STOCK OPTION AGREEMENT RE: XXXXXXXXXX
THIS AGREEMENT is executed by Diversified Corporate Resources, Inc., a
Texas corporation (herein called "Company"), and Xxxxxxx X. Xxxxxxxxxx (herein
called "Optionee") on the date set forth on the signature page hereof, but
effective as of November 12, 1997.
WHEREAS, the Optionee is a director of the Company; and
WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an equity interest in the Company in
the form of an option to purchase shares of common stock of the Company (the
"Common Stock"); and
WHEREAS, the options covered by this Agreement are issued pursuant to the
Company's 1996 Amended and Restated Nonqualified Stock Option Plan (the "Plan").
NOW, THEREFORE, in consideration of the premises, it is agreed as follows:
1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee
the right, privilege and option to purchase 30,000 shares (the "Shares") of
Common Stock for the prices per share in the manner and subject to the
conditions hereinafter provided.
2. TIME OF EXERCISE AND PRICES OF OPTION. Subject to the terms hereof,
the option herein granted must be exercised in whole or in part at any time or
times prior to November 12, 2002. The option herein granted shall become
exercisable as to 2,500 shares of Common Stock if the Optionee is a director of
the Company on the last day of each calendar quarter (which shall end during the
months of March, June, September and December) during the years in which this
option is exercisable. The exercise price for shall be $10.00 per share. The
parties hereto acknowledge and agree that (a), except as set forth below,
vesting is contingent upon the Optionee being a director of the Company
regardless of the reason that the Optionee may cease to be a director of the
Company, and (b) subject to the restrictions herein as to when the option
is exercisable, the Optionee shall have the right to select the portion of
the option if and when the Optionee exercises any of this option.
If a "Special Change in Control" occurs, and whether or not Optionee
continues as a director of the Company following the Effective Date of such
Special Change in Control, then, notwithstanding any provision of this Agreement
to the contrary, and without limitation, this option will become exercisable
with respect to all of the Shares subject to this option, at the exercise price
set forth in the preceding paragraph as may be adjusted pursuant to Section 5(a)
hereof, and will terminate as provided herein.
3. METHOD OF EXERCISE.
(a) In order to exercise this option, in whole or in part, the
Optionee shall deliver to the Company at its principal place of
business, or at such other offices as shall be designated by the
Company (i) a written notice of such holder's election to exercise
this option, which notice shall specify the number of shares of Common
Stock to be purchased pursuant to such exercise and (ii) either
(A) cash or a check payable to the order of the Company, (B) notice
that the exercise price is satisfied by reduction of the number of
shares to be received by holder upon exercise of this option as
provided in Section (b) below, with the amount of such reduction
specified in such notice, (C) shares of Common Stock having a fair
market value equal to the exercise price, or (D) a combination of the
above. The Company shall undertake to make prompt delivery of the
stock certificate(s) evidencing such part of the Shares, provided that
if any law or regulation requires the Company to take any action with
respect to the Shares specified in such notice
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before the issuance thereof, then the date of delivery of such Shares
shall be extended for the period necessary to take such action.
(b) At the election of the Optionee, the Optionee may exercise
this option without a cash payment of the exercise price by
designating that the number of shares of Common Stock issuable to
Optionee upon such exercise shall be reduced by the number of shares
having a fair market value equal to the amount of the total exercise
price for such exercise. In such instance, no cash or other
consideration will be paid by the holder in connection with such
exercise and no commission or other remuneration will be paid or given
by the Optionee or the Company in connection with such exercise.
(c) For this purpose, the fair market value of the shares of
Common Stock with respect to the exercise of an option shall be
determined as of the last business day prior to such exercise of the
option.
4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
option herein granted shall terminate on the earlier of (a) November 12, 2002,
(b) six (6) months from the date on which Optionee ceases to be a director of
the Company for any reason other than death or disability of the Optionee, and
(c) one (1) year from the date on which Optionee ceases to be a director of the
Company if such event is due to death or disability of the Optionee.
5. RECLASSIFICATION, CONSOLIDATION, MERGER, AND SPECIAL CHANGE IN
CONTROL.
(a) If and to the extent that the number of shares of Common
Stock of the Company shall be increased or reduced by change in par
value, split-up, reclassification, distribution of a dividend payable
in stock, or the like, the number
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of shares of Common Stock subject to the option herein granted, and the
option price therefor shall be appropriately adjusted.
(b) For all purposes hereof "Special Change in Control" means
(i) any person or entity, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), other than the Company, a majority-owned subsidiary
thereof, or J. Xxxxxxx Xxxxx ("Xxxxx") and any affiliate of Xxxxx,
becomes the beneficial owner (as defined pursuant to Schedule 13(d)
under the Exchange Act) of the Company's securities having twenty-five
percent (25%) or more of the combined voting power of the then
outstanding securities of the Company that may be cast for the
election of directors of the Company; or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other
business combination, sales of assets or contested election, or any
combination of the foregoing transactions, less than a majority of the
combined voting power of the then outstanding securities of the
Company or any successor corporation or entity entitled to vote
generally in the election of the directors of the Company or such
other corporation or entity after such transaction are beneficially
owned (as defined pursuant to Section 13(d) of the Exchange Act) in
the aggregate by the holders of the Company's securities entitled to
vote generally in the election of directors of the Company immediately
prior to such transaction; or (iii) during any period of two
consecutive years, individuals who at the beginning of any such period
constitute the Board of Directors of the Company cease for any reason
to constitute at least a majority thereof, unless the election, or the
nomination for election by the Company's shareholders, of each
director of the
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Company first elected during such period was approved by a vote of at
least two-thirds of the directors of the Company then still in office who
were directors of the Company at the beginning of any such period. The
"Effective Date" of such Special Change in Control shall be the earlier
of the date on which an event described in (i), (ii), or (iii) occurs, or
if earlier, the date of the occurrence of (iv) the approval by
shareholders of an agreement by the Company, the consummation of which
would result in an event described in (i), (ii), or (iii), or (v) the
acquisition of beneficial ownership (as defined pursuant to Section 13(d)
of the Exchange Act), directly or indirectly, by any entity, person or
group (other than the Company, a majority-owned subsidiary of the Company,
or Xxxxx and any affiliate of Xxxxx) of securities of the Company
representing five percent (5%) or more of the combined voting power of
the Company's outstanding securities, provided, however, that the events
described in (iv) and (v) will be considered the Effective Date of a
Special Change in Control if they are followed within six (6) months by
an event described in (i), (ii) or (iii)."
6. RIGHTS PRIOR TO EXERCISE OF OPTION. The option herein granted is
nontransferable by Optionee except as herein otherwise provided. Unless the
Optionee is deceased or disabled, with the determination of the existence or
nonexistence of such disability such disability left to the reasonable
discretion of the Board of Directors of the Company, the option herein may only
be exercised by the Optionee. If the Optionee dies during the period of time
that all or any of part of this option is exercisable, the Optionee's executor
or legal representative may exercise all or any part of this option at any time
or times during the period of time in which the option herein is granted. If
the Optionee is disabled, as aforesaid, the Optionee's legal
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representative shall have the right to exercise all or any part of this
option at any time or times during the period of time in which the Optionee
is disabled and the option herein granted has not expired by the terms of
this Agreement. With respect to the shares of stock which are subject to the
option herein granted, Optionee shall have no rights as a stockholder until
payment of the option price for the shares being purchased by exercise of the
option herein granted, and the issuance of the shares involved.
7. BINDING EFFECT. Without limitation, the option herein granted is
issued under, and granted in all respects subject to all of the provisions of,
the Plan, all of which provisions of the Plan are incorporated herein by
reference; provided, however, without limitation, that the provisions of this
Agreement will determine the agreement of the parties with respect to each
matter set forth herein to the extent the provisions of the Agreement do not
require a result that is inconsistent with the Plan; and provided, finally, that
the parties expressly agree that no inference shall be drawn with respect to the
intent of the parties based on the inclusion of, or reference to, some
provisions of the Plan in this Agreement, and the omission of such inclusion or
reference with respect to other provisions of the Plan in this Agreement; and
provided, finally, that this Agreement shall be binding upon and inure to the
benefit of the Company, and its representatives, successors and assigns, and the
Optionee and his or her legal representative (to the extent expressly
permitted).
8. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
counterparts with each counterpart constituting an original for all purposes.
9. TOTAL AGREEMENT. This Agreement may not be amended or revised except
by a written instrument executed by both of the parties to this Agreement.
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10. BOARD AUTHORITY. Any questions concerning the interpretation of this
Agreement, including the incorporated provisions of the Plan, shall be
determined by the Board in its reasonable discretion.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on May _____, 1998, but effective as November 12, 1997.
DIVERSIFIED CORPORATE RESOURCES, INC.
By: /s/ M. Xxx Xxxxxxx
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Name: M. Xxx Xxxxxxx
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Title: President
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OPTIONEE:
/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
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