PARTIAL OPTION TERMINATION AGREEMENT RE: HUNTER
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 Xxxxxx X. Xxxxxx (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 to
purchase 30,000 shares of the common stock, par value $.10 per share (the
"Common Stock"), of the Company; and
WHEREAS, 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 Plans 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: Hunter (the "1996 Option Agreement") which is dated
and effective as of December 27, 1996, and (b) Stock Option Agreement (1998) Re:
Hunter (the "1998 Option Agreement") which is dated and effective as of April
29, 1998; and
WHEREAS, the Optionee has heretofore exercised options on 5,000 shares of
Common Stock granted to him pursuant to the 1996 Option Agreement; and
WHEREAS, the Board of Directors of the Company have granted to the Optionee
additional options pursuant to the 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 20,000 shares of Common Stock
(exclusive of options previously exercised), and (b) were not vested (the
"Unvested Options") as to 15,000 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. Subject to the terms hereof, (a) the 1996 Option Agreement shall
continue in full force and effect with respect to the Vested Options, and (b)
the 1998 Option Agreement is terminated.
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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Xxxxxx X. Xxxxxx
