COMFORCE CORPORATION
LONG-TERM STOCK INVESTMENT PLAN
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STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") dated as of September 8, 1997
(the "Date of Grant") is entered into between COMFORCE Corporation ("Company")
and Michael D. Madden ("Optionee"), pursuant to the Company's Long-Term Stock
Investment Plan effective as of January 1, 1993, as amended effective as of
October 31, 1996 and July 30, 1997, and as may hereafter be amended from time to
time (as now or hereafter amended, the "Plan").
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Grant of Option.
(a) The Company hereby grants to the Optionee an option under the Plan to
purchase a total of 90,000 Shares of the Company's Common Stock (the "Option")
at an exercise price of $___ per Share upon the terms and conditions set forth
herein. Such discretionary Option is in addition to and not in substitution of
the nondiscretionary option for 10,000 Shares granted to Optionee under Article
6 of the Plan.
(b) The Option is granted under and pursuant to the Plan, the terms of
which are incorporated herein by reference, and, except as modified or limited
hereby, is subject to all of the provisions thereof. Capitalized terms used
herein without definition shall have the same meanings given such terms in the
Plan. The Optionee represents and warrants that he has read the Plan, is fully
familiar with all the terms and conditions thereof and agrees to be bound
thereby.
(c) The Option is a nonqualified stock option.
(d) The Option shall terminate ten (10) years from the date of this
Agreement, unless earlier terminated as provided in the Plan; provided, however,
that in the event that the Optionee voluntarily resigns from the Board or ceases
to serve on the Board for Cause (as hereinafter defined), this Option shall
terminate immediately; and provided, further, in the event that the Optionee
ceases to serve on the Board of Directors for any other reason whatsoever, this
Option shall terminate immediately as to any unvested portion of this Option
and, subject to earlier termination as hereinafter provided, shall continue to
be exercisable as to any vested portion of this Option for a period of 90 days
after the date he ceases to serve on the Board. The Optionee's ceasing to serve
on the Board for "Cause" shall mean his removal or other termination by reason
of his (i) failure or refusal as a member of any Committee of the Board to
implement or follow the reasonable and proper policies or directions of the
Board, (ii) intentional wrongful conduct which materially and adversely affects
the Company's business or operations or can be reasonably expected to have such
effect; (iii) embezzlement or wrongful conversion of the Company's assets; (iv)
willful and improper disclosure or use for his own benefit of any confidential
or proprietary information of the Company, the disclosure or use of which
materially and adversely affects the Company's business or operations or can be
reasonably expected to have such effect; or (v) any act involving fraud,
dishonesty, or proven criminal conduct, this Option shall thereupon immediately
terminate as to all vested and unvested portions.
2. Exercise of Option. Subject to the terms and conditions for, and
limitations on the exercise of the Option as set forth in the Plan, the Option
shall be exercisable immediately as to 50,000 Shares, and shall become
exercisable as to the remaining 40,000 Shares on the earlier of (a) September 8,
1998 or (b) the occurrence of a "Change in Control." As used herein, "Change of
Control" shall mean the occurrence of any of the following events: (i) the
Company is merged, consolidated or reorganized into or with another corporation
or other entity, and as a result of such merger, consolidation or reorganization
less than a majority of the combined
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voting power of the then-outstanding securities of such corporation or entity
immediately after such transaction is held in the aggregate by the holders of
any class or series entitled to vote generally in the election of Directors
("Voting Stock") immediately prior to such transaction; or (ii) the Company
sells or otherwise transfers all or substantially all of its assets to another
corporation or other entity and, as a result of such sale or transfer, less than
a majority of the combined voting power of the then-outstanding securities of
such other corporation or entity immediately after such sale or transfer is held
in the aggregate by the holders of Voting Stock immediately prior to such sale
or transfer.
3. Income Taxes.
(a) No Representations or Warranties. Neither the Company nor the
Administrator nor any of their representatives or agents has made any
representations or warranties to the Optionee with respect to the income tax or
other consequences of the transactions contemplated by this Agreement, and the
Optionee is in no manner relying on the Company, the Administrator or any of
their representatives or agents for an assessment of such tax or other
consequences.
(b) Withholding Taxes. The Optionee shall make adequate provision for tax
withholding obligations of the Company or any of its Affiliates in accordance
with Section 5.03 of the Plan.
4. Miscellaneous.
(a) Binding Effect; Applicable Law. This Agreement shall bind and inure to
the benefit of the Company and its successors and assigns, and the Optionee and
any heir, legatee, or legal representative of the Optionee. This Agreement shall
be interpreted under and governed by and construed in accordance with the laws
of the State of Delaware.
(b) Investment. The Optionee hereby agrees and represents that the Option
and any purchase of Shares under the Option is for his own account for
investment only.
(c) Stock Issuance. The exercise by the Optionee of the Option granted
hereunder will not become final nor will Shares by issued pursuant thereto
unless such exercise fully complies with the requirements of the Plan and all
applicable federal, state and local laws.
(d) No Transfer. The Option shall not be assigned, encumbered or
transferred, except, in the event of death of the Optionee, by will or the laws
of descent and distribution.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate
as of the day and year first above written.
COMFORCE Corporation
By: _______________________________
Title: ____________________________
OPTIONEE
____________________________________
Michael D. Madden
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Spousal Consent
The undersigned has read and is familiar with the preceding Agreement and
the Plan and hereby consents and agrees to be bound by all the terms of the
Agreement and the Plan. Without limiting the foregoing, the undersigned
specifically agrees that the Company may rely on any authorization, instruction
or election made under the Agreement by the Optionee alone and that all of his
or her right, title or interest, if any, in the Shares purchased by the Optionee
under the Agreement, whether arising by operation of community property law, by
property settlement or otherwise, shall be subject to all of such terms.
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Printed Name
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