STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into by and between DIVERSIFIED CORPORATE
RESOURCES, INC., a Texas corporation (herein called "Company"), and M. TED
DILLARD (herein called "Optionee").
WHEREAS, the Optionee is employed by the Company in an executive
capacity; and
WHEREAS, the Company considers it desirable and in its best interests
that Optionee be given an inducement to acquire an additional proprietary
interest in the Company and an added incentive to advance the interests of
the Company in the form of an option to purchase shares of common stock of
the Company (the "Common Stock").
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 50,000 shares of Common Stock
at $.50 (fifty cents) per share, in the manner and subject to the
conditions hereinafter provided. The parties hereto acknowledge that the
granting of this option was approved as of October 31, 1995 (herein
referred to as the "Authorization Date").
1. TIME OF EXERCISE OF OPTION. Subject to the terms hereof, the
option herein granted (a) shall be immediately exercisable as to 15,000
shares of Common Stock, and (b) shall become exercisable as to an
additional 3,000 shares of Common Stock (subject to the maximum number of
shares covered by this Agreement being 50,000 shares of Common Stock) if
the Optionee continues to be an officer, director or employee of the
Company or any of its subsidiaries on the last day of each of the following
months subsequent to the Authorization Date: January, April, July and
October. Example, if the Optionee continues to be an officer, director or
employee of the Company or any of its subsidiaries on January 31, 1996, the
Optionee will have earned the option to purchase 3,000 shares of Common
Stock (in addition to the 15,000 shares of Common Stock which can be
exercised immediately). No part of the option herein granted may be
exercised after the expiration of five (5) years from the Authorization
Date it is granted.
1. METHOD OF EXERCISE. The option herein granted (a) may be
exercised, in whole or in part, at any time or times subsequent to the
Authorization Date, and (b) shall be exercised by written notice directed
to the Company at its principal place of business, accompanied by check in
payment of the option price for the number of shares specified and by an
investment letter in form reasonably satisfactory to the Company. The
Company shall undertake to make prompt delivery of such 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.
1. TERMINATION OF OPTION. To the extent not theretofore exercised,
the option herein granted shall terminate forthwith:
1. Upon the expiration of six (6) calendar months from the date on
which Optionee's continuous involvement (as an officer and/or director of
the Company and/or as an employee of the Company or any of its
subsidiaries) with the Company is terminated for any reason other than as
provided in subsections (b) and (c) of this Section 4 of the Agreement.
1. Upon expiration of twelve (12) calendar months from the date on
which Optionee's continuous involvement with the Company (as an officer
and/or director of the Company and/or as an employee of the Company or any
of its subsidiaries) is terminated due to death, total disability or
retirement at age 65.
1. Upon the expiration of three (3) months from the date of
termination of employment of Optionee by the Company for cause (as herein
defined).
1. October 31, 2000 (five years from the Authorization Date).
1. TERMINATION FOR CAUSE. For purposes of this Agreement, termination
for cause (a) must be determined by the Board of Directors of the Company,
and (b) may not be with respect to any action or inaction of Optionee
unless the Board of Directors of the Company determines that the action or
inaction involved was done willfully with the intent of doing harm to the
Company or its business. Unless the Company gives notice that the Board of
Directors has made a finding that the Executive's agreement with the
Company was terminated for cause by the Company, and unless such notice is
given in writing within ten (10) days of the date the Company terminates
the Executive's involvement with the Company, a termination of Optionee by
the Company shall be deemed for some reason other than cause for purposes
of this Agreement only.
1. RECLASSIFICATION, CONSOLIDATION, OR MERGER. If and to the extent
that the number of issued 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 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
common stock of the surviving entity, and (b) the number of shares of stock
subject to option and the option price therefor shall be appropriately
adjusted in a manner consistent with the terms and conditions of the
aforesaid merger.
1. RIGHTS PRIOR TO EXERCISE OF OPTION. The option herein granted is
nontransferable by Optionee except as herein otherwise provided in Section
4 of this Agreement. Unless the Optionee is 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 during
his lifetime; 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. If the Optionee dies prior to the time that this
option may be exercised, the Optionee's legal representative shall have the
right to exercise this option for and on behalf of Optionee. With respect
to the shares of common 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.
1. 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.
1. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
counterparts with each counterpart constituting an original for all
purposes.
1. 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 this ____ day of December, 1995.
DIVERSIFIED CORPORATE RESOURCES, INC.
By:
Name:
Title:
OPTIONEE:
M. Ted Dillard