AMENDMENT TO STOCK OPTION AGREEMENT
THIS AMENDMENT TO STOCK OPTION AGREEMENT (herein referred to as the
"Pricing Amendment") is entered into by and between Diversified Corporate
Resources, Inc., a Texas corporation ("DCRI"), and M. Xxx Xxxxxxx (the
"Employee").
W I T N E S S E T H:
WHEREAS, DCRI has heretofore granted one or more stock options (herein
collectively referred to as the "Existing Options") to the Employee pursuant
to which the Employee is entitled to purchase 87,667 shares of common stock
(the "Common Stock") pursuant to the Diversified Corporate Resources, Inc.
Amended and Restated 1996 Nonqualified Stock Option Plan and/or the
Diversified Corporate Resources, Inc. 1998 Nonqualified Stock Option Plan; and
WHEREAS, the Compensation Committee and the Board of Directors of the
Company have approved the repricing of all of the Existing Options which
involve an option price for shares of the Common Stock which exceeds $5.125
per share (the "Repriced Options"); and
WHEREAS, the purpose of this Amendment Agreement is to document the
aforementioned repricing action.
NOW THEREFORE, for good and valuable consideration received, the parties
hereto do contract and agree as follows:
1. Effective as of October 23, 1998, all of the Repriced Options shall
have an option price which shall be $5.125.
2. Assuming that the Employee has the right to do so, none of the
Existing Options may be exercised, in whole or in part, prior to October 23,
1999.
3. Except as set forth herein, the terms and conditions of the Existing
Options, as amended to date, are not amended or revised and remain in full
force and effect.
IN WITNESS WHEREOF, this Pricing Amendment is dated and effective as of
October 23, 1998.
DIVERSIFIED CORPORATE RESOURCES, INC.
By:
M. Xxx Xxxxxxx, President
UNANIMOUS CONSENT OF THE
BOARD OF DIRECTORS OF DIVERSIFIED CORPORATE RESOURCES, INC.
IN LIEU OF A SPECIAL MEETING
OF THE BOARD OF DIRECTORS
Dated as of June 5, 1998
Pursuant to the authority contained in Article 9.10.B of the Texas
Business Corporation Act, as amended, the undersigned, being all of the duly
elected and qualified members of the board of directors (the "Board") of
Diversified Corporate Resources, Inc., a Texas corporation (the "Corporation"
or the "Company"), do hereby consent that when all the directors have signed
this unanimous consent or an exact counterpart hereof, each of which
counterparts, when taken together shall constitute but one and only one
consent, the following resolutions shall be passed and adopted as resolutions
of the board of directors of the Corporation with the same force and effect
as a unanimous vote of the directors of the Corporation at a duly called and
held meeting of the board of directors of the Corporation called for the
purpose of acting upon proposals to adopt the following resolutions:
RESOLVED, that the resolutions set forth on Exhibit A are
approved and adopted in all respects by the Board of Directors of the
Corporation.
EXECUTED as of the date first above written.
J. Xxxxxxx Xxxxx, Director M. Xxx Xxxxxxx, Director
A. Xxxxxxx Xxxxx, Director Xxxxxxx X. Xxxxxxxxxx, Director
Xxxxxx X. Xxxxxx, Director
EXHIBIT A
Section 8 of Article II of the Company's Bylaws is hereby amended by
adding to the end thereof the following:
"A proxy that is submitted by a broker or dealer that relates to
shares of stock held by a shareholder through such broker or dealer
or otherwise by such broker or dealer and does not indicate a vote of
such stock on a given matter (a "Broker Non-Vote") shall be counted
for quorum purposes, but shall not be counted as a vote for or against
such matter or as an abstention with respect to such matter."
