1
EXHIBIT 4.6
STAFFMARK, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Agreement") is made as of ____________,
19___, by and between StaffMark, Inc., a Delaware corporation ("Company"), and
___________ ("Employee").
WHEREAS, ___________ is a valuable and trusted employee of the Company,
and the Company considers it desirable and in its best interests to attract and
retain in its employ persons of outstanding competence, and to promote the
shareholder point of view among employees of the Company. The Company grants
this non-qualified stock option in accordance with the StaffMark, Inc. 1996
Stock Option Plan ("Plan").
NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:
1. Grant of Stock Options. The Company hereby grants to Employee
an option to purchase ______________ (_____) shares of common stock of the
Company (the "Option") at a price of $______ per share in the manner and
subject to the conditions hereinafter provided. This grant shall be of NQSOs
as that term is defined in the Plan.
2. Time of Exercise of Option. The aforesaid Option may be
exercised as follows:
(a) After two years from the date of this Agreement,
Employee may exercise up to 40% of the Option granted hereunder;
(b) After three years from the date of this Agreement,
Employee may exercise up to 60% of the Option granted hereunder;
(c) After four years from the date of this Agreement,
Employee may exercise up to 80% of the Option granted hereunder; and
(d) After five years from the date of this Agreement,
Employee may exercise up to 100% of the Option granted hereunder.
3. Method of Exercise. The Option shall be exercised by (a)
written notice delivered or mailed by prepaid registered or certified mail,
directed to the Secretary of the Company, at the Company's principal place of
business, specifying the number of shares to be exercised pursuant to the
Option and (b) payment to the Company (contemporaneously with the delivery of
each such notice), in cash, certified check, bank draft, wire transfer, or
postal or express money order payable to the order of the Company for an amount
equal to the Option price of such shares and any income tax which may be
required to be withheld pursuant to Section 12 of the Plan. Employee will
receive the number of shares as set forth in Paragraph 1, after adjustment for
stock splits, stock dividends or other dilution of the value of the Option by
the Company issuing shares for less than fair market value as determined by the
Board of Directors (the "Shares"). Within ten (10) days of the date notice is
received by the Company, the Company shall issue such shares to Employee,
provided that if any law or regulation requires the Company to take any action
with respect to the shares specified
2
in such notice before the payment thereof, then the date of such payment shall
be extended for the period necessary to take such action.
4. Termination of Options. Except as herein otherwise stated, the
Option to the extent not heretofore exercised shall terminate upon the first to
occur of the following dates:
(a) The date on which Employee's employment by the Company
is terminated for cause (as determined by the board of directors or
compensation committee of the Company);
(b) The expiration of three months after the date on which
Employee's employment by the Company is terminated (including death or
permanent and total disability); or
(c) _________, ____ (being the expiration of ten years from
the grant of these Options).
In no event shall any Option be exercisable for more than the maximum
number of shares that Employee was entitled to purchase at the date of
termination, unless otherwise determined by the Committee at the time of
termination.
5. Rights Prior to Exercise of Options. This grant of the Option
is nontransferable by Employee, except in the event of her death (in which case
such Options may be exercised by Employee's legal representative) and during
her lifetime is exercisable only by her. Employee shall have no rights as a
stockholder with respect to the Option.
6. Subject to StaffMark, Inc. 1996 Stock Option Plan. The Option
shall be in all respects limited and conditioned as provided in the Plan. In
addition, exercise of the Option shall be subject to Employee making any
representations to such matters as the Board of Directors of the Company, in
its discretion, may determine from time to time to be necessary or advisable to
evidence compliance with the requirements of the Securities Act of 1933, as
amended, or state or other securities laws, rules or regulations with respect
to the registration or exemption from registration of any offer or sale of the
Company's securities pursuant to the Plan.
Neither this Agreement nor the Plan shall be construed as giving
Employee any right to be retained in the employ of the Company and neither
shall be construed as limiting in any way the Company's right to terminate or
change the terms of Employee's employment.
7. This Agreement, upon delivery of an executed copy to the Company
shall constitute a binding non-qualified stock option agreement between
Employee and the Company.
[The remainder of this page left intentionally blank.]
3
In witness whereof the parties have caused this Agreement to be
executed on the day and year first above written.
STAFFMARK, INC.
By:
-------------------------------------
Xxxxx X. Xxxxxx,
President
ATTEST:
------------------------------
Xxxxx X. Xxxxxxx, Secretary
EMPLOYEE:
----------------------------------------
--------------
