Uniforce Services, Inc.
1335 Jericho Turnpike
New Hyde Park, New York 11040
February 21, 1996
To: Mr. Harry V. Maccarrone
Uniforce Services, Inc.
1335 Jericho Turnpike
New Hyde Park, New York 11040
1. We are pleased to inform you that on February 20, 1996, the
Stock Option Committee of the Board of Directors (the "Board") of Uniforce
Services, Inc. (the "Company") granted you, subject to approval thereof by the
shareholders of the Company ("Shareholder Approval"), an incentive stock option
(the "Option") to purchase 23,134 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), at a price of $11.25 per share. The
shares of Common Stock to be issued upon exercise of the Option are referred to
hereinafter as the "Shares."
2. The Option may not be exercised until six months after
Shareholder Approval. Thereafter, but prior to February 19, 2006 (on which date
the Option will, to the extent not previously exercised, expire), the Option may
be exercised in whole or in part, at any time and from time to time, as follows:
(a) as to 5,784 shares of Common Stock on or after the date that is six months
after Shareholder Approval is obtained; (b) as to 5,784 shares of Common Stock,
on or after January 1, 1997; (c) as to 5,783 shares of Common Stock, on or after
January 1, 1998; and (d) as to the remaining 5,783 shares of Common Stock, on or
after January 1, 1999.
3. Upon the occurrence of your death or a Change of Control
(as hereinafter defined) of the Company, the Option (to the extent not
previously exercised) shall be immediately exercisable. For the purposes of this
Agreement, a "Change of Control" means (i) the direct or indirect sale, exchange
or other transfer of all or substantially all of the assets of the Company to
any person or entity or group of persons or entities acting in concert as a
partnership or other group (a "Group of Persons"), (ii) the merger,
consolidation or other business combination of the Company with or into another
company, with the effect that, immediately following such merger, consolidation
or other business combination, the shareholders of the Company prior to such
merger, consolidation or other business combination hold less than 50% of the
combined voting power of the then outstanding securities of the surviving
company of such merger, consolidation or other business combination ordinarily
(and apart from rights accruing under special circumstances) having the right to
vote in the election of directors, (iii) the replacement of a majority of
the Company's Board of Directors (the "Board") in any given year as compared to
the directors who constituted the Board at the beginning of such year, and such
replacement shall not have been approved by the Board as constituted at the
beginning of such year, (iv) a person or entity or Group of Persons excluding
John Fanning, as a result of a tender or exchange offer or open market or
privately negotiated purchases, which offer or purchases shall not have been
approved by the Board as constituted prior to the commencement by such person or
entity or Group of Persons of such offer or purchase or within 10 days after
such commencement, shall have become the beneficial owner (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities
of the Company representing more than 50% of the combined voting power of the
then outstanding securities of the Company ordinarily (and apart from rights
accruing under special circumstances) having the right to vote in the election
of directors.
4. You must purchase a minimum of 50 Shares each time you
choose to purchase Shares, except to purchase the remaining Shares available to
you.
5. The Option is not transferable otherwise than by will or by
the applicable laws of descent and distribution and may be exercised, during
your lifetime, only by you; provided, however, that the Option may be
transferred pursuant to a qualified domestic relations order (as defined in the
Internal Revenue Code of 1986 or Title I of the Employee Retirement Income
Security Act, or the rules promulgated thereunder).
6. In the event of your death, the Option may be exercised by
your personal representative or representatives, or by the person or persons to
whom your rights under the Option shall pass by will or by the applicable laws
of descent and distribution, at any time prior to the earlier of the first
anniversary of the date of your death or the expiration of the Option.
7. If you shall voluntarily retire or quit your employment
without the written consent of the Company or a subsidiary of the Company (a
"Subsidiary"), or if the Company or a Subsidiary shall terminate your employment
for cause, the Option shall forthwith terminate. If you shall voluntarily retire
or quit your employment with the written consent of the Company or a Subsidiary
or if your employment shall have been terminated by the Company or a Subsidiary
for reasons other than cause, you may (unless the Option shall have previously
expired pursuant to the provisions hereof) exercise the Option at any time prior
to the earlier of three months after termination of employment or the expiration
of the Option, to the extent of the number of Shares subject to the Option which
were purchasable by you on the date of termination of your employment. The
Option shall not be affected by any change of employment so long as you continue
to be an employee of the Company or a Subsidiary.
8. In the event of any change in the outstanding Common Stock
by reason of stock dividend, recapitalization, merger, consolidation, split-up,
subdivision, combination or exchange of shares, or the like, the aggregate
number and kind of shares subject to the Option and the exercise price thereof
shall be proportionately adjusted by the Board, whose determination shall be
conclusive.
9. The Company may establish, from time to time, appropriate
procedures to provide for payment or withholding of such income or other taxes
as may be required by law to be paid or withheld in connection with the exercise
of the Option. The Company may also establish, from time to time, appropriate
procedures to ensure that the Company receives prompt advice concerning the
occurrence of any event that may create, or affect the timing or amount of, any
obligation to pay or withhold any such taxes or which may make available to the
Company any tax deduction resulting from the occurrence of such event, and you
will comply with all such procedures so established.
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10. Unless at the time of the exercise of the 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
the Option shall be acquired for investment and not for sale or distribution,
and if the Company so requests, upon any exercise of the 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 the Option,
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.
11. You understand and acknowledge that, under existing law,
unless at the time of the exercise of the Option, a registration statement under
the Act is in effect as to Shares so issuable (i) any Shares purchased by you
upon exercise of the 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.
12. The Option (or any 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 Stock Option Committee,
by delivering shares of Common 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 by any other proper method approved
by the Stock Option Committee.
13. The Option shall become effective if and only if it has
received Shareholder Approval. Absent such approval, the Option and this
Agreement shall be null and void as if the Option had never been granted and
this Agreement had never been executed.
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Would you kindly evidence your acceptance of the Option and
your agreement to comply with the provisions hereof by executing this letter
under the words "Agreed To and Accepted."
Very truly yours,
UNIFORCE SERVICES, INC.
By: /s/ John Fanning
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John Fanning, Chairman of the Board, President
and Chief Executive Officer
AGREED TO AND ACCEPTED:
/s/ Harry V. Maccarrone
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Harry V. Maccarrone
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Exhibit A
Uniforce Services, 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 Services, Inc., at a
price of $11.25 per Share, pursuant to the provisions of the incentive stock
option granted to me on February 20, 1996. 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
Stock Option Committee