AMENDMENT TO STOCK OPTION AGREEMENT
THIS AMENDMENT TO STOCK OPTION AGREEMENT (herein referred to as the
"Pricing Amendment") is entered into by and between Diversified Corporate
Resources, Inc., a Texas corporation ("DCRI"), and J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Employee").
W I T N E S S E T H:
WHEREAS, DCRI has heretofore granted one or more stock options (herein
collectively referred to as the "Existing Options") to the Employee pursuant
to which the Employee is entitled to purchase 31,000 shares of common stock
(the "Common Stock") at $8.00 per share, pursuant to the Diversified
Corporate Resources, Inc. Amended and Restated 1996 Nonqualified Stock Option
Plan; and
WHEREAS, the Compensation Committee and the Board of Directors of the
Company have approved the repricing of all of the Existing Options which
involve an option price for shares of the Common Stock which exceeds $5.125
per share (the "Repriced Options"); and
WHEREAS, the purpose of this Amendment Agreement is to document the
aforementioned repricing action.
NOW THEREFORE, for good and valuable consideration received, the parties
hereto do contract and agree as follows:
1. Effective as of October 23, 1998, all of the Repriced Options shall
have an option price which shall be $5.125.
2. Assuming that the Employee has the right to do so, none of the
Existing Options may be exercised, in whole or in part, prior to October 23,
1999.
3. Except as set forth herein, the terms and conditions of the Existing
Options, as
amended to date, are not amended or revised and remain in full
force and effect.
IN WITNESS WHEREOF, this Pricing Amendment is dated and effective as of
October 23, 1998.
DIVERSIFIED CORPORATE RESOURCES, INC.
By:
M. ▇▇▇ ▇▇▇▇▇▇▇, President