EXHIBIT
10.42
STAFF BUILDERS, INC.
February 9, 1998
To the Person Named as
Optionee on Schedule A
to this Agreement
Re: Grant of Nonqualifying Stock Options
to Purchase Shares of the Common
Stock of Staff Builders, Inc.
Dear Optionee:
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(1) of the Corporation's 1994 Performance-
Based Stock Option Plan (the "Plan"). The stock option this
Agreement grants is a Nonqualifying Stock Option, as set forth in
Section 5 below. This Agreement incorporates all terms, conditions
and provisions of the Plan.
2. Stock Option.
(a) 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 in Paragraph (b) of this Section. The Corporation
will issue these shares as fully paid and nonassessable shares upon
the Optionee's exercise of the Stock Option. The Optionee may
exercise the Stock Option in accordance with this Agreement any
time between six months and 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.
(b) The Stock Option shall vest and become
exercisable pursuant to Section 7(c) of the plan.
3. Exercise of Stock Option. The Optionee may
To the Person Named as
Optionee on Schedule A
February 9, 1998
Page 2
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. 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. The Optionee must exercise the Stock Option
on or before February 9, 2008 after which it will lapse.
4. Purchase Price. The option price per share shall
be the Option Price as defined in Section 7(b) of the Plan.
5. Tax Treatment of the Stock Option. The following
is a summary of the federal income tax consequences of the issuance
and exercise of nonqualifying stock options under the Plan to
optionees and to the Corporation under the Internal Revenue Code of
1986, as amended (the "Code"). The following discussion does not
purport to be complete and does not cover, among other things,
state and local tax treatment of participation in the Plan.
Furthermore, differences in optionees' financial situations may
cause federal, state and local tax consequences of participation in
the Plan to vary. Therefore, each optionee in the Plan is urged to
consult his own accountant, legal counsel or other financial
advisor regarding the particular tax consequences to him of
participation in the Plan, including the applicability and effect
of any state or local tax laws, and of changes in applicable tax
laws.
The grant of a nonqualifying stock option will not result
in the recognition of taxable income to the optionee for federal
income tax purposes or in deduction to the Corporation. Upon the
exercise of a nonqualifying stock option, the optionee will
recognize ordinary income for federal income tax purposes in an
amount equal to the excess of the fair market value of the shares
of Common Stock of the Corporation over the exercise price. Such
amount may be deductible by the Corporation if it complies with
applicable reporting requirements.
If an optionee disposes of any shares of Class A Common
Stock received upon the exercise of a nonqualifying stock option,
such optionee will recognize a capital gain or loss for federal
income tax purposes equal to the difference between the amount
realized on the disposition of such shares and the fair market
value of such shares at the time the option was exercised. The
To the Person Named as
Optionee on Schedule A
February 9, 1998
Page 3
gain or loss will be either long-term or short-term, depending on
the holding period. The Corporation will not be entitled to any
tax deduction in connection with such disposition of shares.
6. 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.
7. 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; provided, however, that pursuant to Section
7(g) of the Plan, upon settlement of the Stock Option, it shall be
a condition to the obligation of the Corporation that the Optionee
pay to the Corporation such amount as the Corporation may request
for the purpose of satisfying its liability to withhold federal,
state or local income or other taxes.
8. Nonassignability. 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 Corporation has been obtained. All shares of Class
A Common Stock purchased pursuant to this Agreement shall be
purchased for investment by the Optionee.
9. 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.
10. 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.
/s/ Xxxxxxx Xxxxxxxx
By: Xxxxxxx Xxxxxxxx
Accepted and Agreed to:
/s/ Xxxx Xxxxx
Xxxx Xxxxx
SCHEDULE A
Nonqualifying Stock Options
Date of Grant: February 9, 1998
Name of Optionee: Xxxx Xxxxx
Number of Shares as to
which the Option is Granted: 333,332
Option Price per Share: $1.81
SCHEDULE B
NOTICE OF ELECTION TO EXERCISE
STAFF BUILDERS, INC.
0000 Xxxxxx Xxxxxx
Xxxx Xxxxxxx, Xxx Xxxx 00000
Attention:
Gentlemen:
I hereby irrevocably elect to exercise the Stock Option
held by me under the 1994 Performance-Based Stock Option Plan of
Staff Builders, Inc. (the "Company") to purchase shares of the
Class A Common Stock, par value $.01 per share, of the Company at
an option price of $ per share.
Enclosed is a check, payable to the order of the Company,
in the amount of $ .
A completed Exercise of Stock Option Payment Remittance
Form is attached.
Please issue certificate(s) for
shares each and, if applicable, a separate certificate for the
remaining shares in my name as shown below.
Name
Taxpayer I.D. Number
(i.e. Social Security/Insurance Number)
Number and Street
City State Zip Code
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
Company.
I am acquiring the foregoing shares for investment
purposes only, and not with a view to their sale or distribution.
Dated:
Signature
Print Name
SCHEDULE B-1
STAFF BUILDERS, INC.
1994
PERFORMANCE-BASED 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. Class A Common
Stock at an option price of $ per share, for a total
purchase price of $ , I enclose in full payment of the
purchase price a check in the amount of $ made payable
to Staff Builders, Inc.
Dated:
Signature
Type Name
