EXHIBIT 10.4.1
SECOND AMENDMENT TO THE
1999 STOCK OPTION PLAN
OF
SFBC INTERNATIONAL, INC.
I. Section 4 is hereby deleted and replaced with the following:
4. Eligible Employees and Others.
(a) ISOs may be granted to any employee of the Company or any
Related Corporation. Those officers and directors of the Company who
are not employees may not be granted ISOs under the Plan unless they
are employees of the Company or any Related Corporation. Subject to
compliance with Rule 16b-3 and other applicable securities laws,
Non-Qualified Options may be granted to any director (whether or not an
employee), officer, employee or consultant of the Company or any
Related Corporation. The Committee may take into consideration a
recipient's individual circumstances in determining whether to grant an
ISO or a Non-Qualified Option. Granting of any Option to any individual
or entity shall neither entitle that individual or entity to, nor
disqualify him from participation in any other grant.
(b) All directors of the Company who are not employees of the
Company or Related Corporations shall automatically receive grants of
15,000 Non-Qualified Options (i) at the time this Plan is adopted by
the Board; (ii) upon election or appointment to the Board if not a
member of the Board at the time this Plan is adopted by the Board; and
(iii) after all Options previously granted have vested.
(1) The exercise price of all Options shall be fair
market value on the date of grant as defined by Section 7.
(2) The Options shall vest in six equal increments of
2,500 Options per director on June 30 and December 31 of each
year, provided that the director is still serving as a
director of the Company. To the extent that any Options which
have not been exercised do not vest, the Options shall lapse.
(c) All Options shall be exercisable for a period of 10 years
from the date of grant, except where a shorter period is required by
the Code for certain ISOs or where the board or committee selects a
shorter period at the time of any discretionary grant.
