MPS GROUP INC
EX10.12(B) - TIM PAYNE RESTRICTED STOCK
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>tprestrstck.txt
<DESCRIPTION>EX10.12(B) - TIM PAYNE RESTRICTED STOCK
<TEXT>
                           RESTRICTED STOCK AGREEMENT


     This Agreement is made  effective as of September 17, 2002 (the  "Effective
Date") between Timothy D. Payne (the "Employee") and MPS Group,  Inc., a Florida
corporation (the "Company").

                          W I T N E S S E T H  T H A T:

     WHEREAS,  the Company has awarded to Employee 100,000 shares (the "Shares")
of the common stock ("Stock") of the Company  effective as of September 17, 2002
(the "Effective Date") pursuant to the MPS Group, Inc. Amended and Restated 1995
Stock Option Plan (the "Plan") as an incentive to remain with the Company and to
work to increase the value of the Stock; and

     WHEREAS,  the Shares are  subject to the terms and  conditions  hereinafter
provided;

     NOW, THEREFORE, the Company and the Employee agree as follows:

1.   AWARD.  The Employee  hereby is granted  100,000 Shares as of the Effective
     Date  subject  to all the terms and  conditions  of this  Agreement.  These
     Shares are granted pursuant to the provisions of the Plan and the terms and
     conditions of the Plan are incorporated herein by reference and made a part
     hereof.  A copy of the Plan has been  delivered  to, and  receipt is hereby
     acknowledged by, Employee.

2.   STOCK   CERTIFICATE.   The  Employee  hereby   acknowledges  that  a  stock
     certificate for Restricted Shares (the  "Certificate") is hereby awarded to
     the Employee hereunder, bearing the following legend:

          "The  transferability  of this  certificate  and the  shares  of stock
          represented hereby are subject to the terms and conditions  (including
          forfeiture) of a Restricted  Stock Agreement  entered into between the
          registered  owner and MPS Group,  Inc.,  effective as of September 17,
          2002.  Copies  of such  Agreement  are on file  in the  office  of the
          Secretary,  MPS Group,  Inc.,  One  Independent  Drive,  Jacksonville,
          Florida 32202."

     The  Employee  shall  return  the  Certificate  to  the  Company  upon  the
     forfeiture  of any  Shares  pursuant  to Section 4 below.  Thereafter,  the
     Company shall reissue a new Certificate  for the number of Shares,  if any,
     which  were not  forfeited.  The new  Certificate,  if any,  and the Shares
     represented thereby shall remain subject to this Agreement.


3.   VESTING OF SHARES. The Employee agrees the Shares shall vest as follows:

     (a) According to the schedule in the table set forth below:

                                                   Number of Shares Vested
           ----------------------------------------------------------------

           January 1, 2003                                       20,000
           January 1, 2004                                       20,000
           January 1, 2005                                       20,000
           January 1, 2006                                       20,000
           January 1, 2007                                       20,000


     (b)  If, at any time after the  execution of this  Agreement,  the Stock of
          the Company  trades on the New York Stock Exchange at a price equal to
          or in excess of $15 per share over a ten (10) consecutive business day
          period,  then any Shares  remaining  unvested under Section 3(a) above
          shall vest on the day thereafter.

     (c)  Employee  shall also become  vested in any Shares  remaining  unvested
          under Section 3(a) upon the  occurrence of: (i) a Change in Control of
          the Company,  as such term is defined in Section 5 of this  Agreement;
          (ii) termination of Employee's  employment by the Company without Good
          Cause or by the  Employee  for Good Reason (as those terms are defined
          in the Employment  Agreement  between Employee and Company),  or (iii)
          termination of Employee's  employment due to death or disability.  For
          purposes of this  Agreement,  "disability"  shall have the meaning set
          forth in the Employee's  long term  disability plan or policy covering
          the Employee and shall not be considered to have occurred  until after
          the waiting period as required by such plan or policy.

4.   FORFEITURE; TRANSFER.

     (a)  If the  Employee  shall  cease to be  employed  by the Company for any
          reason other than as  referenced  above in Section 3 (c)(ii) or (iii),
          at any time prior to the dates set forth in the table in Section 3 (a)
          above,  then the Employee  shall forfeit and return to the Company any
          Shares which remain unvested as of such date for no payment.

     (b)  No  Shares  received  by  the  Employee  shall  be  sold,   exchanged,
          transferred,  pledged,  hypothecated  or otherwise  disposed of unless
          vested pursuant to any provision of Section 3 above.


5.   CHANGE IN  CONTROL.  For  purposes of this  Agreement,  "Change in Control'
     shall mean:

     (a)  the  acquisition  by any  person or  persons  (as such term is used in
          Section  13(d)  of  the  Securities   Exchange  Act  of  1934)  not  a
          shareholder  of Employer on September 17, 2002, of legal or beneficial
          ownership of 35% or more of either (A) the then outstanding  shares of
          common stock of the Company,  or (B) the combined  voting power of the
          then  outstanding  voting  securities of the Company  entitled to vote
          generally in the election of directors;

     (b)  individuals who, as of the date hereof, constitute the Board cease for
          any reason to constitute  at least a majority of the Board;  provided,
          however,  that any  individual  becoming a director  subsequent to the
          date  hereof  whose  election,  or  nomination  for  election  by  the
          Company's shareholders,  was approved by a vote of at least a majority
          of the  directors  then  comprising  the Board shall be  considered as
          though  such  individual  were a  member  of the  Board as of the date
          hereof;

     (c)  approval  by the  shareholders  of the  Company  of a  reorganization,
          merger, or consolidation,  in each case unless the shareholders of the
          Company   immediately   before   such   reorganization,   merger,   or
          consolidation own, directly or indirectly,  immediately following such
          reorganization,  merger,  or  consolidation at least a majority of the
          combined  voting power of the  outstanding  voting  securities  of the
          corporation   resulting   from   such   reorganization,   merger,   or
          consolidation in substantially  the same proportion as their ownership
          of the  voting  securities  immediately  before  such  reorganization,
          merger or consolidation; or

     (d)  approval  by  the  shareholders  of  the  Company  of  (A) a  complete
          liquidation or  dissolution  of the Company,  or (B) the sale or other
          disposition  of more than 50% of the  assets of the  Company  within a
          twelve month period.

5.   VOTING RIGHTS; DIVIDENDS; CAPITAL CHANGES.

     (a)  Except as  otherwise  limited  or  provided  in this  Agreement,  with
          respect to any Shares subject to the  restrictions  of this Agreement,
          the Employee  shall be a shareholder of the Company and shall have all
          of the rights of a shareholder  with respect to the Shares,  including
          full power to vote all of the Shares from time to time.  Dividends  on
          such shares shall be paid to the Employee.


     (b)  Any new,  additional  or  different  shares of capital  stock or other
          securities  issued with respect to any of the Shares  described herein
          or in substitution  or replacement  thereof shall be subject to all of
          the terms and  conditions of this  Agreement and shall be delivered to
          the Employee (or the Employee's  beneficiary) or revert to the Company
          under the same  circumstances  as the original Shares with respect to,
          or in substitution for which they were issued.

6.   DELIVERY OF STOCK CERTIFICATE TO COMPANY. If Employee refuses to deliver to
     Company a properly endorsed stock certificate for any Shares forfeited, the
     Employee  hereby  authorizes and directs the Company to cancel on its books
     and  records  (including  but not limited to its stock  transfer  book) the
     Employee's  ownership of the Shares and to take whatever action the Company
     deems  necessary or appropriate to have such Shares  registered in the name
     of the Company without any further action, or direction, by the Employee.

7.   COMPLIANCE  WITH  LAW  AND  REGULATIONS.  The  obligations  of the  Company
     hereunder are subject to all  applicable  Federal and state laws and to the
     rules,  regulations  and other  requirements of the Securities and Exchange
     Commission,  any stock  exchange  upon which the Shares are then listed and
     any other government or regulatory agency.

8.   ATTORNEYS' FEES. The prevailing party in any litigation  hereunder shall be
     entitled to attorneys' fees and costs of litigation.

9.   NO RIGHTS TO EMPLOYMENT.  Nothing in this  Agreement  shall confer upon the
     Employee any right to continue in the employ of the Company or interfere in
     any way with the right of the Company to terminate  his  employment  at any
     time.

10.  GOVERNING  LAW.  The  terms  of this  Agreement  shall be  governed  by and
     interpreted  in accordance  with the laws of the State of Florida,  without
     regard to any issues of conflicts of laws.

11.  ENTIRE AGREEMENT;  MODIFICATION. The terms stated herein are the entire and
     sole terms of the  agreement  between  Employee and Company  related to the
     award  of  Shares   hereunder,   and  the   parties   agree  there  are  no
     representations,  promises, terms or conditions, oral or otherwise, related
     thereto not explicitly stated herein.  The parties agree this agreement may
     only be modified or amended in a writing signed by the parties.

     IN WITNESS  WHEREOF,  the Employee and Company have  executed the Agreement
effective as of the day and year first above written.

                                                     MPS GROUP, INC.


                                                     By:  /s/ MPS Group, Inc.
                                                     Its:

                                                     EMPLOYEE

                                                     /s/ Timothy D. Payne
                                                     --------------------------
                                                     Timothy D. Payne



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