FIRST AMENDMENT
TO
AMENDED AND RESTATED STOCK OPTION AGREEMENT
This First Amendment (the "Amendment") to the Amended and Restated Stock
Option Agreement between Diversified Corporate Resources, Inc. (the "Company")
and the person listed below ("Optionee") is adopted pursuant to the terms of
Article VIII of the Diversified Corporate Resources, Inc. Amended and Restated
1996 Stock Option Plan ("Plan").
WHEREAS, the Company has granted Optionee an option (the "Option") the
terms of which are set forth in an Amended and Restated Stock Option Agreement
to purchase a certain number of shares (individually and collectively, "Shares")
of the Company's common stock; and
WHEREAS, the Board has proposed that the vesting provisions of the Option
should provide for acceleration of its vesting in the event of a change in
control of the Company and has further proposed that the same provisions should
apply to the Option; and
WHEREAS, the Board therefor has proposed to amend the Option to provide
that, upon a "Special Change in Control" (as described below) Optionee will
become fully vested in his Shares prior to the final vesting date under the
terms of the Option; and
WHEREAS, the Board has approved this First Amendment; and
WHEREAS, the Optionee desires to enter into this First Amendment.
NOW, THEREFORE, in consideration of the premises, the Option is amended as
follows:
1. Paragraph 2 is amended by adding to the end thereof a new
paragraph as follows:
"If a "Special Change in Control" occurs, and whether or not
Optionee continues as a director of the Company following
the Effective Date of such Special Change in Control, then,
notwithstanding any provision of this Agreement to the
contrary, and without limitation, this Option will become
exercisable with respect to all of the Shares subject to
this Option, at the exercise prices set forth in the
preceding paragraph at which the Option would have become
exercisable if Optionee had continued as a director of the
Company through the date set forth in the preceding
paragraph on which the Option would have been exercisable
with respect to all of the Shares subject to this Option and
will terminate as provided herein.
2. Paragraph 5 is amended by renaming it "RECLASSIFICATION,
CONSOLIDATION, MERGER AND SPECIAL CHANGE IN CONTROL", and deleting the
second sentence and adding in lieu thereof the following:
"(b) For all purposes hereof "Special Change in Control" means
(i) any person or entity, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), other than the Company, a
majority-owned subsidiary thereof, or J. Michael Moore ("Moore")
and any affiliate of Moore, becomes the beneficial owner (as defined
pursuant to Schedule 13(d) under the Exchange Act) of the
Company's securities having 25% or more of the combined voting
power of the then outstanding securities of the Company that may
be cast for the election of directors of the Company; or (ii) as
the result of, or in connection with, any cash tender or exchange
offer, merger or other business combination, sales of assets or
contested election, or any combination of the foregoing
transactions, less than a majority of the combined voting power
of the then outstanding securities of the Company or any
successor corporation or entity entitled to vote generally in the
election of the directors of the Company or such other
corporation or entity after such transaction are beneficially
owned (as defined pursuant to Section 13(d) of the Exchange Act)
in the aggregate by the holders of the Company's securities
entitled to vote generally in the election of directors of the
Company immediately prior to such transaction; or (iii) during
any period of two consecutive years, individuals who at the
beginning of any such period constitute the Board of Directors
of the Company cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for
election by the Company's shareholders, of each director of the
Company first elected during such period was approved by a vote
of at least two-thirds of the directors of the Company then still
in office who were directors of the Company at the beginning of
any such period. The "Effective Date" of such Special Change in
Control shall be the earlier of the date on which an event
described in (i), (ii), or (iii) occurs, or if earlier, the date
of the occurrence of (iv) the approval by shareholders of an
agreement by the Company, the consummation of which would result
in an event described in (i), (ii), or (iii), or (v) the
acquisition of beneficial ownership (as defined pursuant to
Section 13(d) of the Exchange Act), directly or indirectly, by
any entity, person or group (other than the Company, a majority-owned
subsidiary of the Company, or Moore and any affiliate of Moore) of
securities of the Company representing 5% or more of the combined
voting power of the Company's outstanding securities, provided,
however, that the events described in (iv) and (v) will be considered
the Effective Date of a Special Change in Control if they are followed
within six (6) months by an event described in (i), (ii) or (iii)."
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3. Paragraph 7 is renamed PLAN PROVISIONS AND BINDING EFFECT and is
amended and restated to read as follows:
The Agreement is in all respects subject to the terms,
definitions and provisions of the Plan, all of which
are incorporated herein by reference. This Agreement
shall be binding upon and inure to the benefit of the
Company, the Optionee, and their respective heirs,
representatives, successors, and assigns.
4. A new paragraph 10 will be added as follows:
BOARD AUTHORITY. Any questions concerning the
interpretation of this Agreement shall be determined by
the Board in its reasonable discretion.
5. The effective date of the First Amendment shall be March 20, 1998.
6. Except as amended by the First Amendment, the terms of the Option
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed as of March 20, 1998.
DIVERSIFIED CORPORATE RESOURCES, INC.
By: /s/ M. Ted Dillard
-----------------------------------
M. Ted Dillard, President
OPTIONEE
/s/ Samuel E. Hunter
--------------------------------------
Samuel E. Hunter
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