<PAGE>
As filed with the Securities and Exchange Commission on December 1, 1997.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
ACCUSTAFF INCORPORATED
(Exact name of registrant as specified in its charter)
FLORIDA 59-3116655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE INDEPENDENT DRIVE
JACKSONVILLE, FLORIDA 32202
(904) 725-5574
(Address, including zip code, and telephone number of principal executive
offices)
ACCUSTAFF INCORPORATED
OFFICE SPECIALISTS, INC.
1996 EQUITY INCENTIVE PLAN
(Full title of the plan)
<TABLE>
<S> <C>
DEREK E. DEWAN COPIES TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE SCOTT D. DICKINSON
OFFICER ALSTON & BIRD LLP
ACCUSTAFF INCORPORATED ONE ATLANTIC CENTER
ONE INDEPENDENT DRIVE 1201 WEST PEACHTREE STREET, NW
JACKSONVILLE, FLORIDA 32202 ATLANTA, GEORGIA 30309-3424
(904) 725-5574 (404) 881-7000
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
</TABLE>
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Securities Proposed Maximum Proposed Maximum Amount of
to be Registered Amount to be Offering Price Aggregate Offering Registration Fee
Registered(1) Per Share (2) Price (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share (3) 437,861 $10.12 $4,431,079 $1,308
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also includes any additional shares that may
hereafter become issuable as a result of the antidilution adjustment
provisions of the Registrant's Office Specialists, Inc. 1996 Equity
Incentive Plan (the "Plan").
(2) Determined in accordance with Rule 457(h) under the Securities Act of 1933,
the registration fee calculation is based on the average of the price at
which the options may be exercised.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the Plan.
<PAGE>
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I of this Registration Statement will be
sent or given to participants in the Registrant's Office Specialists, Inc. 1996
Equity Incentive Plan (the "Plan") as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended by Form 10-K/A, filed April 11, 1997;
(2) The information required by Form 11-K for the Plan, which will be filed
with the Securities Exchange Commission for the fiscal year ended December 31,
1997;
(3) All reports filed by the Registrant or the Plan pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of the fiscal year covered by the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, as amended by Form
10-K/A, filed April 11, 1997;
(4) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating such
description; and
(5) All other documents subsequently filed by the Registrant or the Plan
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or that deregisters all
securities that remain unsold.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of the Bylaws of the Registrant require the Registrant, to the
fullest extent permitted or required by the Florida Business Corporations Act
("Florida BCA"), to (i) indemnify its directors against any and all liabilities
and (ii) advance any and all reasonable expenses, incurred in any proceeding to
which any such director is a party or in which such director is deposed or
called to testify as a witness because he or she is or was a director of the
Registrant. Generally, the Florida BCA permits indemnification of a director
upon a determination that he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The Florida BCA
also provides that a person may not be indemnified nor may expenses be advanced
if a judgment or final adjudication establishes that such person's actions, or
omissions to act, were material to the cause of action so adjudicated and
constitute: (a) a violation of criminal law, unless such person had reasonable
cause to believe such person's conduct was lawful or had no reasonable cause to
believe such person's conduct was unlawful; (b) a transaction from which the
director, officer, employee or agent derived improper personal benefit; (c) an
unlawful distribution under Florida law; or (d) willful misconduct or conscious
disregard for the best interests of the corporation in a proceeding by or in the
right of the corporation to procure a judgment in its favor or in a proceeding
by or in the right of a stockholder. The right to indemnification granted in
the Registrant's Bylaws is not exclusive of any other rights to indemnification
against liabilities or the advancement of expenses which a director may be
entitled under any written agreement, board resolution, vote of stockholders,
the Florida BCA or otherwise.
The Registrant's Bylaws also provide that the Registrant may purchase
insurance on behalf of one or more of its directors, irrespective of whether the
Registrant would be obligated to indemnify or advance expenses to such director.
The Registrant has purchased insurance to protect directors, officers, employees
or other agents and the Registrant from any liability asserted against them for
acts taken or omissions occurring in their capacities as such.
According to the Florida BCA, a director is not personally liable for
monetary damages to the Registrant or any other person for any statement, vote,
decision or failure to act, regarding corporate management or policy, unless the
director breached or failed to perform his duties as a director and the
director's breach of, or failure to perform those duties constitutes: (i) a
violation of criminal law, unless the director had reasonable cause to believe
his conduct was lawful or had no reason to believe his conduct was unlawful;
(ii) a transaction from which the director derived improper personal benefit;
(iii) a violation of Section 607.0834 of the Florida BCA, which concerns
unlawful payment of dividends; (iv) in a proceeding by or in the right of the
corporation or a proceeding by or in the right of someone other than the
corporation or a stockholder, recklessness or an act or omission which was
committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety or property.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Registrant,
as amended, incorporated by reference to Exhibit
3.1 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995
4.2 Bylaws of the Registrant, as amended,
incorporated herein by reference to Exhibit 3.2
to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996
4.3 Office Specialists, Inc. 1996 Equity Incentive Plan
5.1 Opinion of Alston & Bird LLP regarding the legality of the
securities to be issued
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on signature page of
this Registration Statement)
</TABLE>
In lieu of the opinion of counsel or determination letter contemplated by
Item 601(b)(5) of Regulation S-K, the undersigned Registrant hereby undertakes
that it has submitted or will submit the Plan and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner, and has made or will make
all changes required by the IRS in order to qualify such Plan under Section 401
of the Internal Revenue Code of 1986, as amended.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
II-3
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the Registrant's certificate of incorporation,
bylaws, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(Signatures on following page)
II-4
<PAGE>
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jacksonville, State of
Florida, on December 1, 1997.
ACCUSTAFF INCORPORATED
(Registrant)
By: /s/ Derek E. Dewan
--------------------------
Derek E. Dewan
Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENT that each person whose signature appears
below constitutes and appoints Derek E. Dewan and Michael D. Abney and each of
them (with full power in each to act alone), as his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on December 1, 1997.
Signature Title
- ------------ -----
/s/ Derek E. Dewan Chairman, President, Chief Executive Officer
- ------------------------- and Director (principal executive officer)
Derek E. Dewan
/s/ Michael D. Abney
- ------------------------- Senior Vice President, Chief Financial Officer,
Michael D. Abney Secretary, Treasurer and Director (principal
financial officer)
/s/ Robert P. Crouch Vice President and Controller (principal
- ------------------------- accounting officer)
Robert P. Crouch
(Signatures continue on following page)
II-5
<PAGE>
/s/ John K. Anderson
- ------------------------- Director
John K. Anderson, Jr.
Director
- -------------------------
T. Wayne Davis
- ------------------------- Director
Daniel M. Doyle
/s/ Peter J. Tannous
- ------------------------- Director
Peter J. Tannous
The Plan. Pursuant to the requirements of the Securities Act, the AccuStaff
Incorporated Office Specialists, Inc. 1996 Equity Incentive Plan has duly caused
this Registration Statement to be signed on its behalf by the undersigned plan
administrator, thereunto duly authorized, in the City of Jacksonville, State of
Florida, on December 1, 1997.
ACCUSTAFF INCORPORATED
OFFICE SPECIALISTS, INC.
1996 EQUITY INCENTIVE PLAN
ACCUSTAFF INCORPORATED
(Plan Administrator)
By: /s/ Robert P. Crouch
---------------------------
Name: Robert P. Crouch
Title: VP & Controller
II-6
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- ------------
<S> <C>
4.1 Certificate of Incorporation, as amended, of the Registrant
incorporated by reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995
4.2 Bylaws, as amended, of the Registrant incorporated herein by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1996
4.3 Office Specialists, Inc. 1996 Equity Incentive Plan
5.1 Opinion of Alston & Bird LLP regarding the legality of the
securities to be issued
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on signature page of this Registration
Statement)
</TABLE>
<PAGE>
EXHIBIT 4.3
OFFICE SPECIALISTS, INC.
1996 EQUITY INCENTIVE PLAN
1. PURPOSE
The purpose of this Equity Incentive Plan (the "Plan") is to advance the
interests of Office Specialists, Inc. (the "Company") by enhancing its ability
to attract and retain employees and other persons or entities who are in a
position to make significant contributions to the success of the Company and its
subsidiaries through ownership of shares of the Company's common stock
("Stock").
The Plan is intended to accomplish these goals by enabling the Company to
grant Awards in the form of Options, Stock Appreciation Rights, Restricted Stock
or Unrestricted Stock Awards, Deferred Stock Awards, Performance Awards, Loans
or Supplemental Grants, or combinations thereof, all as more fully described
below.
2. ADMINISTRATION
The Plan will be administered by the Board of Directors of the Company (the
"Board"). The Board will have authority, not inconsistent with the express
provisions of the Plan and in addition to other authority granted under the
Plan, to (a) grant Awards at such time or times as it may choose; (b) determine
the size of each Award, including the number of shares of Stock subject to the
Award; (c) determine the type or types of each Award; (d) determine the terms
and conditions of each Award; (e) waive compliance by a Participant (as defined
below) with any obligations to be performed by the Participant under an Award
and waive any term or condition of an Award; (f) amend or cancel an existing
Award in whole or in part (and if an Award is canceled, grant another Award in
its place on such terms as the Board shall specify), or settle any award by
paying the cash value of the Stock otherwise issuable, except that the Board may
not, without the consent of the holder of an Award, take any action under this
clause with respect to such Award if such action would adversely affect the
fights of such holder; (g) prescribe the form or forms of instruments that are
required or deemed appropriate under the Plan, including any written notices and
elections required of Participants, and change such forms from time to time; (h)
adopt, amend and rescind rules and regulations for the administration of the
Plan; and (i) interpret the Plan and decide any questions and settle all
controversies and disputes that may arise in connection with the Plan. Such
determinations and actions of the Board, and all other determinations and
actions of the Board made or taken under authority granted by any provision of
the Plan, will be conclusive and will bind all parties. Nothing in this
paragraph shall be construed as limiting the power of the Board to make
adjustments under Section 7.3 or Section 8.6.
<PAGE>
The Board may, in its discretion, delegate some or all of its powers with
respect to the Plan to a committee (the "Committee"), in which event all
references (as appropriate) to the Board hereunder shall be deemed to refer to
the Committee. The Committee, if one is appointed, shall consist solely of two
or more outside directors within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). A majority of the members of the
Committee shall constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members. Any determination of the Committee
under the Plan may be made without notice or meeting of the Committee by a
writing signed by a majority of the Committee members.
3. EFFECTIVE DATE AND TERM OF PLAN
The Plan will become effective on the date on which it is approved by the
stockholders of the Company. Grants of Awards under the plan may be made prior
to that date (but after Board adoption of the Plan), subject to such approval of
the Plan.
No Award of an incentive stock option may be granted under the Plan after
ten years from the date of Board approval but Awards previously granted may
extend beyond that date.
4. SHARES SUBJECT TO THE PLAN
Subject to the adjustment as provided in Section 8.6 below, the aggregate
number of shares of Stock reserved and available for awards made under the Plan
shall be equal to 20% of the total number of shares of Stock outstanding as of
the effective date of the Plan. If any Award requiring exercise by the
Participant for delivery of Stock terminates without having been exercised in
full, or if any Award payable in Stock or cash is satisfied in cash rather than
Stock, the number of shares of Stock as to which such Award was not exercised or
for which cash was substituted will be available for future grants. Subject to
Section 8.6(a), the maximum number of shares of Stock as to which Options or
Stock Appreciation Rights may be granted under the Plan to any Participant is
20,000. For purposes of this paragraph, except as otherwise provided in
regulations or other guidelines issued under Section 162(m) of the Code, any
repricing of an Option or Stock Appreciation Right shall be treated as an
original grant.
Stock delivered under the Plan may be either authorized but unissued Stock
or previously issued Stock acquired by the Company and held in treasury. No
fractional shares of Stock will be delivered under the Plan.
-2-
<PAGE>
5. ELIGIBILITY AND PARTICIPATION
Those eligible to receive Awards under the Plan ("Participants") will be
persons in the employ of the Company or any of its subsidiaries ("Employees")
and other persons or entities (including without limitation non-Employee
directors of the Company or a subsidiary of the Company) who, in the opinion of
the Board, are in a position to make a significant contribution with the success
of the Company or its subsidiaries. A "subsidiary" for purposes of the Plan will
be a corporation in which the Company owns, directly or indirectly, stock
possessing 50% or more of the total combined voting power of all classes of
stock.
6. TYPES OF AWARDS
6.1. OPTIONS
(a) Nature of Options. An Option is an Award entitling the recipient on
-------------------
exercise thereof to purchase Stock at a specified exercise price.
Both "incentive stock options," as defined in Section 422 of the Code (any
Option intended to qualify as an incentive stock option being hereinafter
referred to as an "ISO"), and Options that are not incentive stock options, may
be granted under the Plan. ISOs shall be awarded only to Employees.
(b) Exercise Price. The exercise price of an Option will be determined by
--------------
the Board subject to the following:
(1) The exercise price of an ISO shall not be less than 100% (110% in
the case of an ISO granted to a ten-percent shareholder) of the fair market
value of the Stock subject to the Option, determined as of the time the Option
is granted. A "ten-percent shareholder" is any person who at the time of grant
owns, directly or indirectly, or is deemed to own by reason of the attribution
rules of Section 424(d) of the Code, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of its parent or
subsidiary corporation.
(2) In no case may the exercise price paid for Stock which is part of
an original issue of authorized Stock be less than the par value per share of
the Stock.
(3) The Board may reduce the exercise price of an Option at any time
after the time of grant, but in the case of an Option originally awarded as an
ISO, only with the consent of the Participant.
(c) Duration of Options. The latest date on which an Option may be
-------------------
exercised will be the tenth anniversary (fifth anniversary, in the case of an
ISO granted to a ten-percent shareholder)
-3-
<PAGE>
of the day immediately preceding the date the Option was granted, or such
earlier date as may have been specified by the Board at the time the Option was
granted.
(d) Exercise of Options. An Option will become exercisable at such time or
-------------------
times, and on such conditions, as the Board may specify. The Board may at any
time and from time to time accelerate the time at which all or any part of the
Option may be exercised.
Any exercise of an Option must be in writing, signed by the proper person
and delivered or mailed to the Company, accompanied by (1) any documents
required by the Board and (2) payment in full in accordance with paragraph (e)
below for the number of shares for which the Option is exercised.
(e) Payment for Stock. Stock purchased on exercise of an Option must be
-----------------
paid for as follows: (1) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company, or (2) through the delivery of shares
of Stock (which in the case of Shares acquired from the Company, have been
outstanding for at least six months) having a fair market value on the last
business day preceding the date of exercise equal to the purchase price, or (3)
by delivery of an unconditional and irrevocable undertaking by a broker to
deliver promptly to the Company sufficient funds to pay the exercise price, or
(4) if so permitted by the instrument evidencing the Option (or in the case of
an Option which is not an ISO, by the Board on or after grant of the Option), by
delivery of a promissory note of the Option holder to the Company, payable on
such terms as are specified by the Board, or (5) by any combination of the
permissible forms of payment; provided, that if the Stock delivered upon
--------
exercise of the Option is an original issue of authorized Stock, at least so
much of the exercise price as represents the par value of such Stock must be
paid other than by the Option holder's promissory note or personal check. In the
event that payment of the Option price is made under (2) above, the Board may
provide that the Option holder be granted an additional Option covering the
numbers of shares surrendered, at an exercise price equal to the fair market
value of a share of Stock on the date of surrender.
(f) Discretionary Payments. If the market price of shares of Stock subject
----------------------
to an Option (other than an Option which is in tandem with a Stock Appreciation
Right as described in Section 6.2 below) exceeds the exercise price of the
Option at the time of its exercise, the Board may cancel the Option and cause
the Company to pay in cash or in shares of Common Stock (at a price per share
equal to the fair market value per share) to the person exercising the Option an
amount equal to the difference between the fair market value of the Stock which
would have been purchased pursuant to the exercise (determined on the date the
Option is cancelled) and the aggregate exercise price which would have been
paid. The Board may exercise its discretion to take such action only if it has
received a written request from the person exercising the Option, but such a
request will not be binding on the Board.
-4-
<PAGE>
6.2. STOCK APPRECIATION RIGHTS.
(a) Nature of Stock Appreciation Rights. A Stock Appreciation Right is an
-----------------------------------
Award entitling the recipient on exercise of the Right to receive an amount, in
cash or Stock or a combination thereof (such form to be determined by the
Board), determined in whole or in part by reference to appreciation in Stock
value.
Except as provided below, a Stock Appreciation Right entitles the
Participant to receive, with respect to each share of Stock as to which the
Right is exercised, the excess of the share's fair market value on the date of
exercise over its fair market value on the date the Right was granted. The Board
may provide at the time of grant that the amount the recipient is entitled to
receive will be adjusted upward or downward under rules established by the Board
to take into account the performance of the Stock in comparison with the
performance of other stocks or an index or indices of other stocks. The Board
may also grant Stock Appreciation Rights providing that following a Change in
Control of the Company, as defined in Exhibit A, the holder of such Right will
be entitled to receive, with respect to each share of Stock subject to the
Right, an amount equal to the excess of a specified value (which may include an
average of values) for a share of Stock during a period preceding such Change in
Control over the fair market value of a share of Stock on the date the Right was
granted.
(b) Grant of Stock Appreciation Rights. Stock Appreciation Rights may be
----------------------------------
granted in tandem with, or independently of, Options granted under the Plan. A
Stock Appreciation Right granted in tandem with an Option which is not an ISO
may be granted either at or after the time the Option is granted. A Stock
Appreciation Right granted in tandem with an ISO may be granted only at the time
the Option is granted.
(c) Rules Applicable to Tandem Awards. When Stock Appreciation Rights are
---------------------------------
granted in tandem with Options, the following will apply:
(1) The Stock Appreciation Right will be exercisable only at such
time or times, and to the extent, that the related Option is exercisable and
will be exercisable in accordance with the procedure required for exercise of
the related Option.
(2) The Stock Appreciation Right will terminate and no longer be
exercisable upon the termination or exercise of the related Option, except that
a Stock Appreciation Right granted with respect to less than the full number of
shares covered by an Option will not be reduced until the number of shares as to
which the related Option has been exercised or has terminated exceeds the number
of shares not covered by the Stock Appreciation Right.
(3) The Option will terminate and no longer be exercisable upon the
exercise of the related Stock Appreciation Right.
-5-
<PAGE>
(4) The Stock Appreciation Right will be transferable only with the
related Option.
(5) A Stock Appreciation Right granted in tandem with an ISO may be
exercised only when the market price of the Stock subject to the Option exceeds
the exercise price of such option.
(d) Exercise of Independent Stock Appreciation Rights. A Stock
-------------------------------------------------
Appreciation Right not granted in tandem with an Option will become exercisable
at such time or times, and on such conditions, as the Board may specify. The
Board may at any time accelerate the time at which all or any part of the Right
may be exercised.
Any exercise of an independent Stock Appreciation Right must be in writing,
signed by the proper person and delivered or mailed to the Company, accompanied
by any other documents required by the Board.
6.3. RESTRICTED AND UNRESTRICTED STOCK.
(a) Nature of Restricted Stock Award. A Restricted Stock Award entitles
--------------------------------
the recipient to acquire, for a purchase price to be specified by the Board but
in no event less than par value, shares of Stock subject to the restrictions
described in paragraph (d) below ("Restricted Stock").
(b) Acceptance of Award. A Participant who is granted a Restricted Stock
-------------------
Award will have no rights with respect to such Award unless the Participant
accepts the Award by written instrument delivered or mailed to the Company
accompanied by payment in full of the specified purchase price, if any, of the
shares covered by the Award. Payment may be by certified or bank check or other
instrument acceptable to the Board.
(c) Rights as a Stockholder. A Participant who receives Restricted Stock
-----------------------
will have all the rights of a stockholder with respect to the Stock, including
voting and dividend rights, subject to the restrictions described in paragraph
(d) below and any other conditions imposed by the Board at the time of grant.
Unless the Board otherwise determines, certificates evidencing shares of
Restricted Stock will remain in the possession of the Company until such shares
are free of all restrictions under the Plan.
(d) Restrictions. Except as otherwise specifically provided by the Plan,
------------
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of, and if the Participant ceases to be an Employee or
otherwise suffers a Status Change (as defined at Section 7.2 below) for any
reason, must be offered to the Company for purchase for the amount of cash paid
for the Stock, or forfeited to the Company if no cash was paid. These
restrictions will lapse at such time or times, and on such conditions, as the
Board may specify. Upon lapse of all restrictions, Stock will cease to be
restricted for purposes of the Plan. The
-6-
<PAGE>
Board may at any time accelerate the time at which the restrictions on all or
any part of the shares will lapse.
(e) Notice of Election. Any Participant making an election under Section
------------------
83(b) of the Code with respect to Restricted Stock must provide a copy thereof
to the Company within 10 days of the filing of such election with the Internal
Revenue Service.
(f) Other Awards Settled with Restricted Stock. The Board may, at the time
------------------------------------------
any Award described in this Section 6 is granted, provide that any or all the
Stock delivered pursuant to the Award will be Restricted Stock.
(g) Unrestricted Stock. The Board may, in its sole discretion, approve the
------------------
sale to any Participant of shares of Stock free of restrictions under the Plan
for a price which is not less than the par value of the Stock.
6.4. DEFERRED STOCK AWARDS.
A Deferred Stock Award entitles the recipient to receive shares of Stock to
be delivered in the future. Delivery of the Stock will take place at such time
or times, and on such conditions, as the Board may specify. The Board may
specify that a Deferred Stock Award may be forfeited if certain conditions are
or are not satisfied. The Board may at any time accelerate the time at which
delivery of all or any part of the Stock will take place. At the time any Award
described in this Section 6 is granted, the Board may provide that, at the time
Stock would otherwise be delivered pursuant to the Award, the Participant will
instead receive an instrument evidencing the Participant's right to future
delivery of Stock.
6.5. PERFORMANCE AWARDS; PERFORMANCE GOALS.
(a) Nature of Performance Awards. A Performance Award entitles the
----------------------------
recipient to receive, without payment, an amount in cash or Stock or a
combination thereof (such form to be determined by the Board) following the
attainment of Performance Goals. "Performance Goals" are goals which may be
related to personal performance, corporate performance, departmental performance
or any other category of performance deemed by the Board to be important to the
success of the Company. The Board will determine the Performance Goals, the
period or periods during which performance is to be measured and all other terms
and conditions applicable to the Award.
(b) Other Awards Subject to Performance Condition. The Board may, at the
---------------------------------------------
time any Award described in this Section 6 is granted, impose the condition (in
addition to any conditions specified or authorized in this Section 6 or any
other provision of the Plan) that Performance Goals be met prior to the
Participant's realization of any payment or benefit under the Award.
-7-
<PAGE>
6.6. LOANS AND SUPPLEMENTAL GRANTS.
(a) Loans. The Company may make a loan to a Participant ("Loan"), either
-----
on the date of or after the grant of any Award to the Participant. A Loan may be
made either in connection with the purchase of Stock under the Award or with the
payment of any Federal, state and local income tax with respect to income
recognized as a result of the Award. The Board will have full authority to
decide whether to make a Loan and to determine the amount, terms and conditions
of the Loan, including the interest rate (which may be zero), whether the Loan
is to be secured or unsecured or with or without recourse against the borrower,
the terms on which the Loan is to be repaid and the conditions, if any, under
which it may be forgiven. However, no Loan may have a term (including
extensions) exceeding ten years in duration.
(b) Supplemental Grants. In connection with any Award, the Board may at
-------------------
the time such Award is made or at a later date, provide for and grant a cash
award to the Participant ("Supplemental Grant") not to exceed an amount equal to
(1) the amount of any federal, state and local income tax on ordinary income for
which the Participant may be liable with respect to the Award, determined by
assuming taxation at the highest marginal rate, plus (2) an additional amount on
a grossed-up basis intended to make the Participant whole on an after-tax basis
after discharging all the Participant's income tax liabilities arising from all
payments under this Section 6. Any payments under this subsection (b) will be
made at the time the Participant incurs Federal income tax liability with
respect to the Award.
7. EVENTS AFFECTING OUTSTANDING AWARDS
7.1. DEATH.
If a Participant dies, the following will apply:
(a) All Options and Stock Appreciation Rights held by the Participant
immediately prior to death, to the extent then exercisable, may be exercised by
the Participant's executor or administrator or the person or persons to whom the
Option or Right is transferred by will or the applicable laws of descent and
distribution, at any time within the one year period ending with the first
anniversary of the Participant's death (or such shorter or longer period as may
be specified in the original Award, or such longer period as the Board may
determine), and shall thereupon terminate. In no event, however, shall an Option
or Stock Appreciation Right remain exercisable beyond the latest date on which
it could have been exercised without regard to this Section 7. Except as
otherwise determined by the Board, all Options and Stock Appreciation Rights
held by a Participant immediately prior to death that are not then exercisable
shall terminate at death.
(b) Except as otherwise determined by the Board, all Restricted Stock held
by the Participant must be transferred to the Company (and, in the event the
certificates representing
-8-
<PAGE>
such Restricted Stock are held by the Company, such Restricted Stock will be so
transferred without any further action by the Participant) in accordance with
Section 6.3 above.
(c) Any payment or benefit under a Deferred Stock Award, Performance
Award, or Supplemental Grant to which the Participant was not irrevocably
entitled prior to death will be forfeited and the Award canceled as of the time
of death, unless otherwise determined by the Board.
7.2. TERMINATION OF SERVICE (OTHER THAN BY DEATH).
If a Participant who is an Employee ceases to be an Employee for any reason
other than death, or if there is a termination (other than by reason of death)
of the consulting, service or similar relationship in respect of which a non-
Employee Participant was granted an Award hereunder (such termination of the
employment or other relationship being herein referred to as a "Status Change"),
the following will apply:
(a) Except as otherwise determined by the Board, all Options and Stock
Appreciation Rights held by the Participant that were not exercisable
immediately prior to the Status Change shall terminate at the time of the Status
Change. Any Options or Rights that were exercisable immediately prior to the
Status Change will continue to be exercisable for a period of three months (or
such longer period as the Board may determine), and shall thereupon terminate,
unless the Award provides by its terms for immediate termination in the event of
a Status Change or unless the Status Change results from a discharge for Cause
(as hereinafter defined) which in the opinion of the Board casts such discredit
on the Participant as to justify immediate termination of the Award. As used
herein, the term "Cause" shall mean the Participant's (i) material failure,
refusal or neglect to perform or discharge such Participant's duties to the
Company, (ii) material breach of the Participant's fiduciary duties to the
Company, (iii) conviction of a felony or any other crime involving fraud or
personal dishonesty or (iv) taking of any other intentional or willful action
that is materially harmful to the business interests of the Company. In no
event, however, shall an Option or Stock Appreciation Right remain exercisable
beyond the latest date on which it could have been exercised without regard to
this Section 7. For purposes of this paragraph, in the case of a Participant who
is an Employee, a Status Change shall not be deemed to have resulted by reason
of (i) a sick leave or other bona fide leave of absence approved for purposes of
the Plan by the Board, so long as the Employee's right to reemployment is
guaranteed either by statute or by contract, or (ii) a transfer of employment
between the Company and a subsidiary or between subsidiaries, or to the
employment of a corporation (or a parent or subsidiary corporation of such
corporation) issuing or assuming an option in a transaction to which section
424(a) of the Code applies.
(b) Except as otherwise determined by the Board, all Restricted Stock held
by the Participant at the time of the Status Change must be transferred to the
Company (and, in the event the certificates representing such Restricted Stock
are held by the Company, such
-9-
<PAGE>
Restricted Stock will be so transferred without any further action by the
Participant) in accordance with Section 6.3 above.
(c) Any payment or benefit under a Deferred Stock Award, Performance
Award, or Supplemental Grant to which the Participant was not irrevocably
entitled prior to the Status Change will be forfeited and the Award cancelled as
of the date of such Status Change unless otherwise determined by the Board.
7.3. CERTAIN CORPORATE TRANSACTIONS.
In the event of a consolidation or merger in which the Company is not the
surviving corporation or which results in the acquisition of substantially all
the Company's outstanding Stock by a single person or entity or by a group of
persons and/or entities acting in concert, or in the event of the sale or
transfer of substantially all the Company's assets or a dissolution or
liquidation of the Company (a "covered transaction"), all outstanding Awards
will terminate as of the effective date of the covered transaction, and the
following rules shall apply:
(a) Subject to paragraphs (b) and (c) below, the Board may in its sole
discretion, prior to the effective date of the covered transaction, (1) make
each outstanding Option and Stock Appreciation Right exercisable in full, (2)
remove the restrictions from each outstanding share of Restricted Stock, (3)
cause the Company to make any payment and provide any benefit under each
outstanding Deferred Stock Award, Performance Award, and Supplemental Grant
which would have been made or provided with the passage of time had the
transaction not occurred and the Participant not suffered a Status Change (or
died), and (4) forgive all or any portion of the principal of or interest on a
Loan.
(b) If an outstanding Award is subject to performance or other conditions
(other than conditions relating only to the passage of time and continued
employment) which will not have been satisfied at the time of the covered
transaction, the Board may in its sole discretion remove such conditions. If it
does not do so, however, such Award will terminate as of the date of the covered
transaction notwithstanding paragraph (a) above.
(c) With respect to an outstanding Award held by a participant who,
following the covered transaction, will be employed by or otherwise providing
services to a corporation which is a surviving or acquiring corporation in such
transaction or an affiliate of such a corporation, if the Board has not taken
any of the actions described in paragraph (a) above, the Board will arrange to
have such surviving or acquiring corporation or affiliate grant to the
Participant a replacement award which, in the judgment of the Board, is
substantially equivalent to the Award.
-10-
<PAGE>
8. GENERAL PROVISIONS
8.1. DOCUMENTATION OF AWARDS.
Awards will be evidenced by such written instruments, if any, as may be
prescribed by the Board from time to time. Such instruments may be in the form
of agreements to be executed by both the Participant and the Company, or
certificates, letters or similar instruments, which need not be executed by the
Participant but acceptance of which will evidence agreement to the terms
thereof.
8.2. RIGHTS AS A STOCKHOLDER, DIVIDEND EQUIVALENTS.
Except as specifically provided by the Plan, the receipt of an Award will
not give a Participant rights as a stockholder; the participant will obtain such
rights, subject to any limitations imposed by the Plan or the instrument
evidencing the Award, upon actual receipt of Stock. However, the Board may, on
such conditions as it deems appropriate, provide that a Participant will receive
a benefit in lieu of cash dividends that would have been payable on any or all
Stock subject to the Participant's Award had such Stock been outstanding.
Without limitation, the Board may provide for payment to the Participant of
amounts representing such dividends, either currently or in the future, or for
the investment of such amounts on behalf of the Participant.
8.3. CONDITIONS ON DELIVERY OF STOCK.
The Company will not be obligated to deliver any shares of Stock pursuant
to the Plan or to remove restriction from shares previously delivered under the
Plan (a) until all conditions of the Award have been satisfied or removed, (b)
until, in the opinion of the Company's counsel, all applicable federal and state
laws and regulation have been complied with, (c) if the outstanding Stock is at
the time listed on any stock exchange, until the shares to be delivered have
been listed or authorized to be listed on such exchange upon official notice of
notice of issuance, and (d) until all other legal matters in connection with the
issuance and delivery of such shares have been approved by the Company's
counsel. If the sale of Stock has not been registered under the Securities Act
of 1933, as amended, the Company may require, as a condition to exercise of the
Award, such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act and may require that the
certificates evidencing such Stock bear an appropriate legend restricting
transfer.
If an Award is exercised by the Participant's legal representative, the
Company will be under no obligation to deliver Stock pursuant to such exercise
until the Company is satisfied as to the authority of such representative.
-11-
<PAGE>
8.4. TAX WITHHOLDING.
The Company will withhold from any cash payment made pursuant to an Award
an amount sufficient to satisfy all federal, state and local withholding tax
requirements (the "withholding requirements").
In the case of an Award pursuant to which Stock may be delivered, the Board
will have the right to require that the Participant or other appropriate person
remit to the Company an amount sufficient to satisfy the withholding
requirements, or make other arrangements satisfactory to the Board with regard
to such requirements, prior to the delivery of any Stock. If and to the extent
that such withholding is required, the Board may permit the Participant or such
other person to elect at such time and in such manner as the Board provides to
have the Company hold back from the shares to be delivered, or to deliver to the
Company, Stock having a value calculated to satisfy the withholding requirement.
If at the time an ISO is exercised the Board determines that the Company
could be liable for withholding requirements with respect to a disposition of
the Stock received upon exercise, the Board may require as a condition of
exercise that the person exercising the ISO agree (a) to inform the Company
promptly of any disposition (within the meaning of section 424(c) of the Code)
of Stock received upon exercise, and (b) to give such security as the Board
deems adequate to meet the potential liability of the Company for the
withholding requirements and to augment such security from time to time in any
amount reasonably deemed necessary by the Board to preserve the adequacy of such
security.
8.5. NONTRANSFERABILITY OF AWARDS.
No Award (other than an Award in the form of an outright transfer of cash
or Unrestricted Stock) may be transferred other than (a) by will or by the laws
of descent and distribution or (b) in the case of an Award that is not an ISO,
to members of a Participant's family (or to trusts or other vehicles established
for their benefit) for estate planning purposes, and during a Participant's
lifetime an Award requiring exercise may be exercised only by him or her (or in
the event of the Participant's incapacity, the person or persons legally
appointed to act on the Participant's behalf) or by the permitted transferees of
the Participant.
8.6. ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS.
(a) In the event of a stock dividend, stock split or combination of
shares, recapitalization or other change in the Company's capitalization, or
other distribution to common stockholders other than normal cash dividends,
after the effective date of the Plan, the Board will make any appropriate
adjustments to the maximum number of shares that may be delivered under the Plan
under Section 4 above.
-12-
<PAGE>
EXHIBIT A
---------
Definition of Change in Control
-------------------------------
"Change in Control" shall mean the occurrence of any one of the following
events:
(a) any "person" as such term in used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "1934 Act") (other than (i) the Company,
(ii) any subsidiary of the Company, (iii) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or of any subsidiary of
the Company, or (iv) any Company owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company), becomes the "beneficial owner" (as defined
in Section 13(d) of the 1934 Act), together with all Affiliates and Associates
(as such terms are used in Rule 12b-2 of the General Rules and Regulation under
the 1934 Act) of such person, directly or indirectly, of securities of the
Company representing 35% or more of the combined voting power of the Company's
then outstanding securities;
(b) the stockholders of the Company approve a merger or consolidation of
the Company with any other company, other than (1) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
subsidiary of the Company, at least 65% of the combined voting securities of
the Company or surviving Entity outstanding immediately after such merger or
consolidation or (2) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no "person"
(with the exception given and the method of determining "beneficial ownership"
used in clause (a) of this definition) acquires more than 50% of the combined
voting power of the Company's then outstanding securities;
(c) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (a), (b) or (d) of this
definition) whose election by the Company's stockholders was approved by a vote
of at least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute at
least a majority thereof; or
(d) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets.
-14-
<PAGE>
Pre-IPO ISO
-----------
OFFICE SPECIALIST, INC.
Stock Option Agreement
----------------------
OFFICE SPECIALISTS, INC., a Massachusetts corporation (the "Company"),
hereby grants this __ day of ___________________ 19__, to _____________________
(the "Employee") an option to purchase a maximum of ____________ shares of its
Common Stock, at the price of _______________ per share (which price is equal to
100% (110% in the case of a 10% shareholder) of the fair market value of a share
of Common Stock as of the date hereof determined in accordance with the formula
set forth on Exhibit A attached hereto), pursuant to the terms of the Company's
---------
1996 Equity Incentive Plan, a copy of which is attached hereto and incorporated
herein (the "Plan") and pursuant to the following terms and conditions:
1. Grant Under 1996 Equity Incentive Plan. This option is granted
---------------------------------------
pursuant to and is governed by the Plan and, unless the context otherwise
requires, terms used herein shall have the same meaning as in the Plan.
Determinations made in connection with this option pursuant to the Plan shall be
governed by the Plan as it exists on this date.
2. Incentive Stock Options. The option is intended to be an incentive
-----------------------
stock option (an "ISO") as defined in Section 422(b) of the Internal Revenue
Code of 1986, as amended (the "Code").
3. Term: Expiration of Option. Provided the Employee continues to be
--------------------------
employed by the Company and has satisfied the vesting provisions, if any, set
forth in this Section 3, this option may be exercised, in whole, or in part, by
the Employee at any time up to and including the date which is 10 years from the
date this option is granted (five years in the case of a 10% shareholder). Any
option which shall not have been exercised during the applicable period shall be
deemed to have expired. All of the foregoing rights are subject to Sections 5, 6
and 7 hereof if the Employee ceases to be employed by the Company.
The Employee's right to exercise this option shall vest as follows:
_______________________________________________________________________________.
4. Other Options. This option is in addition to any other options
-------------
heretofore or hereafter given to the Employee by the Company, but a duplicate
original of this instrument shall not effect the grant of another option.
<PAGE>
5. Termination of Employment. Except as provided in Section 7, the
-------------------------
Employee is entitled to exercise any vested installment of this option only
while the Employee continues to be employed by the Company, except that where
his employment has not been terminated for Cause (as defined in the Plan) which
in the opinion of the Board of Directors of the Company casts such discredit on
the Employee so as to justify immediate termination of the option, any
installment of this option which the Employee is entitled to exercise under this
Agreement may be exercised during the three (3) month period following his
termination of employment, but in no event later than the scheduled expiration
date.
6. Repurchase of Shares on Termination of Employment. If at any time the
-------------------------------------------------
Employee's employment with the Company is terminated for any reason whatsoever,
including death or permanent and total disability, the Company shall have the
right (but not the obligation) to require the Employee to sell to the Company
all or any part of the shares of Common Stock acquired by the Employee upon the
exercise of any option granted hereunder at the purchase price per share
determined in accordance with Exhibit A attached hereto.
---------
The Company may exercise its right of repurchase of any shares owned by
Employee as of the date of termination by giving written notice to the Employee
or to his estate, personal representative or beneficiary at any time within
thirty (30) days of the termination of the Employee's employment with the
Company, specifying the number of shares to be sold to the Company and a closing
date for the repurchase transaction described herein.
The Company may exercise its right of repurchase of any shares of Common
Stock acquired by the Employee, under Sections 5 and 7 hereof, after termination
of the Employee's employment by giving written notice to the Employee or to his
estate or personal representative at any time within thirty (30) days of the
exercise by the Employee or his estate of the options, specifying the number of
shares to be sold to the Company and a closing date for the repurchase described
herein.
The greater of (i) twenty percent (20%) of the purchase price or (ii) such
amount, up to the purchase price, as is equal to the exercise price paid by the
Employee for such shares, shall be payable by the Company (a) within sixty (60)
days of the termination of the Employee's employment with the Company in the
case of shares held by the Employee on the date of termination, and (b) within
sixty (60) days of exercise by the Employee in the case of shares acquired under
Section 5 or Section 7 hereof after the termination of employment, subject to
the Company's right to delay its repurchase for such period of time as is
reasonably required in order for the Company's certified public accountants to
prepare any annual financial statements necessary in order to calculate the
purchase price, and the balance of the purchase price shall be paid in four
equal annual installments, with accrued interest at the applicable federal mid-
term rate, determined in accordance with Section 7872 and Section 1274 of the
Code and applicable regulations or any successors thereto, each such installment
to be due and payable on the four succeeding anniversary dates of the initial
payment called for
-2-
<PAGE>
above. The Company may prepay, without penalty, any or all installments of the
purchase price.
The repurchase rights of the Company set forth in this Section 6 shall
remain in effect until a public offering of shares of Common Stock for an
aggregate public offering price of at least $3 million pursuant to a
registration statement filed under the Securities Act of 1933, as amended, or a
successor statute, at which time such rights will automatically expire. The
certificates representing any shares subject to these repurchase rights shall be
marked with an appropriate legend.
7. Death. If the Employee should die while employed by the Company, this
-----
option may be exercised, by his executor or administrator or those persons to
whom the option is transferred by will or by the applicable laws of descent and
distribution, at any time within one (1) year after such death, but not later
than the scheduled expiration date. At the expiration of such one (1) year
period or the scheduled expiration date, whichever is the earlier, this option
shall terminate and the only rights hereunder shall be those as to which the
option was properly exercised before such termination.
8. Partial Exercise. Exercise of this option up to the extent above
----------------
stated may be made in part at any time and from time to time within the above
limits, except that this option may not be exercised for a fraction of a share.
9. Payment of Price. Stock purchased on exercise of an option must be
----------------
paid for as follows: (1) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company in United States dollars, or (2)
through the delivery of shares of stock (which in the case of shares acquired
from the Company, have been outstanding for at least six months) having a fair
market value on the last business day preceding the date of exercise equal to
the purchase price, or (3) by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Company sufficient funds to
pay the exercise price, or (4) by delivery of a promissory note of the option
holder to the Company, payable on such terms as are specified by the Board, or
(5) by any combination of the permissible forms of payment; provided, that if
--------
the stock delivered upon exercise of the option is an original issue of
authorized stock, at least so much of the exercise price as represents the par
value of such stock must be paid other than by the option holder's promissory
note or personal check. In the event that payment of the option price is made
under (2) above, the Board may provide that the option holder be granted an
additional option covering the numbers of shares surrendered, at an exercise
price equal to the fair market value of a share of stock on the date of
surrender. Upon the Employee's written request, the Company will use reasonable
efforts to assist the Employee in arranging bank financing if such financing is
necessary to enable the Employee to exercise his option. In addition, provided
the terms are reasonably satisfactory to the Company, the Company will, if
necessary to enable the Employee to obtain bank financing, agree to act as
guarantor of such financing.
-3-
<PAGE>
10. Tax Considerations. Under current tax law, the Employee will not be
------------------
required to report any taxable income as a result of the grant or the exercise
of an ISO; subject, however, to the proviso that the difference between the fair
market value of the shares acquired upon the exercise of the ISO and the option
price paid for such shares is an item of "tax preference" for purposes of the
Alternative Minimum Tax in the year of exercise. If and when the Employee sells
any of the shares purchased pursuant to an ISO, any gain realized on the sale
will be taxed generally as long-term capital gain if the stock has been held for
at least two years from the date of the option grant and at least one year from
the date the stock is transferred to the Employee.
The foregoing tax information is furnished for general informational
purposes only and is based upon the Code as presently in force, the applicable
regulations promulgated or proposed thereunder, current administrative positions
of the Internal Revenue Service and existing judicial decisions, all of which
are subject to change or modification at any time. The Employee is urged to
consult his own advisor as to the effect of the option granted hereunder on his
personal tax situation.
11. Right of First Refusal. If the Employee, including his estate or
----------------------
personal representative, desires to sell all or any part of the shares of Common
Stock issued upon exercise of his options, including any shares issued pursuant
to Sections 5 and 7 hereof (the "Shares"), the Employee, or his estate or
personal representative, as the case may be, shall give written notice (the
"Notice") to the Company setting forth the Employee's desire to sell such
Shares. Upon receipt of the Notice, the Company shall have the nonassignable
right to purchase any or all of such Shares specified in the Notice, such right
to be exercisable by giving, within thirty (30) days after receipt of the
Notice, a written counter notice of acceptance to the Employee (the "Acceptance
Notice"). If the Company elects to purchase such Shares, it shall be obligated
to purchase, and the Employee shall be obligated to sell to the Company, such
Shares at the purchase price per share determined in accordance with Exhibit A
attached hereto.
Twenty percent (20%) of the purchase price shall be payable by the Company
within sixty (60) days of receipt by it of the Notice, subject to the Company's
right to delay the repurchase for such period of time as is reasonably required
in order for the Company's certified public accountants to prepare any annual
financial statements necessary in order to calculate the purchase price, and the
balance of the purchase price shall be paid in four equal annual installments,
with accrued interest at the applicable federal mid-term rate, determined in
accordance with Section 7872 and Section 1274 of the Code and applicable
regulations or any successors thereto, each such installment to be due and
payable on the four succeeding anniversary dates of the initial payment called
for above. The Company may repay, without penalty, any or all installments of
the purchase price.
-4-
<PAGE>
If the Company fails to give the Acceptance Notice within thirty (30) days
of receipt of the Notice or if the Company fails to deliver 20% of the purchase
price within sixty (60) days of receipt by it of the Notice, then the Employee
may sell any or all of such shares at any time during the next ninety (90) days.
Prior to the sale of such shares, the Employee shall be required to provide a
Notice to the Company (the "Notice of Sale") identifying the name and address of
the potential purchaser. Notwithstanding anything to the contrary above, the
Company can prohibit the stockholder from selling those shares to the potential
purchaser if it determines that the purchaser is a competitor of the Company and
if it provides written notice to the Employee within thirty (30) days of its
receipt of the Notice of Sale objecting to the Employee's proposed sale. If any
or all of such Shares are not sold within the times permitted above, the unsold
Shares shall remain subject to the terms of this Agreement.
The refusal rights of the Company set forth in this Section 11 shall remain
in effect until a public offering of shares of Common Stock for an aggregate
public offering price of at least $3 million pursuant to a registration
statement filed under the Securities Act of 1933, as amended or a successor
statute, at which time such rights will automatically expire. The certificates
representing any shares subject to these refusal rights shall be marked with an
appropriate legend.
12. Agreement to Purchase for Investment. By acceptance of this option,
------------------------------------
the Employee agrees that unless the shares issued upon exercise of his option
(or any portion thereof) have been registered under the Securities Act of 1933,
as amended, the Company having no present intention of so registering the
shares, the Employee will be required to represent, at the time of the exercise
of the option (or any portion thereof), that the shares are being acquired for
investment purposes only and not with a view to the resale or other distribution
thereof. If such shares are issued to the Employee without registration under
the Securities Act of 1933, as amended, in reliance upon an exemption from such
registration afforded by Section 4(2) of the Act for transactions not involving
a public offering or pursuant to Regulation D promulgated under the Act, the
shares will be deemed restricted securities" as that term is used in Rule 144
under the Act. As a consequence, such shares must be held for an indefinite
period of time unless they are subsequently registered under the Act or an
exemption from registration is available and routine sales of such shares under
Rule 144 can only be made if the Company has met certain requirements thereof
including making certain information about the Company publicly available and
then, generally, only in limited amounts in accordance with the terms and
conditions of Rule 144, assuming it is then available.
13. Method of Exercising Option. Subject to the terms and conditions of
---------------------------
this Agreement, this option may be exercised by written notice to the Company,
pursuant to the form of Exercise Agreement attached hereto as Exhibit B, at the
---------
principal executive office of the Company, or to such transfer agent as the
Company shall designate. Such notice shall state the election to exercise this
option and the number of shares in respect of which it is being exercised and
shall be signed by the person or persons so exercising this option. Such notice
shall be accompanied by payment of the full purchase price for such shares, and
the
-5-
<PAGE>
Company shall deliver a certificate or certificates representing such shares as
soon as practicable after the notice shall be received. The certificate or
certificates for the shares as to which this option shall have been so exercised
shall be registered in the name of the person or persons so exercising this
option (or, if this option shall be exercised by the Employee and if the
Employee shall so request in the notice exercising this option, shall be
registered in the name of the Employee and another person jointly, with right of
survivorship) and shall be delivered as provided above to or upon the written
order of the person or persons exercising this option. In the event this option
shall be exercised, pursuant to Section 7 hereof, by any person or persons other
than the Employee, such notice shall be accompanied by appropriate proof of the
right of such person or persons to exercise this option. All shares that shall
be purchased upon the exercise of this option as provided herein shall be fully
paid and nonassessable.
14. Option Not Transferable. This option is not transferable or
-----------------------
assignable except by will or by the laws of descent and distribution. During the
Employee's lifetime only the Employee or, in the event of the Employee's
incapacity, the person(s) legally appointed to act on the Employee's behalf, can
exercise this option.
15. No Obligation to Exercise Option. The grant and acceptance of this
--------------------------------
option imposes no obligation on the Employee to exercise it.
16. No Obligation to Continue Employment. The Company is not by the Plan
------------------------------------
or this option obligated to continue the Employee in employment.
17. No Rights as Stockholder Until Exercise. The Employee shall have no
---------------------------------------
rights as a stockholder with respect to shares under this option until a stock
certificate therefor has been issued to the Employee and is fully paid for. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.
18. Early Disposition. The Employee agrees to notify the Company of any
-----------------
disposition of any shares of Common Stock acquired on the exercise of an ISO
within the two-year period beginning on the date of grant or within one year
after the date of the transfer of such shares to the Employee. The Employee also
agrees to provide the Company with any information which it shall request
concerning any such disposition. The Company will report and withhold on such
disposition in accordance with applicable Code requirements.
19. Governing Law. This Agreement shall be governed by and interpreted in
-------------
accordance with the internal laws of The Commonwealth of Massachusetts.
-6-
<PAGE>
IN WITNESS WHEREOF the Company and the Employee have caused this instrument
to be executed, and the Employee whose signature appears below acknowledges
receipt of a copy of the Plan and acceptance of an original copy of this option.
OFFICE SPECIALISTS, INC.
By: _______________________________
_______________________________
Employee
-7-
<PAGE>
Exhibit A
---------
Formula to Value
Office Specialists, Inc. (the "Company")
Common Stock
CV = (2 * AGP) + OP - S
P = CV/N
Where CV = Company Valuation
AGP = average annual gross profit from operations for the three
fiscal years prior to the date of determination
P = price per common share
N = number of common shares outstanding or issuable upon exercise
of vested options
OP = proceeds to Company if all vested options exercised
S = preferred stock liquidation preference
All of the above values shall be determined from the audited annual financial
statements of the Company as prepared by the Company's certified public
accountants in accordance with generally accepted accounting principles,
consistently applied.
<PAGE>
Exhibit B
---------
Board of Directors
Office Specialists, Inc.
One Corporation Way
Centennial Park
Peabody, MA 01960
Gentlemen:
In accordance with the terms and conditions of the 1996 Equity Incentive Plan of
Office. Specialists, Inc. (the "Company"), the undersigned hereby elects to
exercise his option, granted by the Company on ______________, 19__, to purchase
_____________(___) shares of Common Stock of the Company.
This notice is accompanies by in full payment of the option price for said
shares, as provided in Section 9 of the Stock Option Agreement relating to the
option.
The name or names to be on the stock certificate or certificates and the
address(es) and Social Security Numbers(s) of such persons(s) are as follows:
Name: ______________________________
Address: ______________________________
______________________________
Social Security Number: ______________________________
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE SHARES PURCHASED
HEREUNDER ARE BEING ACQUIRED FOR REINVESTMENT AND NOT WITH A VIEW TO THE SALE OR
DISTRIBUTION THEREOF AND ACKNOWLEDGES HIS UNDERSTANDING THAT SUCH SHARES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), BY
REASON FOR THEIR ISSUANCE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PURSUANT TO SECTION 4(2) THEREOF AND THAT THE SHARES MAY
NOT BE RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE ACT OR PURSUANT TO AN OPINION OF
COUNSEL FURNISHED TO THE COMPANY THAT SUCH RESALE OR OTHER TRANSFER MAY BE
EFFECTED WITHOUT REGISTRATION UNDER THE ACT BY VIRTUE OF AN EXEMPTION THEREFROM.
THE UNDERSIGNED FURTHER UNDERSTANDS THAT THE EXEMPTION FROM REGISTRATION
AFFORDED BY RULE 144 ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER
SECURITIES ACT OF 1933 RELEASE NO. 5223, DEPENDS UPON THE SATISFACTION FOR
VARIOUS
<PAGE>
CONDITIONS, INCLUDING A TWO YEAR HOLDING PERIOD, AND THAT, IF APPLICABLE, RULE
144 AFFORDS THE BASIS ONLY FOR ROUTINE SALES OF THE SHARES IN LIMITED AMOUNTS IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF SAID RULE.
THE UNDERSIGNED FURTHER UNDERSTANDS THAT THE SHARES OF COMMON STOCK PURCHASED
HEREUNDER ARE SUBJECT TO THE FIRST REFUSAL RIGHTS OF THE COMPANY CONTAINED IN
THE STOCK OPTION AGREEMENT BETWEEN THE UNDERSIGNED AND THE COMPANY AND EACH
CERTIFICATE REPRESENTING SUCH SHARES OF COMMON STOCK SHALL BEAR THE FOLLOWING
LEGEND:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE COMPANY'S
RIGHT OF FIRST REFUSAL WITH RESPECT TO THE SAME, AS PROVIDED IN A CERTAIN
AGREEMENT BY AND BETWEEN THE RECORD HOLDER HEREOF AND THE COMPANY, A COPY
OF WHICH WILL BE FURNISHED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE
UPON REQUEST TO THE COMPANY THEREFOR.
Very truly yours,
_____________________________
(Name of Optionee)
<PAGE>
PRE-IPO NON-ISO
---------------
OFFICE SPECIALISTS, INC.
Stock Option Agreement
----------------------
OFFICE SPECIALISTS, INC., a Massachusetts corporation (the "Company"),
hereby grant this ____ day of _____________________ 19__, to ___________________
(the "Employee") an option to purchase a maximum of _____________ shares of its
Common Stock, at the price of ________ per share (which price is equal to 100%
(110% in the case of a 10% shareholder) of the fair market value of a share of
common stock as of the date hereof determined in accordance with the formula set
forth on Exhibit A attached hereto), pursuant to the terms of the Company's 1996
---------
Equity Incentive Plan, a copy of which is attached hereto and incorporated
herein (the "Plan") and pursuant to the following terms and conditions:
1. Grant Under 1996 Equity Incentive Plan. This option is granted
--------------------------------------
pursuant to and is governed by the Plan and, unless the context otherwise
requires, terms used herein shall have the same meaning as in the Plan.
Determinations made in connection with this option pursuant to the Plan shall be
governed by the Plan as it exists on this date.
2. Non-Incentive Stock Options. The option is intended to be an option
---------------------------
that is not an incentive stock option as defined in Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
3. Term; Expiration of Option. Provided the Employee continues to be
--------------------------
employed by the Company and has satisfied the vesting provisions, if any, set
forth in this Section 3, this option may be exercised, in whole, or in part, by
the Employee at any time up to and including the date which is 10 years from the
date this option is granted. Any option which shall not have been exercised
during the applicable period shall be deemed to have expired. All of the
foregoing rights are subject to Sections 5, 6 and 7 hereof if the Employee
ceases to be employed by the Company.
The Employee's right to exercise this option shall vest as follows:
_______________________________________________________________________________.
4. Other Options. This option is in addition to any other options
-------------
heretofore or hereafter given to the Employee by the Company, but a duplicate
original of this instrument shall not effect the grant of another option.
<PAGE>
5. Termination of Employment. Except as provided in Section 7, the
-------------------------
Employee is entitled to exercise any vested installment of this option only
while the Employee continues to be employed by the Company, except that where
his employment has not been terminated for Cause (as defined in the Plan) which
in the opinion of the Board of Directors of the Company casts such discredit on
the Employee as to justify immediate termination of the option, any installment
of this option which the Employee is entitled to exercise under this Agreement
may be exercised during the three (3) month period following his termination of
employment, but in no event later than the scheduled expiration date.
6. Repurchase of Shares on Termination of Employment. If at any time the
-------------------------------------------------
Employee's employment with the Company is terminated for any reason whatsoever,
including death or permanent and total disability, the Company shall have the
right (but not the obligation) to require the Employee to sell to the Company
all or any part of the shares of Common Stock acquired by the Employee upon the
exercise of any option granted hereunder at the purchase price per share
determined in accordance with Exhibit A attached hereto.
---------
The Company may exercise its right of repurchase of any shares owned by
Employee as of the date of termination by giving written notice to the Employee
or to his estate, personal representative or beneficiary at any time within
thirty (30) days of the termination of the Employee's employment with the
Company, specifying the number of shares to be sold to the Company and a closing
date for the repurchase transaction described herein.
The Company may exercise its right of repurchase of any shares of Common
Stock acquired by the Employee, under Sections 5 and 7 hereof, after termination
of the Employee's employment by giving written notice to the Employee or to his
estate or personal representative at any time within thirty (30) days of the
exercise by the Employee or his estate of the options, specifying the number of
shares to be sold to the Company and a closing date for the repurchase described
herein.
The greater of (i) twenty percent (20%) of the purchase price or (ii) such
amount, up to the purchase price, as is equal to the exercise price paid by the
Employee for such shares, shall be payable by the Company (a) within sixty (60)
days of the termination of the Employee's employment with the Company in the
case of shares held by the Employee on the date of termination, and (b) within
sixty (60) days of exercise by the Employee in the case of shares acquired under
Section 5 or Section 7 hereof after the termination of employment, subject to
the Company's right to delay its repurchase for such period of time as is
reasonably required in order for the Company's certified public accountants to
prepare any annual financial statements necessary in order to calculate the
purchase price, and the balance of the purchase price shall be paid in four
equal annual installments, with accrued interest at the applicable federal mid-
term rate, determined in accordance with Section 7872 and Section 1274 of the
Code and applicable regulations or any successors thereto, each such installment
to be due and
-2-
<PAGE>
payable on the four succeeding anniversary dates of the initial payment called
for above. The Company may prepay, without penalty, any or all installments of
the purchase price.
The repurchase rights of the Company set forth in this Section 6 shall
remain in effect until a pubic offering of shares of Common Stock for an
aggregate public offering price of at least $3 million pursuant to a
registration statement filed under the Securities Act of 1933, as amended, or a
successor statute, at which time such rights will automatically expire. The
certificates representing any shares subject to these repurchase rights shall be
marked with an appropriate legend.
7. Death. If the Employee should die while employed by the Company, this
-----
option may be exercised, by his executor or administrator or those persons to
whom the option is transferred by will or by the applicable laws of descent and
distribution, at any time within one (1) year after such death, but not later
than the scheduled expiration date. At the expiration of such one (1) year
period or the scheduled expiration date, whichever is the earlier, this option
shall terminate and the only rights hereunder shall be those as to which the
option was properly exercised before such termination.
8. Partial Exercise. Exercise of this option up to the extent above
----------------
stated may be made in part at any time and from time to time within the above
limits, except that this option may not be exercised for a fraction of a share.
9. Payment of Price. Stock purchased on exercise of an option must be
----------------
paid for as follows: (1) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company in United States dollars, or {2)
through the delivery of shares of stock (which in the case of shares acquired
from the Company, have been outstanding for at least six months) having a fair
market value on the last business day preceding the date of exercise equal to
the purchase price, or (3) by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Company sufficient funds to
pay the exercise price, or (4) by delivery of a promissory note of the option
holder to the Company, payable on such terms as are specified by the Board, or
(5) by any combination of the permissible forms of payment; provided, that if
--------
the stock delivered upon exercise of the option is an original issue of
authorized stock, at least so much of the exercise price as represents the par
value of such stock must be paid other than by the option holder's promissory
note or personal check. In the event that payment of the option price is made
under (2) above, the Board may provide that the option holder be granted an
additional option covering the numbers of shares surrendered, at an exercise
price equal to the fair market value of a share of stock on the date of
surrender. Upon the Employee's written request, the Company will use reasonable
efforts to assist the Employee in arranging bank financing if such financing is
necessary to enable the Employee to exercise his option. In addition, provided
the terms are reasonably satisfactory to the Company, the Company will, if
necessary to enable the Employee to obtain bank financing, agree to act as
guarantor of such financing.
-3-
<PAGE>
10. Tax Considerations. Under current tax law, the Employee will not be
------------------
required to report any taxable income as a result of the grant of this option
but will be required to report taxable income at the time of exercise of the
option. At that time, the Employee will be deemed to have realized ordinary
taxable income equal to the excess of the fair market value of the shares
acquired at the time of exercise of the option, over the option price paid
unless the shares remain subject to a "substantial risk of forfeiture," as
defined in Section 83 of the Code.
The foregoing tax information is furnished for general informational
purposes only and is based upon the Code as presently in force, the applicable
regulations promulgated or proposed thereunder, current administrative positions
of the Internal Revenue Service and existing judicial decisions, all of which
are subject to change or modification at any time. The Employee is urged to
consult his own advisor as to the effect of the option granted hereunder on his
personal tax situation.
11. Right of First Refusal. If the Employee, including his estate or
----------------------
personal representative, desires to sell all or any part of the shares of Common
Stock issued upon exercise of his options, including any shares issued pursuant
to Sections 5 and 7 hereof (the "Shares"), the Employee, or his estate or
personal representative, as the case may be, shall give written notice (the
"Notice") to the Company setting forth the Employee's desire to sell such
Shares. Upon receipt of the Notice, the Company shall have the nonassignable
right to purchase any or all of such Shares specified in the Notice, such right
to be exercisable by giving, within thirty (30) days after receipt of the
Notice, a written counter notice of acceptance to the Employee (the "Acceptance
Notice"). If the Company elects to purchase such Shares, it shall be obligated
to purchase, and the Employee shall be obligated to sell to the Company, such
Shares at the purchase price per share determined in accordance with Exhibit A
attached hereto.
Twenty percent (20%) of the purchase price shall be payable by the Company
within sixty (60) days of receipt by it of the Notice, subject to the Company's
right to delay the repurchase for such period of time as is reasonably required
in order for the Company's certified public accountants to prepare any annual
financial statements necessary in order to calculate the purchase price, and the
balance of the purchase price shall be paid in four equal annual installments,
with accrued interest at the applicable federal mid-term rate, determined in
accordance with Section 7872 and Section 1274 of the Code and applicable
regulations or any successors thereto, each such installment to be due and
payable on the four succeeding anniversary dates of the initial payment called
for above. The Company may repay, without penalty, any or all installments of
the purchase price.
If the Company fails to give the Acceptance Notice within thirty (30) days
of receipt of the Notice or if the Company fails to deliver 20% of the purchase
price within sixty (60) days of receipt by it of the Notice, then the Employee
may sell any or all of such shares at any time
-4-
<PAGE>
during the next ninety (90) days. Prior to the sale of such shares, the Employee
shall be required to provide a Notice to the Company (the "Notice of Sale")
identifying the name and address of the potential purchaser. Notwithstanding
anything to the contrary above, the Company can prohibit the stockholder from
selling those shares to the potential purchaser if it determines that the
purchaser is a competitor of the Company and if it provides written notice to
the Employee within thirty (30) days of its receipt of the Notice of Sale
objecting to the Employee's proposed sale. If any or all of such Shares are not
sold within the times permitted above, the unsold Shares shall remain subject to
the terms of this Agreement.
The refusal rights of the Company set forth in this Section 11 shall remain
in effect until a public offering of shares of Common Stock for an aggregate
public offering price of at least $3 million pursuant to a registration
statement filed under the Securities Act of 1933, as amended or a successor
statute, at which time such rights will automatically expire. The certificates
representing any shares subject to these refusal rights shall be marked with an
appropriate legend.
12. Agreement to Purchase for Investment. By acceptance of this option,
------------------------------------
the Employee agrees that unless the shares issued upon exercise of his option
(or any portion thereof) have been registered under the Securities Act of 1933,
as amended, the Company having no present intention of so registering the
shares, the Employee will be required to represent, at the time of the exercise
of the option (or any portion thereof), that the shares are being acquired for
investment purposes only and not with a view to the resale or other distribution
thereof. If such shares are issued to the Employee without registration under
the Securities Act of 1933, as amended, in reliance upon an exemption from such
registration afforded by Section 4(2) of the Act for transactions not involving
a public offering or pursuant to Regulation D promulgated under the Act, the
shares will be deemed restricted securities as that term is used in Rule 144
under the Act. As a consequence, such shares must be held for an indefinite
period of time unless they are subsequently registered under the Act or an
exemption from registration is available and routine sales of such shares under
Rule 144 can only be made if the Company has met certain requirements thereof
including making certain information about the Company publicly available and
then, generally, only in limited amounts in accordance with the terms and
conditions of Rule 144, assuming it is then available.
13. Method of Exercising Option. Subject to the terms and conditions of
---------------------------
this Agreement, this option may be exercised by written notice to the Company,
pursuant to the form of Exercise Agreement attached hereto as Exhibit B, at the
---------
principal executive office of the Company, or to such transfer agent as the
Company shall designate. Such notice shall state the election to exercise this
option and the number of shares in respect of which it is being exercised and
shall be signed by the person or persons so exercising this option. Such notice
shall be accompanied by payment of the full purchase price for such shares, and
the Company shall deliver a certificate or certificates representing such shares
as soon as practicable after the notice shall be received. The certificate or
certificates for the shares as to which this option shall have been so exercised
shall be registered in the name of the person or
-5-
<PAGE>
persons so exercising this option (or, if this option shall be exercised by the
Employee and if the Employee shall so request in the notice exercising this
option, shall be registered in the name of the Employee and another person
jointly, with right of survivorship) and shall be delivered as provided above to
or upon the written order of the person or persons exercising this option. In
the event this option shall be exercised, pursuant to Section 7 hereof, by any
person or persons other than the Employee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise this
option. All shares that shall be purchased upon the exercise of this option as
provided herein shall be fully paid and nonassessable.
14. Option Not Transferable. This option is not transferable or
-----------------------
assignable except (1) by will or by the laws of descent and distribution or (2)
to members of the Employee's family (or to trusts or other vehicles established
for their benefit) for estate planning purposes. In the event of transfer
pursuant to (2) above, the option shall become exercisable only if and to the
extent that the Employee satisfies the vesting conditions of Section 3 above,
and shall cease to be exercisable at the time when the option would cease to be
exercisable pursuant to Sections 3, 5 or 7 if the option were held by the
Employee himself.
15. No Obligation to Exercise Option. The grant and acceptance of this
--------------------------------
option imposes no obligation on the Employee to exercise it.
16. No Obligation to Continue Employment. The Company is not by the Plan
------------------------------------
or this option obligated to continue the Employee in employment.
17. No Rights as Stockholder Until Exercise. The Employee shall have no
---------------------------------------
rights as a stockholder with respect to shares under this option until a stock
certificate therefor has been issued to the Employee and is fully paid for. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.
18. Governing Law. This Agreement shall be governed by and interpreted in
-------------
accordance with the internal laws of The Commonwealth of Massachusetts.
-6-
<PAGE>
IN WITNESS WHEREOF the Company and the Employee have caused this instrument
to be executed, and the Employee whose signature appears below acknowledges
receipt of a copy of the Plan and acceptance of an original copy of this option.
OFFICE SPECIALISTS, INC.
By: _______________________________
_______________________________
Employee
-7-
<PAGE>
Exhibit A
---------
Formula to Value
Office Specialists Holding
Corporation (the "Company")
Common Stock
[Office Specialists to supply new formula]
-8-
<PAGE>
Exhibit B
---------
Board of Directors
Office Specialists, Inc.
One Corporation Way
Centennial Park
Peabody, MA 01960
Gentlemen:
In accordance with the terms and conditions of the 1996 Equity Incentive Plan of
Office Specialists, Inc. (the "Company"), the undersigned hereby elects to
exercise his option, granted by the Company on _______________, 19__, to
purchase ____________ (___) shares of Common Stock of the Company.
This notice is accompanies by in full payment of the option price for said
shares, as provided in Section 9 of the Stock Option Agreement relating to the
option.
The name or names to be on the stock certificate or certificates and the
address(es) and Social Security Numbers(s) of such persons(s) are as follows:
Name: ______________________________
Address: ______________________________
______________________________
Social Security Number: ______________________________
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE SHARES PURCHASED
HEREUNDER ARE BEING ACQUIRED FOR REINVESTMENT AND NOT WITH A VIEW TO THE SALE OR
DISTRIBUTION THEREOF AND ACKNOWLEDGED HIS UNDERSTANDING THAT SUCH SHARES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), BY
REASON FOR THEIR ISSUANCE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PURSUANT TO SECTION 4(2) THEREOF AND THAT THE SHARES MAY
NOT BE RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE ACT OR PURSUANT TO AN OPINION OF
COUNSEL FURNISHED TO THE COMPANY THAT SUCH SALE OR OTHER TRANSFER MAY BE
EFFECTED WITHOUT REGISTRATION UNDER THE ACT BY VIRTUE OF AN EXEMPTION THEREFROM,
THE UNDERSIGNED FURTHER UNDERSTANDS THAT THE EXEMPTION FROM REGISTRATION
AFFORDED BY RULE 144 ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER
SECURITIES ACT OF 1933 RELEASE NO. 5223, DEPENDS UPON THE SATISFACTION FOR
VARIOUS
<PAGE>
CONDITIONS, INCLUDING A TWO YEAR HOLDING PERIOD, AND THAT, IF APPLICABLE, RULE
144 AFFORDS THE BASIS ONLY FOR ROUTINE SALES OF THE SHARES IN LIMITED AMOUNTS IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF SAID RULE.
THE UNDERSIGNED FURTHER UNDERSTANDS THAT THE SHARES OF COMMON STOCK PURCHASED
HEREUNDER ARE SUBJECT TO THE FIRST REFUSAL RIGHTS OF THE COMPANY CONTAINED IN
THE STOCK OPTION AGREEMENT BETWEEN THE UNDERSIGNED AND THE COMPANY AND EACH
CERTIFICATE REPRESENTING SUCH SHARES OF COMMON STOCK SHALL BEAR THE FOLLOWING
LEGEND:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE COMPANY'S
RIGHT OF FIRST REFUSAL WITH RESPECT TO THE SAME, AS PROVIDED IN A CERTAIN
AGREEMENT BY AND BETWEEN THE RECORD HOLDER HEREOF AND THE COMPANY, A COPY
OF WHICH WILL BE FURNISHED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE
UPON REQUEST TO THE COMPANY THEREFOR.
Very truly yours,
_____________________________
(Name of Optionee)
<PAGE>
Exhibit 5.1
[LETTERHEAD OF ALSTON & BIRD APPEARS HERE]
December 1, 1997
New York Stock Exchange, Inc.
Listings
20 Broad Street - 17th Floor
New York, New York 10005
Re: AccuStaff Incorporated Office Specialists, Inc. 1996 Equity
Incentive Plan
Ladies and Gentleman:
This opinion is given in connection with the filing by AccuStaff
Incorporated (the "Company") with the Securities and Exchange Commission under
the Securities Act 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement") with respect to 437,861 shares (the "Shares") of
the $.01 par value Common Stock of the Company (the "Common Stock") to be issued
to officers and key employees of the Company pursuant to the AccuStaff
Incorporated Office Specialists, Inc. 1996 Equity Incentive Plan (the "Plan").
We have examined such corporate records and documents as we deemed
relevant and necessary to enable us to give the opinion set forth herein,
including the Certificate of Incorporation and Bylaws of the Company, as
amended, and resolutions of the Board of Directors of the Company authorizing
the Plan. For the purposes of this opinion, we assume that all Shares will be
issued in accordance with the Plan.
Based upon the foregoing, we are of the opinion that the Shares, when
issued in accordance with the terms and conditions of the Plan, will be duly
authorized, validly issued, fully paid and non-assessable under the Florida
Business Corporation Act as in effect on this date. Further, no
personal liability will attach to the holders of the Common Stock solely because
of their status as such under the laws of the State of Florida, the jurisdiction
in which the Company is incorporated and the jurisdiction of the Company's
principal business address.
Sincerely Yours,
ALSTON & BIRD
/s/ Sidney J. Numin
By: ___________________
A Partner
<PAGE>
EXHIBIT 23.1
CONSENT OF COOPERS & LYBRAND L.L.P.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
AccuStaff Incorporated on Form S-8 and related Prospectus of our report, dated
March 26, 1997, on our audits of the consolidated financial statements of
AccuStaff Incorporated and Subsidiaries as of December 31, 1996 and 1995 and for
each of the three (3) years in the period ended December 31, 1996, which report
is included in Form 10-K for the fiscal year ended December 31, 1996, as amended
by Form 10-K/A filed April 11, 1997.
COOPERS & LYBRAND L.L.P.
Jacksonville, Florida
December 1, 1997
