PARTIAL OPTION TERMINATION AGREEMENT RE: XXXXXXXXXX
THIS AGREEMENT, which is effective as of December 9, 1998, is entered into
by and between Diversified Corporate Resources, Inc., a Texas corporation
(herein called the "Company"), and Xxxxxxx X. Xxxxxxxxxx (herein called
"Optionee").
WHEREAS, pursuant to the Company's 1996 Nonqualified Stock Option Plan (the
"1996 Plan"), the Company has heretofore granted to Optionee the option (the
"Existing Option") to purchase 30,000 shares of the common stock, par value $.10
per share (the "Common Stock"), of the Company; and
WHEREAS, pursuant to the Company's 1998 Nonqualified Stock Option Plan (the
"1998 Plan") (the 1996 Plan and the 1998 Plan are collectively referred to
herein as the "Plans"), the Company has heretofore granted to Optionee the
option to purchase 10,000 shares of Common Stock (the options granted to
Optionee under the 1996 Plan and the 1998 Plan are collectively referred to
herein as the "Existing Options"); and
WHEREAS, the parties hereto have previously entered into that certain (a)
Stock Option Agreement Re: Xxxxxxxxxx (the "1996 Option Agreement") which is
dated and effective as of November 12, 1997, and (b) Stock Option Agreement
(1998) Re: Xxxxxxxxxx (the "1998 Option Agreement") which is dated and effective
as of April 29, 1998; and
WHEREAS, the Board of Directors of the Company have granted to the Optionee
additional options pursuant to the Company's 1998 Non-Employee Directors Option
Plan (the "Directors Option Plan"); and
WHEREAS, the parties hereto have entered into this Agreement for the
purpose of terminating certain of the Existing Options.
NOW THEREFORE, in consideration of the premises, it is agreed as follows:
1. The parties hereto acknowledge that, as of December 31, 1998, the
Optionee's options
under the 1996 Option Agreement and the 1998 Option Agreement were (a) fully
vested (the "Vested Options") as to 22,500 shares of Common Stock, and (b)
were not vested (the "Unvested Options") as to 17,500 shares of Common Stock.
2. Subject to the terms of this Agreement, the Unvested Options (a) are
hereby deemed to be terminated and of no further force and effect, and (b) may
not hereafter be exercised by the Optionee pursuant to the terms of the 1996
Option Agreement, the 1998 Option Agreement, or otherwise.
3. Both the 1996 Option Agreement and the 1998 Option Agreement shall
continue in full force and effect with respect to the Vested Options.
4. This Agreement is subject to and conditioned upon approval of the
Directors Option Plan by the shareholders of the Company at the Company's 1999
Annual Meeting of Shareholders.
5. This Agreement shall be binding upon and inure to the benefit of the
Company, and its representatives, successors and assigns, and the Optionee and
his or her legal representative (to the extent expressly permitted).
6. This Agreement may be executed in multiple counterparts with each
counterpart constituting an original for all purposes.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on March ____, 1999, but effective as of December 9, 1998.
DIVERSIFIED CORPORATE RESOURCES, INC.
By:
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Name:
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Title:
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OPTIONEE:
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Xxxxxxx X. Xxxxxxxxxx
