STOCK OPTION AGREEMENT RE: XXXXXX
THIS AGREEMENT is entered into by and between Diversified Corporate
Resources, Inc., a Texas corporation (herein called "Company"), and Xxxxxx X.
Xxxxxx (herein called "Optionee").
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 Stock). The exercise price for shares to which Optionee shall become
vested in 1997,
C:\WP60\01\JBO\2764\01\STOCKOPT.AG9
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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. The option herein granted (or any part thereof)
must be exercised by written notice directed to the Company at its principal
place of business, accompanied by check in payment of the option price (the
number of shares being purchased multiplied by the applicable purchase price per
share). 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.
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
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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 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.
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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 10th day of April, 1997.
DIVERSIFIED CORPORATE RESOURCES, INC.
By:/s/ J. Xxxxxxx Xxxxx
------------------------
J. Xxxxxxx Xxxxx
Chairman of the Board and Chief
Executive Officer
OPTIONEE:
/s/ Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx
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