EXHIBIT 4.8
CORPDAL:64543.5 28722-00003
AMENDED AND RESTATED STOCK OPTION AGREEMENT RE: ▇▇▇▇▇▇▇
THIS AGREEMENT is executed by Diversified Corporate Resources, Inc., a
Texas corporation (herein called "Company"), and M. ▇▇▇ ▇▇▇▇▇▇▇ (herein called
"Optionee") on the date set forth on the signature page hereof, but effective as
of December 27, 1996.
WHEREAS, the Optionee is an officer and 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 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 105,000 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 December 31, 2001. The option herein granted (a) shall be
immediately exercisable as to 52,500 shares of Common Stock, the exercise price
of this portion of the option shall be $2.50 per share of Common Stock, (b)
shall become exercisable as to an additional 31,500 shares of Common Stock if
the Optionee is still an officer or director of the Company on December 31,
1997; the exercise price of this portion of the option shall be $4.00 per share,
and (c) shall become
CORPDAL:65623.2 28722-00003
1
exercisable as to the balance of 21,000 shares of Common Stock if the Optionee
is still an officer and director of the Company on December 31, 1998; the
exercise price of this portion of the option is the lesser of (i) $8.00 per
share, or (ii) the price per share at which shares of Common Stock are sold to
the public in 1997 or 1998 if with the Company effectuates a public sale of its
Common Stock in 1997 or 1998 using an investment banking firm selected by the
Board of Directors of the Company (in the event of multiple sales to the public
during 1997 and 1998, the price per share of the initial sale shall be
applicable). The parties hereto acknowledge and agree that (A) the requirement
that vesting is contingent upon the Optionee being an officer or director of the
Company is applicable regardless of the reason that the Optionee may cease to be
an officer or 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, and the related option price, if and when
the Optionee exercises any of this option.
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,
CORPDAL:65623.2 28722-00003
2
provided that if any law or regulation requires the Company to take any action
with respect to the Shares specified in such notice 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 option 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.
4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
option herein granted shall terminate on the earlier of (a) December 31, 2001,
(b) one hundred and eighty (180) days from the date on which Optionee's
employment with the Company is terminated for any reason other than the death or
disability of the Optionee, and (c) one (1) year from the date on which
Optionee's employment with the Company is terminated if such termination is due
to death or disability of the Optionee.
5. RECLASSIFICATION, CONSOLIDATION, OR MERGER. 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 of shares of Common Stock
subject to the option herein granted, and the option price therefor shall be
appropriately adjusted. If the Company merges with one or more entities in a
transaction in which the Company is not the surviving entity, (a) this option
shall thereafter
CORPDAL:65623.2 28722-00003
3
apply to shares of stock of the surviving entity issuable to the holders of
Common Stock, and (b) the number of shares of stock subject to option and the
option price(s) therefor shall be appropriately adjusted in a manner consistent
with the terms and conditions of the aforesaid merger.
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 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. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, representatives,
successors and assigns.
8. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
counterparts with each counterpart constituting an original for all purposes.
CORPDAL:65623.2 28722-00003
4
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.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the 15th day of May, 1997.
DIVERSIFIED CORPORATE RESOURCES, INC.
By:_______________________________________
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Chairman of the Board
and Chief Executive Officer
OPTIONEE:
__________________________________________
M. ▇▇▇ ▇▇▇▇▇▇▇
CORPDAL:65623.2 28722-00003
5