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EXHIBIT 10.33
STAFF BUILDERS, INC.
1998 STOCK OPTION PLAN
December 1, 1998
Xxxx X. Xxxxx
Re: Grant of Non-qualifying Stock Options to
Purchase Shares of the Class A Common
Stock of Staff Builders, Inc.
Dear Xxxx:
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 1998 Stock Option Plan (the "Plan"). The
stock option this Agreement grants is a Non-qualifying Stock Option, as set
forth in Section 2 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 non-assessable
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 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
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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. Non-assignability. The Stock Option and this Agreement
shall not be encumbered, disposed of, assigned or transferred in whole or part,
and, except as described in the Plan, may only be exercised by the Optionee
unless the prior written consent of the Committee has been obtained. 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/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Accepted and Agreed to:
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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Schedule A
Nonqualifying Stock Options
Date of Grant: December 1, 1998
Name of Optionee: Xxxx X. Xxxxx
Number of Shares as to
which the Option is Granted: 333,333
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
--------------------- ---------------------
111,111 June 1, 1999
111,111 December 1, 1999
111,111 December 1, 2000
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Schedule B
NOTICE OF ELECTION TO EXERCISE
Staff Builders, Inc.
Attention:
Gentlemen:
I hereby irrevocably elect to exercise the Stock Option held
by me under the 1998 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
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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
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Schedule B-1
STAFF BUILDERS, INC.
1998
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. 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
