EXHIBIT 10.2 - STOCK OPTION AGREEMENT BETWEEN ALTERNATIVE RESOUCES CORPORATION
AND DAVID NOLAN DATED JULY 23, 1999
NON-QUALIFIED STOCK OPTION
THIS NON-QUALIFIED STOCK OPTION, granted this 23rd day of July, 1999,
by Alternative Resources Corporation, a Delaware Corporation (the "Company"), to
David Nolan (the "Optionee").
WITNESSETH:
WHEREAS, the Board of Directors of the Company is of the opinion that
the interests of the Company and its subsidiaries will be advanced by
encouraging and enabling those employees of the Company and its subsidiaries,
upon whose judgment, initiative and efforts the Company is largely dependent for
the successful conduct of the business of the Company and its subsidiaries, to
acquire or increase their proprietary interest in the Company, thus providing
them with a more direct stake in its welfare and assuring a closer
identification of their interests with those of the Company; and
WHEREAS, the Board believes that the acquisition of such an interest in
the Company will stimulate such employees and strengthen their desire to remain
with the Company or one of its subsidiaries;
NOW, THEREFORE, in consideration of the premises and of the services to
be performed by the Optionee, under paragraph 2 hereunder, the Company hereby
grants this non-qualified stock option to the Optionee on the terms hereinafter
expressed.
1. OPTION GRANT. The Company hereby grants to the Optionee an option to
purchase a total of two hundred thousand (200,000) shares of Common Stock of the
Company at an option exercise price of $7.500 per share, being not less than
100% of the Fair Market Value of a share of Common Stock on the date hereof.
This option is NOT intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
2. TIME OF EXERCISE. This option may be exercised (in the manner
provided in paragraph 3 hereof) in whole or in part, and from time to time after
the date hereof, subject to the following limitations:
(a) This option may not be exercised during the first six (6) months
from the date hereof. Thereafter, it may be exercised to a maximum cumulative
extent of 2.38% of the total shares covered by this option on and after January
24, 2000, and as to an additional 2.38% of the total shares covered by this
option on and after the last day of each calendar month thereafter through and
including June 23, 2003, after which date this option, to the extent not
previously exercised, may be exercised in full. For practical reasons, the
Company may allow options to be exercised only at the end of each calendar
quarter.
(b) This option may NOT be exercised after the earliest to occur of any
of the following:
(i) after the termination of the Optionee's employment with the
Company or one of its subsidiaries for "cause" (which shall have
the same meaning as set forth in any employment agreement
between the Optionee and the Company);or
(ii) more than 10 years from the date hereof.
Notwithstanding the foregoing, if (i) the Period of Employment ends because the
Company ends the automatic extension thereof under Section IV A. of Employee's
employment agreement with Alternative Resources Corporation; (ii) the Company
terminates the employment of the Executive Without Cause as defined in Section
VIII of Employee's employment agreement with the Company; (iii) the Executive's
employment hereunder terminates because of his death or disability (as defined
in Section VI of Employee's employment agreement); or (iv) there is a change in
control of the Company, such options shall become fully exercisable and shall
remain exercisable for the remainder of their term.
For purposes of this Agreement, a "change in control" of the Company shall be
deemed to occur in connection with any of the following events with respect to
the Company:
(i) The acquisition by an entity, person, group (including all
affiliates of such entity, person or group) of beneficial
ownership, as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934 (which definition shall apply
even if the Company is not then subject to such Act), of
capital stock entitled to exercise more than 30% of the
outstanding voting power of all capital stock of the Company
("Voting Stock");
(ii) The effective time of (i) a merger or consolidation of the
Company with one or more other corporations as a result of
which the holders of the outstanding Voting Stock immediately
prior to such merger of consolidation (other than the
surviving or resulting corporation or any affiliate thereof)
hold less than 50% of the Voting Stock of the surviving or
resulting corporation, or (ii) transfer of more than 50% (in
value) of the assets of the Company other than to a transferee
in which the Company owns at least 50% of the Voting Stock; or
(iii) The election to the Board of Directors of the Company the
lesser of (i) three directors of (ii) directors constituting a
majority of the number of directors of the Company then in
office, without the recommendation of the existing Board of
Directors.
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3. METHOD OF EXERCISE. This option may be exercised only by notice in
writing delivered to the Treasurer of the Company and accompanied by:
(a) The full purchase price of the shares purchased hereunder payable
by a certified or cashier's check payable to the order of the Company; and
(b) Such other documents or representations (including without
limitation representations as to the intention of the Optionee, or the purchaser
under paragraph 4 below, to acquire the shares for investment) as the Company
may reasonably request in order to comply with securities, tax or other laws
then applicable to the exercise of the option.
4. NON-TRANSFERABILITY; DEATH. This option is not transferable by the
Optionee otherwise than by will or the laws of descent and distribution and is
exercisable during the Optionee's lifetime only by him. If the Optionee dies
while employed by the Company or one of its subsidiaries, this option may be
exercised during the period described in paragraph 2(b)(iii) (but not more than
10 years from the date hereof) by his estate or the person to whom the option
passes by will or the laws of descent and distribution, but only to the extent
that the Optionee could have exercised this option on the date of his death.
5. CANCELLATION. In the event that the Optionee accepts a position
within the Company with less responsibility than the position held at the date
of this grant (as determined by the Company), and for which this grant applies
as detailed in the transmittal letter accompanying this grant, the Company shall
have the right to terminate any non-vested options under this grant, as of the
date the new position is assumed.
6. REGISTRATION. The Company shall not be required to issue or deliver
any certificate for its Common Stock purchased upon the exercise of this option
prior to the admission of such shares to listing on any stock exchange on which
shares may at that time be listed. In the event of the exercise of this option
with respect to any shares subject hereto, the Company shall make prompt
application for such listing. If at any time during the option period the
Company shall be advised by its counsel that shares deliverable upon exercise of
the option are required to be registered under the Federal Securities Act of
1933, as amended, or that delivery of the shares must be accompanied or preceded
by a prospectus meeting the requirements of the Act, the Company will use its
best efforts to effect such registration or provide such prospectus not later
than a reasonable time following each exercise of this option, but delivery of
shares by the Company may be deferred until registration is effected or a
prospectus is made available. The Optionee shall have no interest in shares
covered by this option until certificates for the shares are issued.
7. TERMS AND CONDITIONS. Although this option is not granted pursuant
to the Company's Amended and Restated Incentive Stock Option Plan, the
provisions of Section 2, 10 and 14 of such Plan shall be applicable to this
option as if granted under such Plan.
IN WITNESS WHEREOF, the Company has caused this non-qualified stock
option to be executed on the date first above written.
ACCEPTED Alternative Resources Corporation
/s/ David Nolan By: /s/ Bradley K. Lamers
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Optionee Its: VICE PRESIDENT
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