for Mr. Dunkel, Mr.
Sutter, Mr. Dominici and Mr. Swartz are $215,000, $160,000, $120,000 and
$195,000, respectively. The employment agreements provide that the executives
are entitled to severance benefits if their employment is terminated by the
Company "without cause" (as defined in the employment agreements). In such
case, the executive would receive his full compensation for a period of two
years. The employment agreements also provide that upon a change in control
of the Company each executive would be entitled to receive an immediate lump
sum payment equal to twice the executive's annual salary, subject to certain
limitations. In general, a change in control is defined by the
employment agreements to be any replacement of 50% or more ofthe directors of
the Company that follows and is directly or indirectly the result of certain
extraordinary corporate occurrences, such as a merger or other business
combination involving the Company, a tender offer for the Company's stock,
a solicitation of proxies other than by the Company's management or Board of
Directors, or an acquisition by a person or group of 25% or more of the
Company's stock. Each agreement contains a covenant not to compete, which
continues for one year following any termination.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board's Compensation Committee currently consists of Messrs. Dunkel,
Tunstall and Carey. Messrs. Tunstall and Carey are outside directors. Set
forth below is a description of certain transactions and relationships between
the Compensation Committee members, the Chief Executive Officer and the
Company.

In October 1995, the Company entered into a strategic consulting agreement
with Corporate Resource Development, Inc. W.R. Carey Jr., a director of the
Company, is the Chairman and Chief Executive Officer of Corporate Resource
Development, Inc. Services under this agreement were completed in 1996 at an
aggregate cost of approximately $215,000.

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934 that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following Board Compensation Committee
Report on Executive Compensation and the Performance Graph shall not be
incorporated by reference into any such filings.

PRE 14A 13th Page of 34 TOC 1st Previous Next ↓Bottom Just 13th

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee (the "Committee") is comprised of the two
outside Directors of the Company, Messrs. Tunstall and Carey and the Company's
Chief Executive Officer, Mr. Dunkel. It is the Committee's responsibility to
review the Company's executive compensation program and policies each year and
to determine the compensation of the Company's executive officers. The Chief
Executive Officer submits his recommendations for compensation of the other
executive officers to the Committee for its approval.

The Company is committed to maximizing shareholder value through superior
financial performance and business growth. The Committee's fundamental policy
is to offer the Company's executive officers competitive compensation
opportunities based upon their personal performance, the financial performance
of the Company, and their contribution to that performance. It is the
Committee's objective to align the interests of the executive officers to those
of the shareholders by making a substantial portion of their compensation
contingent upon the Company's performance. Messrs. Dunkel, Sutter and Dominici
have substantial equity holdings in the Company and are therefore closely
aligned with shareholders interests. Mr. Swartz has substantial equity
incentives which also closely aligns him to shareholder interests. For the
remaining term of the executive officers' employment agreements, the primary
objective of the Committee is to establish a base salary for each executive
officer which reflects individual performance and is competitive with salary
levels of similar sized companies.

Compensation Committee

David L. Dunkel
Gordon Tunstall
W. R. Carey, Jr.

PRE 14A 14th Page of 34 TOC 1st Previous Next ↓Bottom Just 14th

CERTAIN TRANSACTIONS

The Company leases office space from a limited partnership in which David
L. Dunkel, Howard W. Sutter, and Richard M. Cocchiaro, officers and directors
of the Company, are limited partners. Payments under the lease are
approximately $27,000 per month, expiring in 2001. Total lease payments to the
partnership were approximately $165,000, $266,000, and $300,000 in 1994, 1995,
and 1996, respectively. The Company believes the lease payments are comparable
to those that would be made to an unrelated third party.

In 1995, the Company entered into split dollar and cross-purchase split
dollar life insurance agreements with Messrs. Dunkel, Sutter and Cocchiaro and
Ms. Rorech and their estates whereby the Company pays a portion of the life
insurance premiums on behalf of the officers and their estates. The Company
has been granted a security interest in the cash value and death benefit of
each policy equal to the amount of the cumulative premium payments made by the
Company. The intent of these agreements is to, in the event of an executive
officer's/director's death, provide liquidity to pay estate taxes and to
provide surviving executive officers/directors with the ability to purchase
shares from a deceased executive officer's/director's estate, minimizing the
possibility of a large block of the Company's common shares being put on the
open market to the potential detriment of the Company's market price and to
allow the Company to maintain a concentration of voting power among its
executive officers/directors. The total premiums paid during 1995 and 1996
were approximately $381,000 and $337,000, respectively, and are included in the
Company's financial statements as related party receivables at December 31, 1995
and 1996.

PRE 14A 15th Page of 34 TOC 1st Previous Next ↓Bottom Just 15th

PERFORMANCE GRAPH

The following graph sets forth the Company's total stockholder return as
compared to the CRSP Total Return Index for The Nasdaq Stock Market (US), and
as compared to a Peer Group selected in good faith by the Company, for the
period August 15, 1995, when the Company's Common Stock was first registered
under the Exchange Act, through December 31, 1996, the last day of the
Company's last completed fiscal year. The corporations making up the Peer
Group consist of the Company, AccuStaff Inc., Interim Services, Inc., Kelly
Services, Inc., Manpower, Inc., Olsten Corporation, On Assignment, Inc., Robert
Half International and Alternative Resources Corporation.

COMPARISON OF CUMULATIVE TOTAL RETURN(1)
FOR THE PERIOD FROM 8/15/95 THROUGH 12/31/96
AMONG ROMAC INTERNATIONAL, INC., THE CRSP TOTAL RETURN INDEX FOR
THE NASDAQ STOCK MARKET (US) AND THE PEER GROUP(2)

[GRAPH]

PRE 14A 16th Page of 34 TOC 1st Previous Next ↓Bottom Just 16th

The information presented in the graph on the previous page was obtained
by the Company from outside sources it considers to be reliable but has not
been independently verified by the Company.

The graph on the previous page assumes $100 invested at the beginning of
the period in the Company's Common Stock(3), the CRSP Total Return Index for
The Nasdaq Stock Market (US) and the Peer Group, and was plotted using the
following data:

[Download Table]

CRSP Total
Romac Return Index
International, for The Nasdaq Peer
Period Ended Inc. Stock Market (US) Group
------------ ------------- ----------------- -------

8/15/95 $100.00 $100.00 $100.00
9/30/95 $136.00 $103.04 $117.87
12/31/95 $188.00 $104.30 $154.04
3/31/96 $246.00 $109.17 $182.26
6/30/96 $408.00 $118.08 $193.09
9/30/96 $488.00 $122.29 $194.93
12/31/96 $352.00 $128.30 $173.21

____________
(1) Total Return Assumes Reinvestment of Dividends.

(2) This index represents the cumulative total return of the Company and the
Peer Group corporations, each of which provides temporary or permanent
employment services. Many of the Company's competitors are privately-held,
and only a few of the selected corporations specialize, as does the
Company, primarily in the temporary, contract and permanent placement of
accounting and finance, information technology and human resource
personnel. However, the selected corporations constitute the best
approximation of a peer group among public companies.

(3) Based on the initial public offering price of $6.25 per share, as adjusted
to reflect the two-for-one stock split in the form of a 100% stock
dividend to shareholders of record on May 15, 1996, which was reflected on
the Nasdaq National Market on May 23, 1996.

PRE 14A 17th Page of 34 TOC 1st Previous Next ↓Bottom Just 17th

PROPOSAL 1 - ELECTION OF DIRECTORS

The Board of Directors of the Company is divided into three classes of
directors. The Company's Articles of Incorporation provide that at each annual
election, directors shall be chosen by class for a term of three years, to
preserve, as evenly as practicable, the division of directors into classes.
The current terms of the three classes of directors expire in 1997 (Class III
directors), 1998 (Class I directors) and 1999 (Class II directors).

The Board of Directors has nominated David L. Dunkel, Howard W. Sutter and
W.R. Carey, Jr., to stand for election at the Meeting for the Class III
director seats. Each of such nominees' current terms will expire on the date
of the Meeting. The Board of Directors has also nominated James D. Swartz to
stand for election at the Meeting for a Class I director seat and Todd W.
Mansfield to stand for election at the Meeting for a Class II director seat.
See "Management - Directors and Executive Officers" for information on such
nominees. Unless otherwise indicated, votes will be cast pursuant to the
accompanying proxy FOR the election of these nominees. Should any nominee
become unable or unwilling to accept nomination or election for any reason, it
is intended that votes will be cast for a substitute nominee designated by the
Board of Directors, which has no reason to believe the nominees named will be
unable or unwilling to serve if elected.

PROPOSAL 2 - AMENDMENT TO THE
ARTICLES OF INCORPORATION TO
INCREASE THE AUTHORIZED COMMON STOCK

The Board of Directors has approved a resolution amending the Company's
Articles of Incorporation increasing the authorized Common Stock, par value
$.01 per share, from 15.0 million shares to 100.0 million shares. The Board of
Directors directed that the proposal to increase the Company's authorized
Common Stock be submitted to the shareholders of the Company for approval and
adoption at the Meeting.

The increase in the number of authorized shares will facilitate using the
Company's stock in any future acquisitions and will also make future stock
dividends possible. The Company has no present plans to issue any of the
increased authorized Common Stock.

The Board of Directors recommends that shareholders vote FOR this
proposal.

PROPOSAL 3 - APPROVAL OF THE
AMENDMENT TO THE ROMAC INTERNATIONAL, INC.
AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN

On October 18, 1996 and February 7, 1997, the Company's Board of Directors
amended the Amended and Restated Incentive Stock Option Plan (the "Plan") and
approved its submission to the shareholders for their approval. The name of
the Plan as amended on October 18, 1996, is Romac International, Inc. Stock
Incentive Plan. The Plan was initially adopted in 1994 and was amended by the
Board of Directors and by the shareholders in March 1995, September 1995 and
March 1996.

PRE 14A 18th Page of 34 TOC 1st Previous Next ↓Bottom Just 18th

The October 18, 1996, amendment expanded the Plan in order to further the
interests of the Company and its shareholders by providing incentives in the
form of both incentive and nonqualified stock option grants, stock appreciation
right grants and restricted stock grants to employees who contribute materially
to the success and profitability of the Company.

The February 7, 1997, amendment to the Plan increases the number of shares
available for purchase under the Plan from 3.0 million shares to 4.5 million
shares and modifies the provisions of the Plan relating to the administration
and amendment of the Plan in order to reflect changes to recent revisions of
Rule 16b-3 promulgated by the Securities and Exchange Commission under Section
16 of the Securities Act of 1934, as amended ("Rule 16b-3"). Prior to the
February 7, 1997, amendment, the Plan required shareholder approval of an
amendment to the Plan that would (i) materially increase the benefits accruing
to participants under the Plan, (ii) increase the aggregate number of shares of
the Company's stock that may be delivered under the Plan, (iii) materially
modify the eligibility requirements for participation in the Plan, or (iv)
amend the requirements described in (i), (ii) and (iii) of this sentence. The
purpose of this provision was to comply with the requirements of former Rule
16b-3 that shareholders must approve such amendments. The recent revisions to
Rule 16b-3 included an elimination of a requirement that shareholders must
approve such amendments. To reflect this revision to Rule 16b-3, the Board
amended the Plan to provide that the Board may condition any amendment on the
approval of the shareholders of the Company if such approval is necessary or
advisable with respect to tax, securities or other applicable laws to which the
Company, the Plan, recipients or eligible persons are subject.

As of March 20, 1997, approximately 1,571,000 options to acquire shares are
outstanding pursuant to the Plan. It is estimated that approximately 750
individuals currently participate in the Plan.

As of March 20, 1997 approximately 1,024,000 shares remained available for
grant pursuant to the Plan. The Board of Directors, in order to ensure that
the Company has an adequate number of shares available to grant to its current
and future employees to enable it to attract and retain individuals of
training, experience and ability, believes an increase in the number of shares
to be necessary.

The Board of Directors recommends that the shareholders vote FOR this
proposal.

INFORMATION CONCERNING INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Company's Board of Directors has appointed Price Waterhouse LLP
independent accountants to audit the consolidated financial statements of the
Company for the year ending December 31, 1997. Representatives of Price
Waterhouse LLP are expected to be present at the Meeting with the opportunity
to make a statement if they desire to do so and to respond to appropriate
questions posed by shareholders.

PRE 14A 19th Page of 34 TOC 1st Previous Next ↓Bottom Just 19th

PROPOSALS OF SHAREHOLDERS FOR THE NEXT ANNUAL MEETING

Proposals of shareholders intended for presentation at the 1998 annual
meeting must be received by the Company on or before December 4, 1997, in order
to be included in the Company's proxy statement and form of proxy for that
meeting.

The Company's Articles of Incorporation also require advance notice to the
Company of any shareholder proposal and of any nominations by shareholders of
persons to stand for election as directors at a shareholders' meeting. Notice
of shareholder proposals and of director nominations must be timely given in
writing to the Secretary of the Company prior to the meeting at which the
directors are to be elected. To be timely, notice must be received at the
principal executive office of the Company not less than 60 days prior to the
meeting of shareholders; provided, however, that in the event that less than 70
days' notice prior to public disclosure of the date of the meeting is given or
made to the shareholders, notice by the shareholder, in order to be timely,
must be so delivered or received not later than the close of business on the
tenth day following the day on which such notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual meeting was
made, whichever first occurs.

In addition to the matters required to be set forth by the rules of the
Securities and Exchange Commission, a shareholder's notice with respect to a
proposal to be brought before the annual meeting must set forth (a) a brief
description of the proposal and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the Company's
books, of the shareholder proposing such business and any other shareholders
known by such shareholder to be supporting such proposal, (c) the class and
number of shares of the Company that are beneficially owned by such shareholder
on the date of such shareholder notice and by other shareholders known to such
shareholder to be supporting such proposal on the date of such shareholder
notice, and (d) any financial interest of the shareholder in such proposal.

A shareholder's notice with respect to a director nomination must set
forth (a) as to each nominee (i) the name, age, business address, and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of the Company that are
beneficially owned by such person, (iv) all information that would be required
to be included in the proxy statement soliciting proxies for the election of
the nominee director (including such person's written consent to serve as a
director if so elected), and (b) as to the shareholder providing such notice
(i) the name and address, as they appear on the Company's books, of the
shareholder, and (ii) the class and number of shares of the Company that are
beneficially owned by such shareholder on the date of such shareholder notice.

The complete Articles of Incorporation provisions governing these
requirements are available to any shareholder without charge upon request from
the Secretary of the Company.

PRE 14A 20th Page of 34 TOC 1st Previous Next ↓Bottom Just 20th

OTHER MATTERS

The Board of Directors knows of no other matter to be presented at the
Annual Meeting. If any other matter should be presented properly, it is
intended that the enclosed proxy will be voted in accordance with the judgment
of the individuals named in the proxy.

THE COMPANY WILL PROVIDE TO ANY SHAREHOLDER, UPON THE WRITTEN REQUEST OF
ANY SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING
THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FOR ITS FISCAL YEAR ENDED
DECEMBER 31, 1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934. ALL SUCH
REQUESTS SHOULD BE DIRECTED TO PETER DOMINICI, SECRETARY, ROMAC INTERNATIONAL,
INC., 120 WEST HYDE PARK PLACE, SUITE 150, TAMPA FLORIDA 33606. NO CHARGE WILL
BE MADE FOR COPIES OF SUCH ANNUAL REPORT; HOWEVER, A REASONABLE CHARGE FOR THE
EXHIBITS WILL BE MADE.

By Order of the Board of Directors,

Peter Dominici,
Secretary

Tampa, Florida
April 4, 1997

PRE 14A 21st Page of 34 TOC 1st Previous Next ↓Bottom Just 21st

EXHIBIT A
ROMAC INTERNATIONAL, INC.
STOCK INCENTIVE PLAN

1. PURPOSE. The purpose of this Stock Incentive Plan (the "Plan") is
to further the interests of Romac International, Inc., a Florida corporation
(the "Company"), its subsidiaries and its shareholders by providing incentives
in the form of grants of stock options, stock appreciation rights and
restricted stock to key employees and other persons who contribute materially
to the success and profitability of the Company. The grants will recognize and
reward outstanding individual performances and contributions and will give such
persons a proprietary interest in the Company, thus enhancing their personal
interest in the Company's continued success and progress. This program will
also assist the Company and its subsidiaries in attracting and retaining key
persons. This Plan is a continuation, in the form of an amendment and
restatement, of an existing plan previously known as the Romac International,
Inc. Incentive Stock Option Plan.

2. DEFINITIONS. The following definitions shall apply to this Plan:

(A) "AWARD" means, individually or collectively, a grant under the
Plan of a Nonqualified Stock Option, an Incentive Stock Option, a Stock
Appreciation Right, or Restricted Stock.

(B) "BOARD" means the board of directors of the Company.

(C) "CHANGE OF CONTROL" occurs when (i) any person, including a
"group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, becomes the beneficial owner of forty percent or more of the total
number of shares entitled to vote in the election of directors of the Board,
(ii) the Company is merged into any other company or substantially all of its
assets are acquired by any other company, or (iii) three or more directors
nominated by the Board to serve as a director, each having agreed to serve in
such capacity, fail to be elected in a contested election of directors.

(D) "CODE" means the Internal Revenue Code of 1986, as amended.

(E) "COMMITTEE" means the Stock Incentive Committee appointed by the
Board.

(F) "COMMON STOCK" means the Common Stock, par value $.01 per share
of the Company, or such other class of shares or securities as to which the Plan
may be applicable pursuant to Section 10 herein.

(G) "COMPANY" means Romac International, Inc.

(H) "DATE OF GRANT" means the date on which the Option, Restricted
Stock or SAR, whichever is applicable, is granted.

PRE 14A 22nd Page of 34 TOC 1st Previous Next ↓Bottom Just 22nd

(I) "ELIGIBLE PERSON" means any person who performs or has in the
past performed services for the Company or any direct or indirect partially or
wholly owned subsidiary thereof, whether as a director, officer, employee,
consultant or other independent contractor, and any person who performs services
relating to the Company in his or her capacity as an employee or independent
contractor of a corporation or other entity that provides services for the
Company.

(J) "EMPLOYEE" means any person employed on an hourly or salaried
basis by the Company or any parent or Subsidiary of the Company that now exists
or hereafter is organized or acquired by or acquires the Company.

(K) "FAIR MARKET VALUE" means the fair market value of the Common
Stock. If the Common Stock is not publicly traded on the date as of which fair
market value is being determined, the Board shall determine the fair market
value of the Shares, using such factors as the Board considers relevant, such as
the price at which recent sales have been made, the book value of the Common
Stock, and the Company's current and projected earnings. If the Common Stock is
publicly traded on the date as of which fair market value is being determined,
the fair market value is the mean between the high and low sales prices of the
Common Stock as reported by The NASDAQ Stock Market on that date or, if the
Common Stock is listed on a stock exchange, the mean between the high and low
sales prices of the stock on that date, as reported in The Wall Street Journal.
If trading in the stock or a price quotation does not occur on the date as of
which fair market value is being determined, the next preceding date on which
the stock was traded or a price was quoted will determine the fair market value.

(L) "INCENTIVE STOCK OPTION" means a stock option granted pursuant
to either this Plan or any other plan of the Company that satisfies the
requirements of Section 422 of the Code and that entitles the Recipient to
purchase stock of the Company or in a corporation that at the time of grant of
the option was a parent or subsidiary of the Company or a predecessor
corporation of any such corporation.

(M) "NONQUALIFIED STOCK OPTION" means a stock option granted
pursuant to the Plan that is not an Incentive Stock Option and that entitles the
Recipient to purchase stock of the Company or in a corporation that at the time
of grant of the option was a parent or subsidiary of the Company or a
predecessor corporation of any such corporation.

(N) "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option granted pursuant to the Plan.

(O) "OPTION AGREEMENT" means a written agreement entered into
between the Company and a Recipient which sets out the terms and restrictions of
an Option Award granted to the Recipient.

(P) "OPTION SHAREHOLDER" shall mean an Employee who has exercised
his or her Option.

(Q) "OPTION SHARES" means Shares issued upon exercise of an Option.

PRE 14A 23rd Page of 34 TOC 1st Previous Next ↓Bottom Just 23rd

(R) "PERIOD OF RESTRICTION" means the period beginning on the Date
of Grant of a Restricted Stock Award and ending on the date on which the
Restricted Stock Shares subject to such Award are released from all restrictions
imposed upon such Shares.

(S) "PLAN" means this Romac International, Inc. Stock Incentive
Plan.

(T) "RECIPIENT" means an individual who receives an Award.

(U) "RESTRICTED STOCK" means an Award granted to a Recipient
pursuant to Section 8 hereof.

(V) "RESTRICTED STOCK AGREEMENT" means a written agreement entered
into between the Company and a Recipient which sets out the terms and
restrictions of a Restricted Stock Award granted to the Recipient.

(W) "SAR AGREEMENT" means a written agreement entered into between
the Company and a Recipient which sets out the terms and restrictions of a SAR
Award granted to the Recipient.

(X) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.

(Y) "STOCK APPRECIATION RIGHT" OR "SAR" means an Award, designated
as a SAR, granted to a Recipient pursuant to Section 7 hereof.

(Z) "SUBSIDIARY" means any corporation 50 percent or more of the
voting securities of which are owned directly or indirectly by the Company at
any time during the existence of this Plan.

3. ADMINISTRATION. This Plan will be administered by the Committee. The
Committee has the exclusive power to select the Recipients of Awards pursuant
to this Plan, to establish the terms of the Awards granted to each Recipient,
and to make all other determinations necessary or advisable under the Plan.
The Committee has the sole and absolute discretion to determine whether the
performance of an Eligible Person warrants an Award under this Plan, and to
determine the size and type of the Award. The Committee has full and exclusive
power to construe and interpret this Plan, to prescribe, amend, and rescind
rules and regulations relating to this Plan, and to take all actions necessary
or advisable for the Plan's administration. The Committee, in the exercise of
its powers, may correct any defect or supply any omission, or reconcile any
inconsistency in the Plan, or in any Agreement, in the manner and to the extent
it shall deem necessary or expedient to make the Plan fully effective. In
exercising this power, the Committee may retain counsel at the expense of the
Company. The Committee shall also have the power to determine the duration and
purposes of leaves of absence which may be granted to a Recipient without
constituting a termination of the Recipient's employment for purposes of the
Plan. Any determinations made by the Committee will be final and binding on all
persons. A member of the Committee will not be liable for performing any act or
making any determination in good faith.

PRE 14A 24th Page of 34 TOC 1st Previous Next ↓Bottom Just 24th

4. SHARES SUBJECT TO PLAN. Subject to the provisions of Section
10 of the Plan, the maximum aggregate number of Shares that may be subject to
Awards under the Plan shall be 4,500,000. If an Award should expire or become
unexercisable for any reason without having been exercised, the unpurchased
Shares that were subject to such Award shall, unless the Plan has then
terminated, be available for other Awards under the Plan.

5. ELIGIBILITY. Any Eligible Person that the Committee in its sole
discretion designates is eligible to receive an Award under this Plan. The
Committee's grant of an Award to a Recipient in any year does not require the
Committee to grant an Award such Recipient in any other year. Furthermore, the
Committee may grant different Awards to different Recipients and has full
discretion to choose whether to grant Awards to any Eligible Person. The
Committee may consider such factors as it deems pertinent in selecting
Recipients and in determining the types and sizes of their Awards, including,
without limitation, (i) the financial condition of the Company or its
Subsidiaries; (ii) expected profits for the current or future years; (iii) the
contributions of a prospective Recipient to the profitability and success of
the Company or its Subsidiaries; and (iv) the adequacy of the prospective
Recipient's other compensation. Recipients may include persons to whom stock,
stock options, stock appreciation rights, or other benefits previously were
granted under this or another plan of the Company or any Subsidiary, whether or
not the previously granted benefits have been fully exercised or vested. A
Recipient's right, if any, to continue to serve the Company and its
Subsidiaries as an officer, Employee, or otherwise will not be enlarged or
otherwise affected by his designation as a Recipient under this Plan, and such
designation will not in any way restrict the right of the Company or any
Subsidiary, as the case may be, to terminate at any time the employment or
affiliation of any participant.

6. OPTIONS. Each Option granted to a Recipient under the Plan shall
contain such provisions as the Committee at the Date of Grant shall deem
appropriate. Each Option granted to a Recipient will satisfy the following
requirements:

(A) WRITTEN AGREEMENT. Each Option granted to a Recipient will be
evidenced by an Option Agreement. The terms of the Option Agreement need not be
identical for different Recipients. The Option Agreement shall include a
description of the substance of each of the requirements in this Section 6 with
respect to that particular Option.

(B) NUMBER OF SHARES. Each Option Agreement shall specify the
number of Shares that may be purchased by exercise of the Option.

(C) EXERCISE PRICE. Except as provided in Section 6(l), the
exercise price of each Share subject to an Incentive Stock Option shall equal
the exercise price designated by the Committee on the Date of Grant, but shall
not be less than the Fair Market Value of the Share on the Incentive Stock
Option's Date of Grant. The exercise price of each Share subject to a
Nonqualified Stock Option shall equal the exercise price designated by the
Committee on the Date of Grant.

PRE 14A 25th Page of 34 TOC 1st Previous Next ↓Bottom Just 25th

(D) DURATION OF OPTION. Except as provided in Section 6(l), an
Incentive Stock Option granted to an Employee shall expire on the tenth
anniversary of its Date of Grant or, at such earlier date as is set by the
Committee in establishing the terms of the Incentive Stock Option at grant.
Except as provided in Section 6(l), a Nonqualified Stock Option granted to an
Employee shall expire on the tenth anniversary of its Date of Grant or, at such
earlier or later date as is set by the Committee in establishing the terms of
the Nonqualified Stock Option at grant. If the Recipient's employment with the
Company terminates before the expiration date of an Option granted to the
Recipient, the Option shall expire on the earlier of the date stated in this
subsection or the date stated in following subsections of this Section.
Furthermore, expiration of an Option may be accelerated under subsection (j)
below.

(E) VESTING OF OPTION. Each Option Agreement shall specify the
vesting schedule applicable to the Option. The Committee, in its sole and
absolute discretion, may accelerate the vesting of any Option at any time.

(F) DEATH. In the case of the death of a Recipient, an Incentive
Stock Option granted to the Recipient shall expire on the one-year anniversary
of the Recipient's death, or if earlier, the date specified in subsection (d)
above. During the one-year period following the Recipient's death, the Incentive
Stock Option may be exercised to the extent it could have been exercised at the
time the Recipient died, subject to any adjustment under Section 10 herein. In
the case of the death of a Recipient, a Nonqualified Stock Option granted to the
Recipient shall expire on the one-year anniversary of the Recipient's death, or
if earlier, the date specified in subsection (d) above, unless the Committee
sets an earlier or later expiration date in establishing the terms of the
Nonqualified Stock Option at grant or a later expiration date subsequent to the
Date of Grant but prior to the one-year anniversary of the Recipient's death.
During the period beginning on the date of the Recipient's death and ending on
the date the Nonqualified Stock Option expires, the Nonqualified Stock Option
may be exercised to the extent it could have been exercised at the time the
Recipient died, subject to any adjustment under Section 10 herein.

(G) DISABILITY. In the case of the total and permanent disability
of a Recipient and a resulting termination of employment or affiliation with the
Company, an Incentive Stock Option granted to the Recipient shall expire on the
one-year anniversary of the Recipient's last day of employment, or, if earlier,
the date specified in subsection (d) above. During the one-year period
following the Recipient's termination of employment or affiliation by reason of
disability, the Incentive Stock Option may be exercised as to the number of
Shares for which it could have been exercised at the time the Recipient became
disabled, subject to any adjustments under Section 10 herein. In the case of
the total and permanent disability of a Recipient and a resulting termination of
employment or affiliation with the Company, a Nonqualified Stock Option granted
to the Recipient shall expire on the one-year anniversary of the Recipient's
last day of employment, or, if earlier, the date specified in subsection (d)
above, unless the Committee sets an earlier or later expiration date in
establishing the terms of the Nonqualified Stock Option at grant or a later
expiration date subsequent to the Date of Grant but prior to the one-year
anniversary of the Recipient's last day of employment or affiliation with the
Company. During the period beginning on the date of the Recipient's termination
of employment or affiliation by reason of disability and ending on the date the
Nonqualified Stock Option expires, the Nonqualified Stock Option may be
exercised as to the number of Shares for which it could have been exercised at
the time the Recipient became disabled, subject to any adjustments under Section
10 herein.

PRE 14A 26th Page of 34 TOC 1st Previous Next ↓Bottom Just 26th

(H) RETIREMENT. If the Recipient's employment with the Company
terminates by reason of normal retirement under the Company's normal retirement
policies, an Incentive Stock Option granted to the Recipient will expire 90 days
after the last day of employment, or, if earlier, on the date specified in
subsection (d) above. During the 90-day period following the Recipient's normal
retirement, the Incentive Stock Option may be exercised as to the number of
Shares for which it could have been exercised on the retirement date, subject to
any adjustment under Section 10 herein. If the Recipient's employment with the
Company terminates by reason of normal retirement under the Company's normal
retirement policies, a Nonqualified Stock Option granted to the Recipient will
expire 90 days after the last day of employment, or, if earlier, on the date
specified in subsection (d) above, unless the Committee sets an earlier or later
expiration date in establishing the terms of the Nonqualified Stock Option at
grant or a later expiration date subsequent to the Date of Grant but prior to
the end of the 90-day period following the Recipient's normal retirement. During
the period beginning on the date of the Recipient's normal retirement and ending
on the date the Nonqualified Stock Option expires, the Nonqualified Stock Option
may be exercised as to the number of Shares for which it could have been
exercised on the retirement date, subject to any adjustment under Section 10
herein.

(I) TERMINATION OF SERVICE. If the Recipient ceases employment or
affiliation with the Company for any reason other than death, disability, or
retirement (as described above), an Option granted to the Recipient shall lapse
immediately following the last day that the Recipient is employed by or
affiliated with the Company. However, the Committee may, in its sole
discretion, either at grant of the Option or at the time the Recipient
terminates employment, delay the expiration date of the Option to a date after
termination of employment; provided, however, that the expiration date of an
Incentive Stock Option may not be delayed more than 90 days following the
termination of the Recipient's employment or affiliation with the Company.
During any such delay of the expiration date, the Option may be exercised only
for the number of Shares for which it could have been exercised on such
termination date, subject to any adjustment under Section 10 herein.
Notwithstanding any provisions set forth herein or in the Plan, if the Recipient
shall (i) commit any act of malfeasance or wrongdoing affecting the Company or
any parent or subsidiary, (ii) breach any covenant not to compete or employment
agreement with the Company or any parent or Subsidiary, or (iii) engage in
conduct that would warrant the Recipient's discharge for cause, any unexercised
part of the Option shall lapse immediately upon the earlier of the occurrence of
such event or the last day the Recipient is employed by the Company.

(J) CHANGE OF CONTROL. If a Change of Control occurs, the Board may
vote to immediately terminate all Options outstanding under the Plan as of the
date of the Change of Control or may vote to accelerate the expiration of the
Options to the tenth day after the effective date of the Change of Control. If
the Board votes to immediately terminate the Options, it shall make a cash
payment to the Recipient equal to the difference between the Exercise Price and
the Fair Market Value of the Shares that would have been subject to the
terminated Option on the date of the Change of Control.

(K) CONDITIONS REQUIRED FOR EXERCISE. Options granted to Recipients
under the Plan shall be exercisable only to the extent they are vested according
to the terms of the Option Agreement. Furthermore, Options granted to Employees
under the Plan shall be exercisable only if the issuance of Shares pursuant to
the exercise would be in compliance with applicable securities laws, as
contemplated by Section 9 of the Plan. Each Agreement shall specify any
additional conditions required for the exercise of the Option.

PRE 14A 27th Page of 34 TOC 1st Previous Next ↓Bottom Just 27th

(L) TEN PERCENT SHAREHOLDERS. An Incentive Stock Option granted to
an individual who, on the Date of Grant, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of either the
Company or any parent or Subsidiary, shall be granted at an exercise price of
110 percent of Fair Market Value on the Date of Grant and shall be exercisable
only during the five-year period immediately following the Date of Grant. In
calculating stock ownership of any person, the attribution rules of Code Section
424(d) will apply. Furthermore, in calculating stock ownership, any stock that
the individual may purchase under outstanding options will not be considered.

(M) MAXIMUM OPTION GRANTS. The aggregate Fair Market Value,
determined on the Date of Grant, of stock in the Company with respect to which
any Incentive Stock Options under the Plan and all other plans of the Company or
its Subsidiaries (within the meaning of Section 422(b) of the Code) may become
exercisable by any individual for the first time in any calendar year shall not
exceed $100,000.

(N) METHOD OF EXERCISE. An Option granted under this Plan shall be
deemed exercised when the person entitled to exercise the Option (i) delivers
written notice to the President of the Company (or his delegate, in his absence)
of the decision to exercise, (ii) concurrently tenders to the Company full
payment for the Shares to be purchased pursuant to the exercise, and (iii)
complies with such other reasonable requirements as the Committee establishes
pursuant to Section 9 of the Plan. Payment for Shares with respect to which an
Option is exercised may be made in cash, or by certified check or wholly or
partially in the form of Common Stock having a Fair Market Value equal to the
exercise price. No person will have the rights of a shareholder with respect to
Shares subject to an Option granted under this Plan until a certificate or
certificates for the Shares have been delivered to him. An Option granted under
this Plan may not be exercised in increments of less than 1,000 Shares, or, if
less, 100 percent of the full number of Shares as to which it can be exercised.
A partial exercise of an Option will not affect the holder's right to exercise
the Option from time to time in accordance with this Plan as to the remaining
Shares subject to the Option.

(O) LOAN FROM COMPANY TO EXERCISE OPTION. The Committee may, in its
discretion and subject to the requirements of applicable law, recommend to the
Company that it lend the Recipient the funds needed by the Recipient to exercise
an Option. The Recipient shall make application to the Company for the loan,
completing the forms and providing the information required by the Company. The
loan shall be secured by such collateral as the Company may require, subject to
its underwriting requirements and the requirements of applicable law. The
Recipient shall execute a Promissory Note and any other documents deemed
necessary by the Committee.

(P) DESIGNATION OF BENEFICIARY. Each Recipient shall designate, in
the Option Agreement he executes, a beneficiary to receive Options awarded
hereunder in the event of his death prior to full exercise of such Options;
provided, that if no such beneficiary is designated or if the beneficiary so
designated does not survive the Recipient, the estate of such Recipient shall be
deemed to be his beneficiary. Recipients may, by written notice to the
Committee, change the beneficiary designated in any outstanding Option
Agreements.

PRE 14A 28th Page of 34 TOC 1st Previous Next ↓Bottom Just 28th

(Q) NONTRANSFERABILITY OF OPTION. An Option granted under this Plan
is not transferable except by will or the laws of descent and distribution.
During the lifetime of the Recipient, all rights of the Option are exercisable
only by the Recipient.

7. STOCK APPRECIATION RIGHTS. Subject to the provisions of the Plan, the
Committee may award SARs in tandem with an Option (at or after the grant of the
Option), or alone and unrelated to an Option. Each SAR granted to an Employee
under the Plan shall contain such provisions as the Committee at the Date of
Grant shall deem appropriate. Each SAR granted to an Employee will satisfy the
following requirements:

(A) WRITTEN AGREEMENT. Each SAR granted to an Employee will be
evidenced by a SAR Agreement. The terms of the SAR Agreement need not be
identical for different Recipients. The SAR Agreement shall include a
description of the substance of each of the requirements in this Section with
respect to that particular SAR.

(B) NUMBER OF SARS. Each SAR Agreement shall specify the number of
SARs granted to the Recipient.

(C) EXERCISE PRICE. The exercise price of the SAR shall equal the
exercise price designated by the Committee on the Date of Grant. A SAR granted
alone and unrelated to an Option may be granted at such exercise price as the
Committee may determine in its sole and absolute discretion. A SAR granted in
tandem with an Option shall have an exercise price not less than the exercise
price of the Option.

(D) DURATION OF OPTION. Each SAR granted to a Recipient shall
expire on the tenth anniversary of its Date of Grant or, at such earlier or
later date as is set by the Committee in establishing the terms of the SAR at
grant. If the Recipient's employment with the Company terminates before the
expiration date of a SAR, the SARs owned by the Recipient shall expire on the
earlier of the date stated in this subsection (d) or the date stated in
following subsections of this Section 7. Furthermore, expiration of a SAR may
be accelerated under subsection (j) below.

(E) VESTING OF SAR. Each SAR Agreement shall specify the vesting
schedule applicable to the SAR. The Committee, in its sole and absolute
discretion, may accelerate the vesting of any SAR at any time.

(F) DEATH. In the case of the death of a Recipient, the SAR shall
expire on the one-year anniversary of the Recipient's death, or if earlier, the
date specified in subsection (d) above, unless the Committee sets an earlier or
later expiration date in establishing the terms of the SAR at grant or a later
expiration date subsequent to the Date of Grant but prior to the one-year
anniversary of the Recipient's death. During the period beginning on the date
of the Recipient's death and ending on the date the SAR expires, the SAR may be
exercised to the extent it could have been exercised at the time the Recipient
died, subject to any adjustment under Section 10 herein.

(G) DISABILITY. In the case of the total and permanent disability
of a Recipient and a resulting termination of employment with the Company, the
SAR shall expire on the one-year anniversary date of the Recipient's last day of
employment, or, if earlier, the date

PRE 14A 29th Page of 34 TOC 1st Previous Next ↓Bottom Just 29th

specified in subsection (d) above, unless the Committee sets an earlier or
later expiration date in establishing the terms of the SAR at grant or a later
expiration date subsequent to the Date of Grant but prior to the one-year
anniversary of the Recipient's last day of employment or affiliation with the
Company. During the period beginning on the date of the Recipient's
termination of employment or affiliation by reason of disability and ending on
the date the SAR expires, the SAR may be exercised as to the number of Shares
for which it could have been exercised at the time the Recipient became
disabled, subject to any adjustments under Section 10 herein.

(H) RETIREMENT. If the Recipient's employment terminates by reason
of normal retirement under the Company's normal retirement policies, the SAR
will expire 90 days after the last day of employment, or, if earlier, on the
date specified in subsection (d) above, unless the Committee sets an earlier or
later expiration date in establishing the terms of the SAR at grant or a later
expiration date subsequent to the Date of Grant but prior to the end of the
90-day period following the Recipient's normal retirement. During the period
beginning on the date of the Recipient's normal retirement and ending on the
date the SAR expires, the SAR may be exercised as to the number of Shares for
which it could have been exercised on the retirement date, subject to any
adjustment under Section 10 herein.

(I) TERMINATION OF SERVICE. If the Recipient ceases employment for
any reason other than death, disability, or retirement (as described above), all
SARs held by the Recipient shall lapse immediately following the last day that
the Recipient is employed by the Company. However, the Committee may, in its
sole discretion, either at grant of the SAR or at the time the Recipient
terminates employment, delay the expiration date of the SAR to a date after
termination of employment. During any such delay of the expiration date, the
SAR may be exercised only for the number of Shares for which it could have been
exercised on such termination date, subject to any adjustment under Section 10
herein. Notwithstanding any provisions set forth herein or in the Plan, if the
Recipient shall (i) commit any act of malfeasance or wrongdoing affecting the
Company or any parent or subsidiary, (ii) breach any covenant not to compete or
employment agreement with the Company or any parent or Subsidiary, or (iii)
engage in conduct that would warrant the Recipient's discharge for cause, any
unexercised part of the SAR shall lapse immediately upon the earlier of the
occurrence of such event or the last day the Recipient is employed by the
Company.

(J) CHANGE OF CONTROL. If a Change of Control occurs, the Board may
vote to accelerate the expiration of the SARs to the 10th day after the
effective date of the Change of Control.

(K) CONDITIONS REQUIRED FOR EXERCISE. SARs granted to Recipients
under the Plan shall be exercisable only to the extent they are vested
according to the terms of the SAR Agreement. Each SAR Agreement shall specify
any additional conditions required for the exercise of the SAR.

(L) METHOD OF EXERCISE. A SAR granted under this Plan shall be
deemed exercised when the person entitled to exercise the SAR delivers written
notice to the President of the Company (or his delegate, in his absence) of the
decision to exercise, and complies with such other reasonable requirements as
the Committee establishes pursuant to Section 9 of the Plan. A partial exercise
of a SAR will not affect the holder's right to exercise the Option from time to
time in accordance with this Plan as to the remaining Shares subject to the
Option.

PRE 14A 30th Page of 34 TOC 1st Previous Next ↓Bottom Just 30th

(M) DESIGNATION OF BENEFICIARY. Each Recipient shall designate in
the SAR Agreement he executes, a beneficiary to receive SARs awarded hereunder
in the event of his death prior to full exercise of such SARs; provided, that if
no such beneficiary is designated or if the beneficiary so designated does not
survive the Recipient, the estate of such Recipient shall be deemed to be his
beneficiary. Recipients may, by written notice to the Committee, change the
beneficiary designated in any outstanding SAR Agreements.

(N) NONTRANSFERABILITY OF SARS. No SAR granted under this Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
SARs granted to a Recipient under this Plan shall be exercisable during his or
her lifetime only by such Recipient.

8. RESTRICTED STOCK. Subject to the provisions of the Plan, the
Committee, at any time and from time to time, may grant Shares of Restricted
Stock to Recipients in such amounts as the Committee shall determined in its
sole and absolute discretion. Each Restricted Stock Award granted to an
Employee under the Plan shall contain such provisions as the Committee at the
Date of Grant shall deem appropriate. Each Restricted Stock Award granted to a
Recipient will satisfy the following requirements:

(A) WRITTEN AGREEMENT. Each Restricted Stock Award granted to a
Recipient will be evidenced by a Restricted Stock Agreement. The terms of the
Restricted Stock Agreement need not be identical for different Recipients. The
Restricted Stock Agreement shall specify the Period of Restriction, or Periods.
In addition, the Restricted Stock Agreement shall include a description of the
substance of each of the requirements in this Section with respect to that
particular Restricted Stock Award.

(B) NUMBER OF SHARES. Each Agreement shall specify the number of
Restricted Stock Shares awarded to the Recipient.

(C) TRANSFERABILITY. Except as provided in this subsection (c), the
Restricted Stock Shares granted under this Plan may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee at grant and
specified in the Restricted Stock Agreement, or upon earlier satisfaction of any
other conditions, as specified by the Committee at grant and specified in the
Restricted Stock Agreement.

(D) OTHER RESTRICTIONS. The Committee shall impose such other
restrictions on any Restricted Stock Shares granted pursuant to this Plan as it
may deem advisable including, without limitation, vesting restrictions,
restrictions based upon the achievement of specific Company-wide, Subsidiary,
and/or individual performance goals, and/or restrictions under applicable
federal or state securities laws, and may legend the certificate representing
Restricted Stock to give appropriate notice of such restrictions. The Committee
may also require that Recipients make cash payments at the time of grant or upon
lapsing of restrictions. Such cash payments, if imposed, will be in an amount
not less than the par value of the Restricted Stock Shares.

PRE 14A 31st Page of 34 TOC 1st Previous Next ↓Bottom Just 31st

(E) CERTIFICATE LEGEND. In addition to any legends placed on
certificates pursuant to subsection 8(d) above, each certificate representing
Restricted Stock Shares granted pursuant to this Plan shall bear the following
legend:

"The sale or other transfer of the Shares of stock represented
by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on
transfer as set forth in the Romac International, Inc. Stock
Incentive Plan, as amended, and in a Restricted Stock Agreement
dated ________________. A copy of the Plan and the Restricted
Stock Agreement may be obtained from the Chief Financial
Officer of Romac International, Inc."

(F) REMOVAL OF RESTRICTIONS. Except as otherwise provided in this
Section 8, Restricted Stock Shares shall become freely transferable by the
Recipient after the last day of the Period of Restriction. Once the Restricted
Stock Shares are released from the restrictions, the Recipient shall be entitled
to have the legend required by subsection (e) above removed from his Share
certificate.

(G) VOTING RIGHTS. During the Period of Restriction, Recipients
holding Restricted Stock Shares may exercise full voting rights with respect to
such Shares.

(H) DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
Restriction, Recipients holding Restricted Stock Shares shall be entitled to
receive all dividends and other distributions paid with respect to such Shares
while they are so held. If any such dividends or distributions are paid in
Shares, such Shares shall be subject to the same restrictions on transferability
and forfeitability as the Restricted Stock Shares with respect to which they
were paid.

(I) DEATH. In the case of the death of a Recipient, the
restrictions on the Recipient's Restricted Stock Shares shall expire on the date
of the Recipient's death.

(J) DISABILITY. In the case of the total and permanent disability
of a Recipient and a resulting termination of employment with the Company, the
restrictions on the Recipient's Restricted Stock Shares shall expire on the
Recipient's last day of employment.

(K) RETIREMENT. If the Recipient's employment terminates by reason
of normal retirement under the Company's normal retirement policies, the
restrictions on the Recipient's Restricted Stock Shares shall expire on the
Recipient's last day of employment.

(L) TERMINATION OF SERVICE. If the Recipient ceases employment for
any reason other than death, disability, or retirement (as described above), all
nonvested Restricted Stock Shares held by the Recipient shall be forfeited
immediately and returned to the Company; provided, however, that the Committee,
in its sole and absolute discretion, shall have the right to provide for
expiration of the restrictions on Restricted Stock Shares following termination
of employment, upon such terms and provisions as it deems proper.

PRE 14A 32nd Page of 34 TOC 1st Previous Next ↓Bottom Just 32nd

(M) CHANGE OF CONTROL. If a Change of Control occurs, the Board may
vote to remove immediately all restrictions on Restricted Stock Shares as of the
date of the Change of Control.

(N) DESIGNATION OF BENEFICIARY. Each Recipient shall designate, in
the Restricted Stock Agreement he executes, a beneficiary to receive Restricted
Stock Shares awarded hereunder in the event of his death prior to removal of all
restrictions on such Shares; provided, that if no such beneficiary is designated
or if the beneficiary so designated does not survive the Recipient, the estate
of such Recipient shall be deemed to be his beneficiary. Recipients may, by
written notice to the Committee, change the beneficiary designated in any
outstanding Restricted Stock Agreements.

9. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES; LEGENDS.
The Company shall have the right to withhold from payments otherwise due and
owing to the Recipient (or his beneficiary) or to require the Recipient (or his
beneficiary) to remit to the Company in cash upon demand an amount sufficient
to satisfy any federal (including FICA and FUTA amounts), state, and/or local
withholding tax requirements at the time the Recipient (or his beneficiary)
recognizes income for federal, state, and/or local tax purposes with respect to
any Award under this Plan.

Awards can be granted, and Shares can be delivered under this Plan, only
in compliance with all applicable federal and state laws and regulations and
the rules of all stock exchanges on which the Company's stock is listed at any
time. An Option is exercisable only if either (a) a registration statement
pertaining to the Shares to be issued upon exercise of the Option has been
filed with and declared effective by the Securities and Exchange Commission and
remains effective on the date of exercise, or (b) an exemption from the
registration requirements of applicable securities laws is available. This
Plan does not require the Company, however, to file such a registration
statement or to assure the availability of such exemptions. Any certificate
issued to evidence Shares issued under the Plan may bear such legends and
statements, and shall be subject to such transfer restrictions, as the
Committee deems advisable to assure compliance with federal and state laws and
regulations and with the requirements of this Section. No Option may be
exercised, and Shares may not be issued under this Plan, until the Company has
obtained the consent or approval of every regulatory body, federal or state,
having jurisdiction over such matters as the Committee deems advisable.

Each person who acquires the right to exercise an Option or a SAR or to
ownership of Shares by bequest or inheritance may be required by the Committee
to furnish reasonable evidence of ownership of the Option or SAR as a condition
to his exercise of the Option or SAR. In addition, the Committee may require
such consents and releases of taxing authorities as the Committee deems
advisable.

With respect to persons subject to Section 16 of the Securities Exchange
Act of 1934 ("1934 Act"), transactions under this Plan are intended to comply
with all applicable conditions of Rule 16b-3 under the 1934 Act, as such Rule
may be amended from time to time, or its successor under the 1934 Act. To the
extent any provision of the Plan or action by the Plan administrators fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Plan administrators.

PRE 14A 33rd Page of 34 TOC 1st Previous Next ↓Bottom Just 33rd

10. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other expansion or
contraction of the Common Stock of the Company occurs, the number and class of
Shares for which Awards are authorized to be granted under this Plan, the
number and class of Shares then subject to Awards previously granted to
Employees under this Plan, and the price per Share payable upon exercise of
each Award outstanding under this Plan shall be equitably adjusted by the
Committee to reflect such changes. To the extent deemed equitable and
appropriate by the Board, subject to any required action by shareholders, in
any merger, consolidation, reorganization, liquidation or dissolution, any
Award granted under the Plan shall pertain to the securities and other property
to which a holder of the number of Shares of stock covered by the Award would
have been entitled to receive in connection with such event.

11. LIABILITY OF THE COMPANY. The Company, its parent and any Subsidiary
that is in existence or hereafter comes into existence shall not be liable to
any person for any tax consequences incurred by a Recipient or other person
with respect to an Award.

12. AMENDMENT AND TERMINATION OF PLAN. The Board may alter, amend, or
terminate this Plan from time to time without approval of the shareholders of
the Company. The Board may, however, condition any amendment on the approval
of the shareholders of the Company if such approval is necessary or advisable
with respect to tax, securities or other applicable laws to which the Company,
the Plan, Recipients or Eligible Persons are subject. Any amendment, whether
with or without the approval of shareholders of the Company, that alters the
terms or provisions of an Award granted before the amendment (unless the
alteration is expressly permitted under this Plan) will be effective only with
the consent of the Recipient to whom the Award was granted or the holder
currently entitled to exercise it.

13. EXPENSES OF PLAN. The Company shall bear the expenses of
administering the Plan.

14. DURATION OF PLAN. Awards may be granted under this Plan only during
the 10 years immediately following the original effective date of this Plan.

15. APPLICABLE LAW. The validity, interpretation, and enforcement of this
Plan are governed in all respects by the laws of Florida and the United States
of America.

16. EFFECTIVE DATE. The effective date of this Plan, as amended, shall be
the earlier of (i) the date on which the Board adopts the amended Plan or (ii)
the date on which the Shareholders approve the amended Plan.

Adopted by the Board of Directors on February 7, 1997
(original Plan adopted by the Board of Directors
September 19, 1994; amendments adopted by the Board
of Directors March 1, 1995, September 15, 1995,
March 15, 1996, and October 18, 1996).
(original Plan approved by the Shareholders March 1, 1995).

PRE 14A Last Page of 34 TOC 1st Previous Next ↓Bottom Just 34th
APPENDIX

ROMAC INTERNATIONAL, INC.
120 WEST HYDE PARK PLACE, SUITE 150
TAMPA, FLORIDA 33606

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David L. Dunkel and Peter Dominici, or
either of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them or their substitutes to represent and to vote, as
designated below, all the shares of common stock of Romac International, Inc.
held of record by the undersigned on March 14, 1997, at the annual meeting of
shareholders to be held on April 25, 1997 or any adjournment thereof.

[Enlarge/Download Table]

1. ELECTION OF CLASS I DIRECTORS [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
Nominee: James D. Swartz (except as marked to the contrary below) to vote for all nominees

ELECTION OF CLASS II DIRECTORS
Nominee: Todd W. Mansfield

ELECTION OF CLASS III DIRECTORS
Nominees: David L. Dunkel
Howard W. Sutter
W.R. Carey, Jr.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.)

Nominee(s)
----------------------------------------------------------------

2. Proposal to amend the Articles of Incorporation to increase the Company's
authorized common stock, par value $.01 per share, from 15.0 million shares
to 100.0 million shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to amend the Romac International, Inc., Amended and Restated
Incentive Stock Option Plan (the "Plan") to increase the number shares
available under the Plan from 3.0 million shares to 4.5 million shares and
to modify the provisions of the Plan relating to administration and
amendment of the Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, AND 3.

Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.

DATED:__________________1997

------------------------------------------- --------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE Signature
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
------------------------------------------- --------------------------------
Signature is held jointly

PRE 14A	1st Page of 34	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

PRE 14A	2nd Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 2nd

PRE 14A	3rd Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 3rd

PRE 14A	4th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 4th

PRE 14A	5th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 5th

PRE 14A	6th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 6th

PRE 14A	7th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 7th

PRE 14A	8th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 8th

PRE 14A	9th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 9th

PRE 14A	10th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 10th

PRE 14A	11th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 11th

PRE 14A	12th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 12th

PRE 14A	13th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 13th

PRE 14A	14th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 14th

PRE 14A	15th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 15th

PRE 14A	16th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 16th

PRE 14A	17th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 17th

PRE 14A	18th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 18th

PRE 14A	19th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 19th

PRE 14A	20th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 20th

PRE 14A	21st Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 21st

PRE 14A	22nd Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 22nd

PRE 14A	23rd Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 23rd

PRE 14A	24th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 24th

PRE 14A	25th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 25th

PRE 14A	26th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 26th

PRE 14A	27th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 27th

PRE 14A	28th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 28th

PRE 14A	29th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 29th

PRE 14A	30th Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 30th

PRE 14A	31st Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 31st

PRE 14A	32nd Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 32nd

PRE 14A	33rd Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 33rd

PRE 14A	Last Page of 34	TOC	1st	Previous	Next	↓Bottom	Just 34th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	12/31/97	18		10-K, 11-K
	12/4/97	19
For Period End:	4/25/97	2	34	DEF 14A
	4/4/97	2	20	DEF 14A
Corrected on:	4/3/97
Filed on:	3/25/97
	3/20/97	5	18
	3/14/97	3	34
	3/1/97	12
	2/7/97	17	33
	12/31/96	12	20	10-K
	10/18/96	17	33
	5/23/96	16
	5/15/96	16		S-1/A
	3/15/96	33
	2/23/96	12
	12/31/95	14
	9/15/95	33
	8/15/95	15
	3/1/95	33
	9/19/94	33
				List all Filings

↑Top

Filing Submission 0000950144-97-002796 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Kforce Inc – ‘PRE 14A’ for 4/25/97

As of: Tuesday, 3/25/97 · For: 4/25/97 · Accession #: 950144-97-2796 · File #: 0-26058 · Correction: This Filing was Corrected by the SEC on 4/3/97. ®

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

As of: Tuesday, 3/25/97 · For: 4/25/97 · Accession #: 950144-97-2796 · File #: 0-26058 · Correction: This Filing was Corrected by the SEC on 4/3/97. `®`

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents