EXHIBIT
10.9
STAFF BUILDERS, INC.
1993 STOCK OPTION PLAN
December 1, 1998
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Re: Grant of Qualifying Stock Options
to Purchase Shares of the Class A
Common Stock of Staff Builders, Inc.
Dear Ed:
You and Staff Builders, Inc., a Delaware corporation (the
"Corporation"), hereby agree as follows:
1. Reference. This is the Stock Option Agreement
referred to in Section 7(k) of the Corporation's 1993 Stock Option
Plan (the "Plan"). The stock option this Agreement grants is an
Incentive Stock Option, as set forth in Section 5 below. This
Agreement incorporates all terms, conditions and provisions of the
Plan.
2. Stock Option. The Corporation hereby grants to the
Optionee the option (the "Stock Option") to purchase that number of
shares of Class A Common Stock of the Corporation, par value $.01
per share, set forth on Schedule A. The Corporation will issue
these shares as fully paid and nonassessable shares upon the
Optionee's exercise of the Stock Option. The Optionee may exercise
the Stock Option in accordance with this Agreement any time prior
to the tenth anniversary of the date of grant of the Stock Option
evidenced by this Agreement, unless earlier terminated according to
the terms of this Agreement. Schedule A sets forth the date or
dates after which the Optionee may exercise all or part of the
Stock Option, subject to the provisions of the Plan.
3. Exercise of Stock Option. The Optionee may exercise
the Stock Option in whole or in part by written notice delivered to
the Corporation in the form of Schedule B to this Agreement. If
exercisable Stock Options as to 100 or more shares are held by an
Optionee, then such Stock Options may not be exercised for fewer
than 100 shares at any one time, and if exercisable Stock Options
for fewer than 100 shares are held by an Optionee, then Stock
Options for all such shares must be exercised at one time. The
Optionee shall enclose with each such notice payment by cash or by
valid check in an amount equal to the number of shares as to which
his exercise is made, multiplied by the option price therefor;
provided, however, that if the Committee appointed by the Board of
Directors pursuant to Section 2 of the Plan shall, in its sole
discretion, approve, payment upon exercise of the Stock Option in
whole or in part may be made by surrender to the Corporation in due
form for transfer of shares of Class A Common Stock of the
Corporation. In the case of payment in the Corporation's Class A
Common Stock, such stock shall be valued at its Fair Market Value
(as defined in Section 7 (b) of the Plan) as of the date of
surrender of the stock.
4. Purchase Price. The option price per share shall
be that set forth on Schedule A.
5. No Rights in Option Stock. Optionee shall have no
rights as a stockholder in respect of any shares subject to the
Stock Option unless and until Optionee has exercised the Stock
Option in complete accordance with the terms hereof, and shall have
no rights with respect to shares not expressly conferred by this
Agreement.
6. Shares Reserved. The Corporation shall at all times
during the term of this Agreement reserve and keep available such
number of shares of Class A Common Stock as will be sufficient to
satisfy the requirements of this Agreement, and shall pay all
original issue taxes on the exercise of the Stock Option, and all
other fees and expenses necessarily incurred by the Corporation in
connection therewith.
7. Nonassignability. The Stock Option and this
Agreement shall not be encumbered, disposed of, assigned or
transferred in whole or in part, except by will or by the laws of
descent and distribution. Except as described in the Plan, the
Optionee alone may exercise the Stock Option. All shares purchased
pursuant to this Agreement shall be purchased for investment by the
Optionee.
8. Effect Upon Employment. Nothing in this Agreement
shall confer on the Optionee any right to continue in the
employment of the Corporation or shall interfere in any way with
the right of the Corporation to terminate Optionee's employment at
any time.
9. Successors. This Agreement shall be binding upon
any successor of the Corporation.
In order to indicate your acceptance of the Stock Option
on the above terms and conditions, kindly sign the enclosed copy of
this letter agreement and return it to the Corporation.
STAFF BUILDERS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Accepted and Agreed to:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Schedule A
Qualifying Stock Option
Date of Grant: December 1, 1998
Name of Optionee: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Number of Shares as to
which the Option is Granted: 10,000
Option Price per Share: $.50
Exercisability of Options:
Number of Shares Date after which the
as to which the Option is Exercisable
Optionee May Exercise (anniversaries refer
the Option Granted to the Date of Grant
Hereby of the Stock Option)
3,334 December 1, 1998
3,333 December 1, 1999
3,333 December 1, 2000
Schedule B
NOTICE OF ELECTION TO EXERCISE
[
Attention:
Gentlemen:
I hereby irrevocably elect to exercise the Stock Option
held by me under the 1993 Stock Option Plan of Staff Builders, Inc.
(the "Corporation") to purchase shares of the Class A Common Stock,
par value $.01 per share, of the Corporation at an option price of
$ per share.
Enclosed is a check, payable to the order of the
Corporation, in the amount of $ .
A completed Exercise of Stock Option Payment Remittance
Form is attached.
Please instruct [ ], Transfer
Agent, to issue certificate(s) for shares each and,
if applicable, a separate certificate for the remaining
shares in my name as shown below. The following address is for the
records of the Transfer Agent for mailing stockholder
communications:
Name
Taxpayer I.D. Number
(i.e. Social Security/Insurance Number)
Number and Street
City State Zip Code
Please forward the certificate(s) to me at the following address:
Number and Street
City State Zip Code
This election incorporates, and is subject to, all terms
and conditions of the Plan and my Stock Option Agreement with the
Corporation. The Stock Option I am exercising is stated to be:
[Check one] ( ) Incentive Stock Option
( ) Nonqualifying Stock Option
I am acquiring the foregoing shares for investment
purposes only, and not with a view to their sale or distribution.
Dated:
Signature
Print Name
Schedule B-1
STAFF BUILDERS, INC.
1993
STOCK OPTION PLAN
Exercise of Stock Option Payment Remittance Form
In fulfillment of the accompanying Notice of Election to
Exercise, which advises you of my intention to exercise options to
purchase shares of Staff Builders, Inc. Class A Common
Stock at an option price of $ per share, for a total
purchase price of $ , I enclose in full payment of the
purchase price:
bank check in the amount of . . . . . . $
made payable to Staff Builders, Inc.
Dated:
Signature
( ) Incentive Stock Option
( ) Nonqualifying Stock Option
Type Name