UNIFORCE TEMPORARY PERSONNEL, INC.
1335 Jericho Turnpike
New Hyde Park, New York 11040
April 3, 1995
To: Joseph A. Driscoll
c/o Uniforce Temporary Personnel, Inc.
1335 Jericho Turnpike
New Hyde Park, New York 11040
We are pleased to inform you that on December 13, 1994 you
were granted a stock option pursuant to the Directors' Stock Option Plan (the
"Plan") of Uniforce Temporary Personnel, Inc. (the "Company") to purchase 5,000
shares (the "Shares") of Common Stock, par value $.01 per share, of the Company,
at a price of $11.50 per Share.
This option may be exercised in whole or in part, at any time and from
time to time after June 23, 1995, but in no event earlier than the date, prior
to December 13, 1995, on which the Plan shall have been approved by the
affirmative vote of the holders of a majority of the voting shares of the
Company, and prior to December 13, 2004, at which date this option will, to the
extent not previously exercised, expire.
This option is issued in accordance with and is subject to and
conditioned upon all of the terms and conditions of the Plan (a copy of which in
its present form is attached hereto), as from time to time amended, provided,
however, that no future amendment or termination of the Plan shall, without your
consent, alter or impair any of your rights or obligations under this option.
Reference is made to the terms and conditions of the Plan, all of which are
incorporated by reference in this option agreement as if fully set forth herein.
Unless at the time of the exercise of this option a registration
statement under the Securities Act of 1933, as amended (the "Act"), is in effect
as to such Shares, any Shares purchased by you upon the exercise of this option
shall be acquired for investment and not for sale or distribution, and if the
Company so requests, upon any exercise of this option, in whole or in part, you
will execute and deliver to the Company a certificate to such effect. The
Company shall not be obligated to issue any Shares pursuant to this option if,
in the opinion of counsel to the Company, the Shares to be so issued are
required to be registered or otherwise qualified under the Act or under any
other applicable statute, regulation or ordinance affecting the sale of
securities, unless and until such Shares have been so registered or otherwise
qualified.
You understand and acknowledge that, under existing law, unless at the
time of the exercise of this option a registration
statement under the Act is in effect as to such Shares (i) any Shares purchased
by you upon exercise of this option may be required to be held indefinitely
unless such Shares are subsequently registered under the Act or an exemption
from such registration is available; (ii) any sales of such Shares made in
reliance upon Rule 144 promulgated under the Act may be made only in accordance
with the terms and conditions of that Rule (which, under certain circumstances,
restrict the number of shares which may be sold and the manner in which shares
may be sold); (iii) in the case of securities to which Rule 144 is not
applicable, compliance with Regulation A promulgated under the Act or some other
disclosure exemption will be required; (iv) certificates for Shares to be issued
to you hereunder shall bear a legend to the effect that the Shares have not been
registered under the Act and that the Shares may not be sold, hypothecated or
otherwise transferred in the absence of an effective registration statement
under the Act relating thereto or an opinion of counsel satisfactory to the
Company that such registration is not required; (v) the Company will place an
appropriate "stop transfer" order with its transfer agent with respect to such
Shares; and (vi) the Company has undertaken no obligation to register the Shares
or to include the Shares in any registration statement which may be filed by it
subsequent to the issuance of the shares to you. In addition, you understand and
acknowledge that the Company has no obligation to you to furnish information
necessary to enable you to make sales under Rule 144.
This option (or installment thereof) is to be exercised by delivering
to the Company a written notice of exercise in the form attached hereto as
Exhibit A, specifying the number of Shares to be purchased, together with
payment of the purchase price of the Shares to be purchased. The purchase price
is to be paid in cash or, at the discretion of the Board by delivering shares of
the Company's stock already owned by you and having a fair market value on the
date of exercise equal to the exercise price of the option, or a combination of
such shares and cash, or otherwise in accordance with the Plan.
Would you kindly evidence your acceptance of this option and your
agreement to comply with the provisions hereof and of the Plan by executing this
letter under the words "Agreed To and Accepted."
Very truly yours,
UNIFORCE TEMPORARY PERSONNEL, INC.
By:---------------------------------------
John Fanning, Chairman of the Board,
President and Chief Executive Officer
AGREED TO AND ACCEPTED:
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Joseph A. Driscoll
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EXHIBIT A
Uniforce Temporary Personnel, Inc.
1335 Jericho Turnpike
New Hyde Park, New York 11040
Gentlemen:
Notice is hereby given of my election to purchase _____ shares of
Common Stock, $.01 par value (the "Shares"), of Uniforce Temporary Personnel,
Inc. (the "Company"), at a price of $11.50 per Share, pursuant to the provisions
of the stock option granted to me on December 13, 1994, under the Company's
Directors' Stock Option Plan. Enclosed in payment for the Shares is:
----
/___/ my check in the amount of $________.
----
*/___/ _________________ ___________ Shares having
a total value $________, such value being
based on the closing price(s) of the Shares
on the date hereof.
The following information is supplied for use in issuing and
registering the Shares purchased hereby:
Number of Certificates
and Denominations -----------------
Name -----------------
Address -----------------
-----------------
Social Security Number -----------------
Dated: _______________, ____
Very truly yours,
-----------------------------------
*Subject to the approval of the
Board of Directors
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