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EXHIBIT 4.2
As amended on December 10, 1996
BUSINESS RESOURCE GROUP
1995 DIRECTORS' STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this Directors' Stock
Option Plan are to attract and retain the best available personnel for service
as Directors of the Company, to provide additional incentive to the Outside
Directors of the Company to serve as Directors, and to encourage their
continued service on the Board.
All options granted hereunder shall be "nonstatutory stock
options".
2. Definitions. As used herein, the following definitions shall
apply:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(c) "Common Stock" shall mean the Common Stock of the
Company.
(d) "Company" shall mean Business Resource Group, a
California corporation.
(e) "Continuous Status as a Director" shall mean the
absence of any interruption or termination of service as a Director.
(f) "Director" shall mean a member of the Board.
(g) "Employee" shall mean any person, including officers
and directors, employed by the Company or any Parent or Subsidiary of the
Company. The payment of a director's fee by the Company shall not be
sufficient in and of itself to constitute "employment" by the Company.
(h) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.
(i) "Option" shall mean a stock option granted pursuant
to the Plan.
(j) "Optioned Stock" shall mean the Common Stock subject
to an Option.
(k) "Optionee" shall mean an Outside Director who receives
an Option.
(l) "Outside Director" shall mean a Director who is not
an Employee.
(m) "Parent" shall mean a "parent corporation", whether
now or hereafter existing, as defined in Section 424(e) of the Code.
(n) "Plan" shall mean this 1995 Directors' Stock Option
Plan.
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(o) "Share" shall mean a share of the Common Stock, as
adjusted in accordance with Section 11 of the Plan.
(p) "Subsidiary" shall mean a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f) of the Code.
(q) "S Corporation" shall mean a corporation that meets
the requirements of Sections 1361 and 1362 of the Code.
3. Stock Subject to the Plan. Subject to the provisions of
Section 11 of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the Plan is 175,000 Shares (the "Pool") of Common
Stock. The Shares may be authorized, but unissued, or reacquired Common Stock.
If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan. If Shares which were acquired upon
exercise of an Option are subsequently repurchased by the Company, such Shares
shall not in any event be returned to the Plan and shall not become available
for future grant under the Plan.
4. Administration of and Grants of Options under the Plan.
(a) Administrator. Except as otherwise required herein,
the Plan shall be administered by the Board.
(b) Procedure for Grants. All grants of Options
hereunder shall be automatic and nondiscretionary and shall be made strictly in
accordance with the following provisions:
(i) No person shall have any discretion to select
which Outside Directors shall be granted Options or to determine the number of
Shares to be covered by Options granted to Outside Directors.
(ii) Each Outside Director shall be automatically
granted an Option to purchase 20,000 Shares (the "First Option") on the date on
which the later of the following events occurs: (A) the effective date of this
Plan, as determined in accordance with Section 6 hereof, or (B) the date on
which such person first becomes an Outside Director, whether through election
by the shareholders of the Company or appointment by the Board of Directors to
fill a vacancy.
(iii) After the First Option has been granted to an
Outside Director, such Outside Director shall thereafter be automatically
granted an Option to purchase 5,000 Shares (a "Subsequent Option") on the first
calendar day of the Company's fiscal year, provided that, on such date, he or
she shall have served on the Board for at least three (3) months.
(iv) Notwithstanding the provisions of subsections
(ii) and (iii) hereof, in the event that a grant would cause the number of
Shares subject to outstanding Options plus the number of Shares previously
purchased upon exercise of Options to exceed the Pool, then each
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such automatic grant shall be for that number of Shares determined by dividing
the total number of Shares remaining available for grant by the number of
Outside Directors on the automatic grant date. Any further grants shall then
be deferred until such time, if any, as additional Shares become available for
grant under the Plan through action of the shareholders to increase the number
of Shares which may be issued under the Plan or through cancellation or
expiration of Options previously granted hereunder.
(v) Notwithstanding the provisions of subsections
(ii) and (iii) hereof, any grant of an Option made before the Company has
obtained shareholder approval of the Plan in accordance with Section 17 hereof
shall be conditioned upon obtaining such shareholder approval of the Plan in
accordance with Section 17 hereof.
(vi) The terms of each First Option granted
hereunder shall be as follows:
(1) the First Option shall be
exercisable only while the Outside Director remains a Director of the Company,
except as set forth in Section 9 hereof.
(2) the exercise price per Share shall
be 100% of the fair market value per Share at the beginning of the date of
grant of the First Option, determined in accordance with Section 8 hereof.
(3) the First Option shall become
exercisable in installments cumulatively as to 25% of the Shares subject to the
First Option on each of the first, second, third and fourth anniversaries of
the date of grant of the First Option.
(vii) The terms of each Subsequent Option granted
hereunder shall be as follows:
(1) the Subsequent Option shall be
exercisable only while the Outside Director remains a Director of the Company,
except as set forth in Section 9 hereof.
(2) the exercise price per Share shall
be 100% of the fair market value per Share at the beginning of the date of
grant of the Subsequent Option, determined in accordance with Section 8 hereof.
(3) the Subsequent Option shall become
exercisable as to one hundred percent (100%) of the Shares subject to the
Subsequent Option on the fourth anniversary of the date of grant of the
Subsequent Option.
(c) Powers of the Board. Subject to the provisions and
restrictions of the Plan, the Board shall have the authority, in its
discretion: (i) to determine, upon review of relevant information and in
accordance with Section 8(b) of the Plan, the fair market value of the Common
Stock; (ii) to determine the exercise price per share of Options to be granted,
which exercise price shall be determined in accordance with Section 8(a) of the
Plan; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules
and regulations relating to the Plan; (v) to authorize any person to execute on
behalf of the Company any instrument required to effectuate the grant of an
Option
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previously granted hereunder; and (vi) to make all other determinations deemed
necessary or advisable for the administration of the Plan.
(d) Effect of Board's Decision. All decisions,
determinations and interpretations of the Board shall be final and binding on
all Optionees and any other holders of any Options granted under the Plan.
(e) Suspension or Termination of Option. If the
President or his or her designee reasonably believes that an Optionee has
committed an act of misconduct, the President may suspend the Optionee's right
to exercise any option pending a determination by the Board of Directors
(excluding the Outside Director accused of such misconduct). If the Board of
Directors (excluding the Outside Director accused of such misconduct)
determines an Optionee has committed an act of embezzlement, fraud, dishonesty,
nonpayment of an obligation owed to the Company, breach of fiduciary duty or
deliberate disregard of the Company rules resulting in loss, damage or injury
to the Company, or if an Optionee makes an unauthorized disclosure of any
Company trade secret or confidential information, engages in any conduct
constituting unfair competition, induces any Company customer to breach a
contract with the Company or induces any principal for whom the Company acts as
agent to terminate such agency relationship, neither the Optionee nor his or
her estate shall be entitled to exercise any option whatsoever. In making such
determination, the Board of Directors (excluding the Outside Director accused
of such misconduct) shall act fairly and shall give the Optionee an opportunity
to appear and present evidence on Optionee's behalf at a hearing before the
Board or a committee of the Board.
5. Eligibility. Options may be granted only to Outside
Directors. All Options shall be automatically granted in accordance with the
terms set forth in Section 4(b) hereof. An Outside Director who has been
granted an Option may, if he or she is otherwise eligible, be granted an
additional Option or Options in accordance with such provisions.
The Plan shall not confer upon any Optionee any right with
respect to continuation of service as a Director or nomination to serve as a
Director, nor shall it interfere in any way with any rights which the Director
or the Company may have to terminate his or her directorship at any time.
6. Term of Plan; Effective Date. The Plan shall become effective
on the date of its adoption by the Board of Directors of the Company. It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 13 of the Plan.
7. Term of Option. The term of each Option shall be ten (10)
years from the date of grant thereof.
8. Exercise Price and Consideration.
(a) Exercise Price. The per Share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be 100% of the fair
market value per Share on the date of grant of the Option.
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(b) Fair Market Value. The fair market value shall be
determined by the Board in its discretion; provided, however, that where there
is a public market for the Common Stock, the fair market value per Share shall
be the mean of the bid and asked prices of the Common Stock in the
over-the-counter market on the date of grant, as reported in The Wall Street
Journal (or, if not so reported, as otherwise reported by the National
Association of Securities Dealers Automated Quotation ("NASDAQ" System) or, in
the event the Common Stock is traded on the NASDAQ National Market or listed on
a stock exchange, the fair market value per Share shall be the closing price on
such system or exchange on the date of grant of the Option, as reported in The
Wall Street Journal. With respect to any Options granted hereunder
concurrently with the initial effectiveness of the Plan, the fair market value
shall be equal to the initial public offering price of the Company's Common
Stock as set forth on the cover page of the prospectus relating to such initial
public offering.
(c) Form of Consideration. The consideration to be paid
for the Shares to be issued upon exercise of an Option shall consist entirely
of cash, check, other Shares of Common Stock having a fair market value on the
date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised (which, if acquired from the Company,
shall have been held for at least six months), or any combination of such
methods of payment and/or any other consideration or method of payment as shall
be permitted under applicable corporate law.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable at such times as are set forth in
Section 4(b) hereof; provided, however, that no Options shall be exercisable
prior to shareholder approval of the Plan in accordance with Section 17 hereof
has been obtained.
An Option may not be exercised for a fraction of a
Share.
An Option shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance
with the terms of the Option by the person entitled to exercise the Option and
full payment for the Shares with respect to which the Option is exercised has
been received by the Company. Full payment may consist of any consideration
and method of payment allowable under Section 8(c) of the Plan. Until the
issuance (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company) of the stock certificate
evidencing such Shares, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. A share certificate for the number
of Shares so acquired shall be issued to the Optionee as soon as practicable
after exercise of the Option. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 11 of the Plan.
Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.
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(b) Termination of Status as a Director. If an Outside
Director ceases to serve as a Director, he or she may, but only within ninety
(90) days (or such other period of time not exceeding six (6) months as is
determined by the Board) after the date he or she ceases to be a Director of
the Company, exercise his or her Option to the extent that he or she was
entitled to exercise it at the date of such termination. Notwithstanding the
foregoing, in no event may the Option be exercised after its term set forth in
Section 7 has expired. To the extent that such Outside Director was not
entitled to exercise an Option at the date of such termination, or does not
exercise such Option (which he or she was entitled to exercise) within the time
specified herein, the Option shall terminate.
(c) Disability of Optionee. Notwithstanding Section 9(b)
above, in the event a Director is unable to continue his or her service as a
Director with the Company as a result of his or her total and permanent
disability (as defined in Section 22(e)(3) of the Internal Revenue Code), he or
she may, but only within six (6) months (or such other period of time not
exceeding twelve (12) months as is determined by the Board) from the date of
such termination, exercise his or her Option to the extent he or she was
entitled to exercise it at the date of such termination. Notwithstanding the
foregoing, in no event may the Option be exercised after its term set forth in
Section 7 has expired. To the extent that he or she was not entitled to
exercise the Option at the date of termination, or if he or she does not
exercise such Option (which he or she was entitled to exercise) within the time
specified herein, the Option shall terminate.
(d) Death of Optionee. In the event of the death of an
Optionee:
(i) During the term of the Option who is, at the
time of his or her death, a Director of the Company and who shall have been in
Continuous Status as a Director since the date of grant of the Option, the
Option may be exercised, at any time within six (6) months (or such lesser
period of time as is determined by the Board) following the date of death, by
the Optionee's estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent of the right to
exercise that would have accrued had the Optionee continued living and remained
in Continuous Status as Director for six (6) months (or such lesser period of
time as is determined by the Board) after the date of death. Notwithstanding
the foregoing, in no event may the Option be exercised after its term set forth
in Section 7 has expired.
(ii) Within three (3) months (or such lesser
period of time as is determined by the Board) after the termination of
Continuous Status as a Director, the Option may be exercised, at any time
within six (6) months following the date of death, by the Optionee's estate or
by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that had accrued
at the date of termination. Notwithstanding the foregoing, in no event may the
option be exercised after its term set forth in Section 7 has expired.
(e) Conditions upon Exercise. Notwithstanding the
foregoing, if the Company is an S Corporation at the time when an Optionee
intends to exercise an Option:
(i) the Option will not be exercisable if the
purchase of the Optioned Stock would cause the 35 shareholder limit of Section
1361 of the Code to be exceeded; and
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(ii) if the exercise is not prohibited by paragraph
(i) above, the Optionee shall be required, as a condition to such exercise, to
sign the Buy - Sell Agreement dated October 31, 1987, as amended, among the
shareholders of the Company.
10. Nontransferability of Options. The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution. The designation
of a beneficiary by an Optionee does not constitute a transfer. An Option may
be exercised during the lifetime of an Optionee only by the Optionee or a
transferee permitted by this Section.
11. Adjustments Upon Changes in Capitalization or Corporate
Transactions.
(a) Adjustment. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.
(b) Change of Ownership. In the event of (i) a
dissolution or liquidation of the Company, (ii) a sale of all or substantially
all of the Company's assets, (iii) a merger or consolidation in which the
Company is not the surviving corporation, or (iv) any other capital
reorganization in which more than fifty percent (50%) of the shares of the
Company entitled to vote are exchanged, the Company shall give to the Outside
Director, at the time of adoption of the plan for liquidation, dissolution,
sale, merger, consolidation or reorganization, either a reasonable time
thereafter within which to exercise the Option, prior to the effectiveness of
such liquidation, dissolution, sale, merger, consolidation or reorganization,
at the end of which time the Option shall terminate, or the right to exercise
the Option (or receive a substitute option with comparable terms) as to an
equivalent number of shares of stock of the corporation succeeding the Company
or acquiring its business by reason of such liquidation, dissolution, sale,
merger, consolidation or reorganization.
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12. Time of Granting Options. The date of grant of an Option
shall, for all purposes, be the date determined in accordance with Section 4(b)
hereof. Notice of the determination shall be given to each Outside Director to
whom an Option is so granted within a reasonable time after the date of such
grant.
13. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may amend or
terminate the Plan from time to time in such respects as the Board may deem
advisable; provided that, to the extent necessary and desirable to comply with
Rule 16b-3 under the Exchange Act (or any other applicable law or regulation),
the Company shall obtain approval of the shareholders of the Company to Plan
amendments to the extent and in the manner required by such law or regulation.
Notwithstanding the foregoing, the provisions set forth in Section 4 of this
Plan (and any other Sections of this Plan that affect the formula award terms
required to be specified in this Plan by Rule 16b-3) shall not be amended more
than once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder.
(b) Effect of Amendment or Termination. Any such
amendment or termination of the Plan that would impair the rights of any
Optionee shall not affect Options already granted to such Optionee and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee
and the Board, which agreement must be in writing and signed by the Optionee
and the Company.
14. Conditions Upon Issuance of Shares.
(a) Compliance. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933,
as amended, the Exchange Act, the rules and regulations promulgated thereunder,
state securities laws, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
(b) Condition to Exercise. As a condition to the
exercise of an Option, the Company may require the person exercising such
Option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares, if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.
(c) No Liability. Inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
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15. Reservation of Shares. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.
16. Option Agreement. Options shall be evidenced by written
option agreements in such form as the Board shall approve.
17. Shareholder Approval. Continuance of the Plan shall be
subject to approval by the shareholders of the Company at or prior to the first
annual meeting of shareholders held subsequent to the granting of an Option
hereunder. If such shareholder approval is obtained at a duly held
shareholders' meeting, it may be obtained by the affirmative vote of the
holders of a majority of the outstanding shares of the Company present or
represented and entitled to vote thereon. If such shareholder approval is
obtained by written consent, it may be obtained by the written consent of the
holders of a majority of the outstanding shares of the Company. Options may be
granted, but not exercised, before such shareholder approval. If the
shareholders fail to approve this Plan within the required time period, any
Options granted under this Plan shall be void, and no additional options shall
be granted.
18. Additional Restrictions of Rule 16b-3. The terms and
conditions of Options granted hereunder shall comply with the applicable
provisions of Rule 16b-3. This Plan and the Options granted hereunder shall be
deemed to contain such additional conditions and restrictions as may be
required for this Plan to qualify as a "formula plan" under Rule 16b-3, as then
applicable to the Company, and to qualify for the maximum exemptions from
Section 16 of the Exchange Act with respect to Plan transactions.
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BUSINESS RESOURCE GROUP
1995 DIRECTORS' STOCK OPTION PLAN
DIRECTOR NONSTATUTORY STOCK OPTION AGREEMENT
Optionee: [OPTIONEE]
Address: [STREET ADDRESS]
[CITY ADDRESS]
Total Shares Subject to Option: [SHARES]
Exercise Price Per Share: [PRICE PER SHARE]
Date of Grant: [GRANT DATE]
Expiration Date: [EXPIRATION DATE]
Type of Stock Option: Nonstatutory Stock Option
1. Grant of Option. Business Resource Group (the "Company"), a
California corporation, hereby grants to the Optionee named above ("Optionee")
an option (the "Option") to purchase a total of up to [SHARES SPELLED OUT]
([SHARES]) shares of Common Stock of the Company (the "Shares") at the exercise
price per share set forth above (the "Exercise Price"), subject to all of the
terms and conditions of this Director Nonstatutory Stock Option Agreement
("Agreement") and the Company's 1995 Directors' Stock Option Plan (the "Plan").
The terms defined in the Plan shall have the same defined meanings herein.
A. Nature of the Option. This Option is a nonstatutory
stock option and is not intended to qualify for any special tax benefits to the
Optionee.
B. Exercise Price. The exercise price is [PRICE PER
SHARE] for each share of Common Stock, which is 100% of the Fair Market Value
of the Common Stock as determined on the date of grant of this Option.
2. Exercise Period of Option. Subject to the terms and
conditions of the Plan and this Grant, this Option shall become exercisable as
follows:
[VESTING SCHEDULE]
3. Restrictions on Exercise. Exercise of this Option is subject
to the following limitations:
A. This Option may not be exercised unless such exercise
is in compliance with the Securities Act of 1933, as amended, and all
applicable state securities laws, as they are in effect on the date of
exercise.
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B. If, at the time of the exercise of this Option, the
Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), then the Optionee must comply with Rule 16b-3
under the Exchange Act and such additional conditions or restrictions as may be
required thereunder to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.
4. Termination of Status as a Director. If an Outside Director
ceases to serve as a Director for any reason other than death or disability, he
or she may, but only within ninety (90) days after the date he or she ceases to
be a Director of the Company, exercise his or her Option to the extent that he
or she was entitled to exercise it at the date of such termination. To the
extent that he or she was not entitled to exercise an Option at the date of
such termination, or if he or she does not exercise such Option (which he or
she was entitled to exercise) within the time specified herein, the Option
shall terminate.
5. Disability of Director. Notwithstanding Section 4 above, in
the event an Outside Director is unable to continue his or her service as a
Director with the Company as a result of total and permanent disability (as
defined in Section 22(e)(3) of the Code), he or she may, but only within six
(6) months from the date of termination of such service (but in no event later
than the date of expiration of the term of this Option as set forth in the
Notice of Stock Option Grant), exercise the Option to the extent otherwise so
entitled at the date of such termination. To the extent that he or she was not
entitled to exercise the Option at the date of termination, or if he or she
does not exercise such Option (to the extent otherwise so entitled) within the
time specified in this Agreement, the Option shall terminate.
6. Death of Director. Notwithstanding Section 5 above, in the
event of the death an Outside Director while serving as a Director of the
Company or within three (3) months of terminating such service, the Option may
be exercised, at any time within six (6) months following the date of death
(but in no event later than the date of expiration of the term of this Option
as set forth in the Notice of Stock Option Grant), by Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance
to the extent the Optionee was entitled to exercise such Option on the date of
death, provided, however, that if the Director dies while serving as a
Director, the Option will be exercisable to the extent of the right to exercise
that would have accrued had the Director continued living and serving as a
Director for six (6) months after the date of death.
7. Manner of Exercise.
A. This Option shall be exercisable by delivery to the
Company of an executed written Director Stock Option Exercise Notice and
Agreement in the form attached hereto as Exhibit A, or in such other form as
may be approved by the Company, which shall set forth Optionee's election to
exercise this Option, the number of Shares being purchased, any restrictions
imposed on the Shares and such other representations and agreements regarding
Optionee's investment intent and access to information as may be required by
the Company to comply with applicable securities laws.
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B. The Director Stock Option Exercise Notice and
Agreement shall be accompanied by full payment of the Exercise Price for the
Shares being purchased (i) in cash, (ii) by check, (iii) by delivery of other
shares of Common Stock having a fair market value on the date of surrender
equal to the aggregate exercise price of the Shares being purchased (which, if
acquired from the Company, shall have been held for at least six months) or
(iv) by any combination of the foregoing methods of payment.
C. Prior to the issuance of the Shares upon exercise of
this Option, Optionee must pay or make adequate provision for any applicable
federal or state withholding obligations of the Company.
D. Provided that such notice and payment are in form and
substance satisfactory to counsel for the Company, the Company shall issue the
Shares registered in the name of Optionee or Optionee's legal representative.
8. Compliance with Laws and Regulations. The issuance and
transfer of Shares shall be subject to compliance by the Company and the
Optionee with all applicable requirements of federal and state securities laws
and with all applicable requirements of any stock exchange on which the
Company's Common Stock may be listed at the time of such issuance or transfer.
Optionee understands that the Company is under no obligation to register or
qualify the Shares with the Securities and Exchange Commission, any state
securities commission or any stock exchange to effect such compliance.
9. Nontransferability of Option. This Option may not be
transferred in any manner other than by will or by the laws of descent and
distribution and may be exercised during the lifetime of the Optionee only by
the Optionee. The terms of this option shall be binding upon the executors,
administrators, successors and assigns of the Optionee.
10. Federal Tax Consequences. Set forth below is a brief summary
as of the date of this Option of some of the federal tax consequences of
exercise of this Option and disposition of the Shares. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT HIS OR HER OWN TAX ADVISER BEFORE EXERCISING THIS
OPTION OR DISPOSING OF THE SHARES. THIS SUMMARY DOES NOT DISCUSS STATE OR
LOCAL TAX CONSEQUENCES OF EXERCISE OF THIS OPTION AND DISPOSITION OF THE
SHARES.
A. Taxation Upon Exercise of Option. Optionee
understands that, upon exercise of this Option, he or she will recognize income
for tax purposes in an amount equal to the excess of the then fair market value
of the Shares purchased over the exercise price paid for such Shares. Since
the Optionee is likely to be subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended, the measurement and timing of such income may
be deferred, and the Optionee is advised to contact a tax adviser concerning
the desirability of filing an 83(b) election in connection with the exercise of
the Option. Upon a resale of such Shares by the Optionee, any difference
between the sale price and the exercise price of the Shares, to the
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extent not included in income as described above, will be treated as capital
gain or loss, which will be long-term if the shares have been held for more
than one year.
11. Interpretation. Any dispute regarding the interpretation of
this agreement shall be submitted by Optionee or the Company forthwith to the
Company's Board of Directors or the committee thereof that administers the
Plan, which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Board or committee shall be final and
binding on the Company and on Optionee.
12. Entire Agreement. The Plan and the Director Stock Option
Exercise Notice and Agreement attached as Exhibit A are incorporated herein by
reference. This Grant, the Plan and the Director Stock Option Exercise Notice
and Agreement constitute the entire agreement of the parties regarding the
Option and supersede all prior undertakings and agreements with respect to the
subject matter hereof.
BUSINESS RESOURCE GROUP
By:
-----------------------------------
Its:
---------------------------------
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ACCEPTANCE
Optionee hereby acknowledges receipt of a copy of the Plan, represents
that Optionee has read and understands the terms and provisions thereof, and
accepts this Option subject to all the terms and conditions of the Plan and
this Grant. Optionee acknowledges that there may be adverse tax consequences
upon exercise of this Option or disposition of the Shares and that Optionee
should consult a tax adviser prior to such exercise or disposition.
-----------------------------------------
[OPTIONEE]
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EXHIBIT A
DIRECTOR NONSTATUTORY STOCK OPTION EXERCISE NOTICE AND AGREEMENT
Business Resource Group
2150 North First Street
Suite 101
San Jose, CA 95131
Attention: Chief Financial Officer
1. Exercise of Option. The undersigned ("Optionee") hereby
elects to exercise Optionee's option to purchase ______ shares of the Common
Stock (the "Shares") of Business Resource Group (the "Company") under and
pursuant to the Company's 1995 Directors' Stock Option Plan and the Director
Nonstatutory Stock Option Agreement dated GrantDate~ (the "Grant Agreement").
2. Representations of Optionee. Optionee acknowledges that
Optionee has received, read and understood the Grant Agreement.
3. Federal Restrictions on Transfer. Optionee understands that
the Shares must be held indefinitely unless they are registered under the
Securities Act of 1933, as amended (the "1933 Act") or unless an exemption from
such registration is available and that the certificate(s) representing the
Shares may bear a legend to that effect. Optionee understands that the Company
is under no obligation to register the Shares and that an exemption may not be
available or may not permit Optionee to transfer Shares in the amounts or at
the times proposed by Optionee.
4. Tax Consequences. Optionee understands that Optionee may
suffer adverse tax consequences as a result of Optionee's purchase or
disposition of the Shares. Optionee represents that Optionee has consulted
with any tax consultant(s) Optionee deems advisable in connection with the
purchase or disposition of the Shares and that Optionee is not relying on the
Company for any tax advice.
5. Delivery of Payment. Optionee herewith delivers to the
Company the aggregate purchase price for the Shares that Optionee has elected
to purchase and has made provision for the payment of any federal or state
withholding taxes required to be paid or withheld by the Company.
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6. Entire Agreement. The Grant Agreement is incorporated herein
by reference. This Agreement and the Grant Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof. This Agreement and the Grant Agreement are governed by California law
except for that body of law pertaining to conflict of laws.
Submitted by: Accepted by:
OPTIONEE: BUSINESS RESOURCE GROUP
By:
- ----------------------------- --------------------------------
[OPTIONEE]
Its:_______________________________
Address: Address:
____________________________________ [STREET ADDRESS]
____________________________________ [CITY ADDRESS]
Dated:_____________________________ Dated:_____________________________
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