Amendment to Employment Agreement between the registrant and Harold M. Messmer, Jr

This Eighteenth Amendment to Employment Agreement (the “Amendment”) is made and entered into as of December 15, 2019, by and between Robert Half International Inc., a Delaware corporation, (“Corporation”) and Harold M. Messmer, Jr. (the “Officer”).

WHEREAS, Corporation and Officer have entered into an employment agreement, dated as of October 2, 1985, which has been amended previously (the “Employment Agreement”).

WHEREAS, Corporation and Officer wish to make certain amendments to the Employment Agreement.

1.    Section 1 of the Employment Agreement is hereby amended to read in its entirety as follows:

1. Duties. During the term of this Agreement, Officer agrees to be employed and to serve Corporation as Chairman of the Board of Directors and an executive, and Corporation agrees to employ and retain Officer in such capacities. Officer shall devote such of his business time, energy, and skill to the affairs of Corporation as shall be necessary to perform the duties of such positions, but is expected to be no more than fifty percent (50%) of his current time commitment to the Company. Officer shall report only to Corporation’s Board of Directors and at all times during the term of this Agreement shall have powers and duties at least commensurate with his position(s). In the event that Officer shall become ineligible to serve as Chairman on account of not being elected to serve as a member of the Corporation’s Board of Directors by the Corporation’s stockholders, then Officer shall perform such duties specified by the Corporation’s Board of Directors consistent with Officer’s continuing role as an executive and appropriate for and commensurate with the status of an individual who has formerly served as Chairman of the Board and Chief Executive Officer. Officer’s principal place of business with respect to his services to Corporation shall be within 60 miles of San Francisco, California, or at such other location as shall be mutually agreeable to Officer and Corporation.

3.1 Base Salary. As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary”, in equal semi-monthly installments, as determined by the Board of Directors. Effective as of December 15, 2019, the Base Salary shall in no event be less than $262,500 per annum.

3.2 Bonuses. Officer shall be eligible to receive a bonus for each calendar year (or portion thereof) during the term of this Agreement, with the actual amount of any such bonus to be determined in the sole discretion of the Board of Directors based upon its evaluation of Officer’s performance during such year. Beginning with the Company’s 2020 fiscal year, it is expected that Officer’s bonus opportunity shall be approximately 50% of his bonus opportunity for the 2019 fiscal year. All such bonuses shall be payable within 45 days after the end of the calendar year to which such bonus relates.

3.3.8 Stock Compensation. Officer shall be eligible to receive stock compensation awards during the term of this Agreement in accordance with the Company’s standard timing and practices for granting such awards, with the actual number of shares of the Company’s common stock subject to such awards to be determined in the sole discretion of the Board of Directors (or Compensation Committee of the Board of Directors) based upon its evaluation of Officer’s performance. Beginning with the Company’s 2020 fiscal year, it is expected that Officer’s stock awards shall have approximately 50% of the value (as determined at the time of grant) of the stock awards received in immediately prior fiscal years.

5.    In all other respects, the Employment Agreement as previously amended is hereby ratified and confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, Corporation and Officer hereto have executed this Amendment effective as of the date first written above.