STAFF BUILDERS, INC.
1993 STOCK OPTION PLAN
[Date]
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(k) of the Corporation's 1993 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. 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 on Schedule A. 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 prior to 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.
Schedule A sets forth the date or dates after which the Optionee may exercise
all or part of the Stock Option, subject to the provisions of the Plan.
3. EXERCISE OF STOCK OPTION. The Optionee may 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. If exercisable Stock Options as to 100 or more
shares are held by an Optionee, then such Stock Options may not be exercised for
fewer than 100 shares at any time, and if exercisable Stock Options for fewer
than 100 shares are held by an Optionee, then Stock Options for all such shares
must be exercised at one time. 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;
PROVIDED, HOWEVER, that if the Committee appointed by the Board of Directors
pursuant to Section 2 of the Plan shall, in its sole discretion, approve,
payment upon exercise of the Stock Option in whole or in part may be made by
surrender to the Corporation in due form for transfer of shares of Class A
Common Stock of the Corporation. In the case of payment in the Corporation's
Class A Common Stock, such stock shall be valued at its Fair Market Value (as
defined in Section 7(b) of the Plan) as of the date of surrender of the stock.
4. PURCHASE PRICE. The option price per share shall be that set forth on
Schedule A.
5. 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.
6. SHARES RESERVED. The Corporation shall at all times during the term of
this Agreement reserve and keep available such number of shares of 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.
7. 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 Committee has been obtained. All Shares purchased
pursuant to this Agreement shall be purchased for investment by the Optionee.
8. 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.
9. 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.
By____________________________
[Officer]
Accepted and Agreed to:
_______________________________
SCHEDULE A
QUALIFYING STOCK OPTIONS
Date of Grant:
Name of Optionee:
Number of Shares as to
which the Option is Granted:
Option Price per Share:
Exercisability of Options:
Number of Share Date after which the
as to which the Option is Exercisable
Optionee May Exercise (anniversaries refer
the Option Granted to the Date of Grant
Hereby of the Stock Option)
---------------------- ---------------------
SCHEDULE B
NOTICE OF ELECTION TO EXERCISE
------------------------------
Staff Builders, Inc.
[ADDRESS]
ATTENTION:
Gentlemen:
I hereby irrevocably elect to exercise the Stock Option held by me under
the 1993 Stock Option Plan of Staff Builders, Inc. (the "Corporation") to
purchase shares of the Class A Common Stock, par value $.01 per share, of the
Corporation at an option price of $_______ per share.
Enclosed is a check, payable to the order of the Corporation, in the amount
of $_______.
A completed Exercise of Stock Option Payment Remittance Form is attached.
Please instruct [ ], Transfer Agent, to issue _____
certificate(s) for ______ shares each and, if applicable, a separate certificate
for the remaining _________ shares in my name as shown below. The following
address is for the records of the Transfer Agent for mailing stockholder
communications:
_______________________________________
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 Corporation. The Stock Option I
am exercising is stated to be:
[Check one] ( ) Incentive Stock Option
( ) Nonqualifying Stock Option
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.
1993
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:
bank check in the amount of . . . . . . . . . . . . . . .$_________
made payable to Staff Builders, Inc.
Dated:_______________________ ________________________
Signature
( ) Incentive Stock Option
( ) Nonqualifying Stock Option ______________________
Type Name
