MODIS PROFESSIONAL SERVICES, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement"), entered into as of this date
of September 25, 2001, by and between Modis Professional Services, Inc., a
Florida corporation (the "Company"), and Timothy D. Payne (the "Optionee").
WHEREAS, the Company desires to afford the Optionee the opportunity to
acquire shares of the Company's common stock so the Optionee has a proprietary
interest in the Company, and the Optionee desires the opportunity to acquire
shares of the Company; and
WHEREAS, by action of the Compensation Committee of the Board of Directors,
the Company granted to the Optionee an option to purchase 500,000 shares
("Option"); and
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such Option;
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
1. Grant of Option and Purchase Price. Effective September 25, 2001, the Company
hereby grants to the Optionee, subject to the terms, restrictions, limitations
and conditions stated herein, an option to purchase 500,000 shares of the
Company's common stock, par value $.01 per share (the "Stock"), at a price of
$3.850 per share ("Option Price").
2. Vesting. The Option granted hereunder shall be vested ratably in one-year
increments over three years. (i.e., one-third becomes vested and exercisable on
each anniversary of this agreement.) These options shall also fully vest upon
Change of Control or termination by Company without Cause or by Optionee for
Good Reason as those terms are defined in the Employment Agreement between
Company and Optionee.
3. Exercise Terms. The Optionee must exercise the Option for at least the lesser
of 100 shares or the number of shares of purchasable stock as to which the
Option remains unexercised. In the event this Option is not exercised with
respect to all or any part of the shares subject to this Option prior to its
expiration, the shares with respect to which this Option was not exercised shall
no longer be subject to this Option.
4. Transferability. The Options granted hereunder may only be transferred by the
Optionee during his lifetime to any member of his immediate family or a trust
established for the exclusive benefit of one or more members of his immediate
family (hereinafter referred to as "Transferees"). For purposes of this Section
4, the term "immediate family" is defined as the Optionee's spouse, former
spouse, children, stepchildren, grandchildren (including relationships arising
from legal adoption), and parents. The Options may also be transferred by will
or the laws of descent and distribution or pursuant to a Qualified Domestic
Relations Order.
5. Notice of Exercise of Option. This Option may be exercised by the Optionee,
Transferee, or by the Optionee's administrators, executors, or personal
representatives, by a written notice (in substantially the form of the Notice of
Exercise attached hereto as Schedule A) signed by the Optionee, Transferee, or
by such administrators, executors or personal representatives, and delivered or
mailed to the Corporate Secretary or such other individual as the Company may
designate. Any such notice shall (a) specify the number of shares of Stock which
the Optionee, Transferee, or Optionee's administrators, executors or personal
representatives, as the case may be, then elects to purchase hereunder, (b)
contain such information as may be reasonably required pursuant to Section 11,
and (c) be accompanied by (i) a certified cashier's check payable to the Company
in payment of the total Exercise Price applicable to such shares as provided
herein, (ii) shares of Stock owned by the Optionee and duly endorsed or
accompanied by stock transfer powers having a Fair Market Value equal to the
total Exercise Price applicable to such shares purchased hereunder, or (iii) a
certified or cashier's check accompanied by the number of shares of stock whose
Fair Market Value when added to the amount of the check equals the total
Exercise Price applicable to such shares purchased hereunder. Upon receipt of
any such notice and accompanying payment, and subject to the terms hereof, the
Company agrees to issue to the Optionee, Transferee, or the Optionee's
administrators, executors or personal representatives, stock certificates for
the number of shares specified in such notice registered in the name of the
person exercising the Option. The Company may establish rules regarding the
types of shares the Optionee may transfer in payment of the Option Price in
order to avoid adverse accounting treatment.
6. Adjustment in Shares Subject to the Option. The Company, in its sole and
absolute discretion, may make appropriate adjustments in the number of shares
subject to this Option or the Option Price in order to give effect to changes
made in the number of outstanding shares as the result of a merger,
consolidation, recapitalization, reclassification, combination, stock dividend,
stock split or other relevant change. The Company shall not be obligated to make
any such adjustments, and its determination shall be final and binding on all
parties hereto.
7. Termination of Employment.
(a) In the event of the termination of the Optionee's employment with the
Company or any of its Subsidiaries, other than a termination that is either
(i) by Company for Cause or by Optionee without Good Reason, (ii) voluntary
on the part of the Optionee and without Good Reason or the written consent
of the Company, or (iii) for reasons of death or disability or retirement,
the Options granted hereunder will be vested and be exercisable in
accordance with the provisions of the Employment Agreement between Optionee
and Company. "Cause" and "Good Reason" shall be defined as those terms are
defined in Optionee's Employment Agreement. Such determination shall be
made by the Board of Directors or a Committee established by such Board
based on information presented by the Company and the Optionee and shall be
final and binding on all parties hereto.
(b) In the event of a termination of the Optionee's employment that is
either (i) for Cause, or (ii) voluntary on the part of the Optionee and
without the written consent of the Company, this Option, to the extent not
previously exercised, shall terminate immediately and shall not thereafter
be or become exercisable.
(c) In the event of the retirement of the Optionee at the normal retirement
date as prescribed from time to time by the Company or any subsidiary, the
Optionee shall continue to have the right to exercise any options for
shares which were purchasable on the date of the Optionee's retirement
(provided that, on the date which is three months after the date of
retirement, the Options will become void and unexercisable unless on the
date of retirement the Optionee enters into a noncompetition agreement with
the Company and continues to comply with such noncompetition agreement).
This Option does not confer upon the Optionee any right with respect to
continuance of employment by the Company or any of its Subsidiaries. This
option shall not be affected by any change of employment so long as the
Optionee remains employed with the Company or one of its Subsidiaries.
8. Disabled Optionee. In the event of a termination of employment because of the
Optionee's disability, the Optionee (or his personal representative) may
exercise this Option in accordance with the terms of Optionee's Employment
Agreement.
9. Death of Optionee. In the event of the Optionee's death while employed by the
Company or any of its Subsidiaries or within three months after a termination of
employment (unless such termination was (i) for Cause, or (ii) voluntary on the
part of the Optionee and without Good Reason or the written consent of the
Company), the appropriate persons described in Section 5 hereof or the persons
to whom all or a portion of this Option is transferred in accordance with
Section 4 hereof may exercise this Option at any time within a period ending on
the earlier of (a) the last day of the six month period following the Optionee's
death or (b) the expiration date of this Option.
10. Rights as Shareholder or Employee. This Option shall not entitle the
Optionee or Transferee to any rights as a shareholder of the Company with
respect to any shares subject to this Option until such Option has been
exercised and any such shares issued.
11. Withholding. The Company reserves the right to make any necessary or
appropriate arrangements to comply with all applicable withholding requirements.
The Company shall have no obligation to deliver a certificate evidencing the
shares purchased upon exercise of the Option unless and until withholding
arrangements satisfactory to the Company are made. Failure to comply with the
required withholding arrangements shall result in forfeiture of any benefits
hereunder.
12. Compliance with Regulatory Matters. The Optionee acknowledges that the
issuance of capital stock of the Company is subject to limitations imposed by
federal and state law and the Optionee hereby agrees that the Company shall not
be obligated to issue any shares of Stock upon exercise of this Option that
would cause the Company to violate any law or rule, regulation, order or consent
decree of any regulatory authority (including without limitation the Securities
and Exchange Commission) having jurisdiction over the affairs of the Company.
The Optionee agrees that he will provide the Company with such information as is
reasonably requested by the Company or its counsel to determine whether the
issuance of the Stock complies with the provisions described by this Section 12.
13. Entire Agreement. This Agreement constitutes the entire Agreement between
the Optionee and the Company with respect to the Options granted hereunder.
14. Miscellaneous.
(a) This Agreement shall be binding upon the parties hereto and their
representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be governed by,
the laws of the State of Florida.
(c) Any requests or notices to be given hereunder shall be deemed given,
and any elections or exercises to be made or accomplished shall be deemed
made or accomplished, upon actual delivery thereof to the designated
recipient, or three days after deposit thereof in the United States mail,
registered, return receipt requested and postage prepaid, addressed to the
Optionee, at the address set forth below and, as to the Company, to the
executive offices of the Company at One Independent Drive, Jacksonville, FL
32202.
(d) This Agreement may not be modified except in writing executed by each
of the parties hereto.
IN WITNESS WHEREOF, the Board of Directors of the Company has caused this
Stock Option Agreement to be executed on behalf of the Company and the Company
seal to be affixed hereto and attested to, and the Optionee has executed this
Stock Option Agreement under seal, to be made effective September 25, 2001.
Modis Professional Services, Inc. Optionee
By: /s/ T. Wayne Davis By: /s/ Timothy D. Payne
Name: T. Wayne Davis Name: Timothy D. Payne
Title: Chairman, Address: 1163 Salt Marsh Circle
Compensation Committee Ponte Vedra Beach, FL 32082
Date: 03-13-02 Date: 03-11-02
SCHEDULE A
NOTICE OF EXERCISE
The undersigned hereby notifies Modis Professional Services, Inc. (the
"Company") of this election to exercise the undersigned's stock option to
purchase ________ shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), pursuant to the Stock Option Agreement (the "Agreement")
between the undersigned and the Company dated September 25, 2001. Accompanying
this Notice is (1) a certified or cashier's check in the amount payable to the
Company, and/or (2) ______ shares of the Company's Common Stock presently owned
by the undersigned and duly endorsed or accompanied by stock transfer powers,
having an aggregate Fair Market Value as of the date hereof of $__________, such
amounts being equal, in the aggregate, to the purchase price per share set forth
in the Agreement multiplied by the number of shares being purchased hereby.
IN WITNESS WHEREOF, the undersigned has set his hand and seal, this date of
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OPTIONEE (OR TRANSFEREE,
OPTIONEE'S ADMINISTRATOR,
EXECUTOR OR PERSONAL
REPRESENTATIVE)
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Name:
Position (if other than Optionee):