STOCK OPTION AGREEMENT RE: ▇▇▇▇▇▇▇
THIS AGREEMENT is entered into by and between Diversified Corporate
Resources, Inc., a Texas corporation (herein called "Company"), and M. ▇▇▇
▇▇▇▇▇▇▇ (herein called "Optionee").
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 exercisable as to the balance of 21,000 shares of Common
Stock if the Optionee is still
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an officer or 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. The option herein granted (or any part thereof)
must be exercised by written notice directed to the Company at its principal
place of business, accompanied by check in payment of the option price (the
number of shares being purchased multiplied by the applicable purchase price per
share). 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 before the issuance thereof, then the date of delivery
of such Shares shall be extended for the period necessary to take such action.
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 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
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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 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
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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.
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 10th day of April, 1997.
DIVERSIFIED CORPORATE RESOURCES, INC.
By:/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Chairman of the
Board and Chief Executive Officer
OPTIONEE:
/s/ M. ▇▇▇ ▇▇▇▇▇▇▇
----------------------------
M. ▇▇▇ ▇▇▇▇▇▇▇
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