EXHIBIT 4.7
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AMENDED AND RESTATED STOCK OPTION AGREEMENT RE: XXXXXX
THIS AGREEMENT is executed by Diversified Corporate Resources, Inc., a
Texas corporation (herein called "Company"), and Xxxxxx X. Xxxxxx (herein called
"Optionee") on the date set forth on the signature page hereof, but effective as
of December 27, 1996.
WHEREAS, the Optionee is an officer and director of the Company; and
WHEREAS, the Company considers it desirable and in its best interests
that Optionee be
given an opportunity to acquire an equity interest in the Company in the form of
an option to purchase shares of common stock of the Company (the "Common
Stock"); and
WHEREAS, the options covered by this Agreement are issued pursuant to
the Company's 1996 Nonqualified Stock Option Plan (the "Plan").
NOW, THEREFORE, in consideration of the premises, it is agreed as
follows:
1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee
the right, privilege and option to purchase 30,000 shares (the "Shares") of
Common Stock for the prices per share in the manner and subject to the
conditions hereinafter provided.
2. TIME OF EXERCISE AND PRICES OF OPTION. Subject to the terms hereof,
the option herein granted must be exercised in whole or in part at any time or
times prior to December 31, 2001. The option herein granted shall become
exercisable as to 2,500 shares of Common Stock if the Optionee is a director of
the Company on the last day of each calendar quarter (which shall end during the
months of March, June, September and December) during the years 1997, 1998 and
1999 (example: if the Optionee is a director of the Company on March 31, 1997,
he will become vested, and entitled to exercise, as to options for 2,500 shares
of Common
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Stock). The exercise price for shares to which Optionee shall become vested in
1997, 1998 and 1999 shall be $3.00 per share, $4.00 per share and $5.00 per
share, respectively. The parties hereto acknowledge and agree that (a) the
requirement that vesting is contingent upon the Optionee being a director of the
Company is applicable regardless of the reason that the Optionee may cease to be
a director of the Company, and (b) subject to the restrictions herein as to when
the option is exercisable, the Optionee shall have the right to select the
portion of the option, and the related option price, if and when the Optionee
exercises any of this option.
3. METHOD OF EXERCISE. (a) In order to exercise this option, in whole
or in part, the Optionee shall deliver to the Company at its principal place of
business, or at such other offices as shall be designated by the Company (i) a
written notice of such holder's election to exercise this option, which notice
shall specify the number of shares of Common Stock to be purchased pursuant to
such exercise and (ii) either (A) cash or a check payable to the order of the
Company, (B) notice that the exercise price is satisfied by reduction of the
number of shares to be received by holder upon exercise of this option as
provided in Section (b) below, with the amount of such reduction specified in
such notice, (C) shares of Common Stock having a fair market value equal to the
exercise price, or (D) a combination of the above. The Company shall undertake
to make prompt delivery of the stock certificate(s) evidencing such part of the
Shares, provided that if any law or regulation requires the Company to take any
action with respect to the Shares specified in such notice before the issuance
thereof, then the date of delivery of such Shares shall be extended for the
period necessary to take such action.
(b) At the option of the Optionee, the Optionee may exercise
this option without a cash payment of the exercise price by designating that the
number of shares of Common Stock
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issuable to Optionee upon such exercise shall be reduced by the number of shares
having a fair market value equal to the amount of the total exercise price for
such exercise. In such instance, no cash or other consideration will be paid by
the holder in connection with such exercise and no commission or other
remuneration will be paid or given by the Optionee or the Company in connection
with such exercise.
4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
option herein granted shall terminate on the earlier of (a) December 31, 2001,
(b) six (6) months from the date on which Optionee ceases to be a director of
the Company for any reason other than death or disability of the Optionee, and
(c) one (1) year from the date on which Optionee ceases to be a director of the
Company if such event is due to death or disability of the Optionee.
5. RECLASSIFICATION, CONSOLIDATION, OR MERGER. If and to the extent
that the number of shares of Common Stock of the Company shall be increased or
reduced by change in par value, split-up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares of Common Stock
subject to the option herein granted, and the option price therefor shall be
appropriately adjusted. If the Company merges with one or more entities in a
transaction in which the Company is not the surviving entity, (a) this option
shall thereafter apply to shares of stock of the surviving entity issuable to
the holders of Common Stock, and (b) the number of shares of stock subject to
option and the option price(s) therefor shall be appropriately adjusted in a
manner consistent with the terms and conditions of the aforesaid merger.
6. RIGHTS PRIOR TO EXERCISE OF OPTION. The option herein granted is
nontransferable by Optionee except as herein otherwise provided. Unless the
Optionee is deceased
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or disabled, with the determination of the existence or nonexistence of such
disability such disability left to the reasonable discretion of the Board of
Directors of the Company, the option herein may only be exercised by the
Optionee. If the Optionee dies during the period of time that all or any of part
of this option is exercisable, the Optionee's executor or legal representative
may exercise all or any part of this option at any time or times during the
period of time in which the option herein is granted. If the Optionee is
disabled, as aforesaid, the Optionee's legal representative shall have the right
to exercise all or any part of this option at any time or times during the
period of time in which the Optionee is disabled and the option herein granted
has not expired by the terms of this Agreement. With respect to the shares of
stock which are subject to the option herein granted, Optionee shall have no
rights as a stockholder until payment of the option price for the shares being
purchased by exercise of the option herein granted, and the issuance of the
shares involved.
7. BINDING EFFECT.This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, representatives,
successors and assigns.
8. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
counterparts with each counterpart constituting an original for all purposes.
9. TOTAL AGREEMENT. This Agreement may not be amended or revised except
by a written instrument executed by both of the parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the 15th day of May, 1997.
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DIVERSIFIED CORPORATE RESOURCES, INC.
By:__________________________________
Name:________________________________
Title:_______________________________
OPTIONEE:____________________________
_____________________________________
Xxxxxx X. Xxxxxx
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