Exhibit 10.6





Exhibit 10.6




TEAMSTAFF, INC.

EMPLOYEE STOCK OPTION CERTIFICATE

AND AGREEMENT




	 	 	 
	Date of Grant:

	 	Option No.:
	 
	 	 
	Name of Optionee:
	 	 
	 
	 	 
	Number of Shares:
	 	 
	 
	 	 
	Exercise Price Per Share:
	 	 
	 
	 	 
	Expiration Date:
	 	 






Effective on the date of grant specified above, TEAMSTAFF, INC. (the “Company”) has granted to
the above-named Optionee under the Company’s 2006 Long Term Incentive Plan (the “Plan”), an option
to purchase from TeamStaff the number of shares of Common Stock of TeamStaff set forth above. This
option is subject to all the terms and conditions of the Plan which is incorporated in this option
as though set forth in full.




The terms and conditions of this option are as follows:



1. Number and Price of Options. The number and price of the shares subject to this
option shall be the number and price set forth above, subject to any adjustments which may be made
under Section 11 below.



2. Vesting. This option may not be exercised until it is vested. Portions of this
option become vested if you continue to be employed by TeamStaff until after the expiration of the
time periods stated below:




a.                     




b.                     



Except as otherwise set forth herein, this option shall terminate and no shares may be
purchased after the expiration date. This option may also terminate sooner as provided below if
your employment is terminated for any reason. This option expires at 5:00 pm (eastern standard
time) on the Expiration Date as stated above whether or not it has been duly exercised, unless
sooner terminated as provided below.



3. Acceptance of Option Agreement. Your acceptance of this stock option agreement will
indicate your acceptance of and your agreement to be bound by its terms and the terms of the Plan.
It imposes no obligation upon you to purchase any of the shares subject to the option. Your
obligation to purchase shares can arise only upon your exercise of the option in the manner set
forth herein. This stock option agreement shall be subject in all respects to the terms and
conditions of the Plan and in the event of any question or controversy relating to the terms of the
Plan, the decision of the Board of Directors shall be final.



4. Condition of Employment. Except as provided in Section 8, this option may not be
exercised unless the Optionee is employed by TeamStaff or one of its parent or subsidiary
corporations on the date of such exercise and shall have been an employee continuously since the
date of grant.


 


 









 





5. Exercise Procedure. This option is exercisable by a written notice signed by you
and delivered to TeamStaff at its executive offices, signifying your election to exercise the
option. A form of the notice is attached to this option certificate. The notice must state the
number of shares of Common Stock for which your option is being exercised and must be accompanied
by the full purchase price of the shares being purchased. Payment shall be either (i) in cash, or
by certified or bank cashier’s check payable to the order of TeamStaff, free from all collection
charges; (ii) by delivery of shares of Common Stock of TeamStaff already owned by the Optionee
for at least six months prior to the date of exercise, which Common Stock shall be valued at Fair
Market Value on the date of exercise; or (iii) by a combination of the methods of payment specified
in (i) and (ii) above.



For these purposes, the market value per share of Common Stock shall be: (i) if the Common
Stock is traded on a national securities exchange or on the NASDAQ Stock Market System (“Nasdaq”),
the per share closing price of the Common Stock on the principal securities exchange on which they
are listed or on Nasdaq, as the case may be, on the date of exercise (or if there is no closing
price for such date of exercise, then the last preceding business day on which there was a closing
price); or (ii) if the Common Stock is traded in the over-the-counter market and quotations are
published on and inter-dealer quotation system (but not on Nasdaq), the closing bid price of the
Common Stock on the date of exercise as reported by thereon (or if there are no closing bid prices
for such date of exercise, then the last preceding business day on which there was a closing bid
price); or (iii) if the Common Stock is traded in the over-the-counter market but bid quotations
are not published on an inter-dealer quotation system, the closing bid price per share for the
Common Stock as furnished by a broker-dealer which regularly furnishes price quotations for the
Common Stock.



If notice of the exercise of this option is given by the person or persons other than you,
TeamStaff may require, as a condition to the exercise of this option, the submission to TeamStaff
of appropriate proof of the right of such person or person to exercise this option.



5. Issuance of Shares. Certificate for the shares purchased will be issued as soon as
practicable. TeamStaff, however, shall not be required to issue or deliver a certificate for any
shares until it has complied with all requirements of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, any stock exchange on which TeamStaff’s Common Stock
may then be listed and all applicable state laws in connection with the issuance or sale of such
shares or the listing of such shares.



6. No Rights Until Exercise. Until the issuance of the certificate for the shares, you
or such other person as may be entitled to exercise this option, shall have none of the rights of a
stockholder with respect to shares issuable upon exercise of this option.



7. Transferability. This option is personal to the Optionee and during the Optionee’s
lifetime may be exercised only by the Optionee. This option shall not be transferable other than by
will or the laws of descent and distribution, and as may be permitted under the Internal Revenue
Code, the federal securities laws and the rules and regulations promulgated thereunder. If notice
of the exercise of this option is given by the person or persons other than you, TeamStaff may
require, as a condition to the exercise of this option, the submission to TeamStaff of appropriate
proof of the right of such person or person to exercise this option.


 


2









 





8. Termination of Employment. Unless otherwise provided in an employment agreement
between the Company and the Optionee, in the event that an option holder ceases to be an employee
of TeamStaff or of any subsidiary for any reason other than permanent disability (as determined by
the
Board of Directors, or a committee of the board or as provided for in an employment agreement
between the Company and the Optionee) or death, this option shall automatically terminate.
Notwithstanding the foregoing, however, unless otherwise provided in an employment agreement
between the Company and the Optionee, upon termination of employment the Optionee shall continue to
have the right to exercise any unexercised portion of this option, which was otherwise exercisable
on the date of termination, for a period of three months from the date on which the Optionee ceased
to be so employed, but in no event after the Expiration Date, unless the employment of the Optionee
was determined to be for cause, in which event this Option will terminate on the date of that the
Optionee ceases to be an employee of the Company or a subsidiary. Unless otherwise provided in an
employment agreement between the Company and the Optionee, in the event of the death of Optionee
during this three month period, this option shall be exercisable by his or her personal
representatives, heirs or legatees to the same extent that the Optionee could have exercised this
option if he or she had not died, for three months from the date of death, but in no event after
the Expiration Date. Unless otherwise provided in an employment agreement between the Company and
the Optionee, in the event of the permanent disability of Optionee while an employee of TeamStaff
or of any subsidiary, this option shall be exercisable for 365 days after the date of permanent
disability, but in no event after the Expiration Date. In the event of the death of the Optionee
while an employee of TeamStaff or any Subsidiary, or during the 365 day period after the date of
permanent disability of the Optionee, that portion of the option which had become exercisable on
the date of death shall be exercisable by his or her personal representatives, heir or legatees at
any time prior to the expiration of 365 days months from the date of the death of Optionee, but in
no event after the Expiration Date.



9. Not an Employment Agreement. This option does not confer on the Optionee any right
to continue in the employ of TeamStaff or interfere in any way with the right of TeamStaff to
determine the terms of the Optionee’s employment.



10. Corporate Transactions. Subject to the terms and conditions which may be provided
in an employment agreement between the Company and the Optionee, in the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights
offering, or any other change in the corporate structure or stock of TeamStaff, the Board shall
make such adjustments, if any, as it deems appropriate in the number and kind of shares covered by
this option, or in the option price, or both. Notwithstanding any provision to the contrary, the
Committee or the Board may cancel, amend, alter or supplement any term or provision of this option
to avoid the penalty provisions of Section 4999 of the Code, subject to the terms of an employment
agreement between the Company and the Optionee. Subject to the terms and conditions which may be
set forth in an employment agreement between the Company and the Optionee, in the event of a merger
of one or more corporations with and into Company or any consolidation of the Company and one or
more corporations, or any other Change in Control (as defined in the Plan), the treatment of this
Option will be subject in all respects to the terms and conditions of the Plan, including
provisions which set forth the ability of the Company to determine the rights of the Optionee with
respect to this Option.



11. Capital Adjustments. The existence of the Option shall not affect in any way the
right or power of Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in Company’s capital structure or its
business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred
stock having a preference to or affecting Company’s common stock or of any rights thereof, or the
issuance of any securities convertible into any such common stock or of any rights, options, or
warrants to purchase any common stock, or the dissolution or liquidation of Company, any sale or
transfer of all or any part of its assets or business, or any other act or proceeding of Company,
whether of a similar character or otherwise. The securities with respect to which the Option is
granted are shares of common stock of the Company as presently
constituted, but if and whenever, prior to the delivery by Company of all the shares with respect
to which the Option is granted, the Company shall effect a subdivision or consolidation of shares
of its common stock or other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of such common stock outstanding, the number of
shares subject to the Option and the applicable Exercise Price shall be adjusted as provided for in
the Plan.


 


3









 





12. Securities Law Compliance. This option shall be subject to the requirement that if
at any time the Board shall determine that the registration, listing or qualification of the shares
covered hereby upon any securities exchange or under any federal or state law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of this option or the purchase of the shares, this option may not be
exercised unless and until such registration, listing, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the Board. The Board may
require that the person exercising this option shall make such representations and agreements and
furnish such information as it deems appropriate to assure compliance with the foregoing or any
other applicable legal requirements.



13. Tax Matters. To the maximum extent permissible under the Code, this Option is
intended to qualify for “incentive stock option” treatment under the provisions of Section 422 of
the Code. It is understood and acknowledged by Optionee, however, that all of the options
represented by this Option Certificate may not qualify as Incentive Stock Options. You are
therefore urged to consult with your individual tax advisor prior to exercising this Option since
the exercise of this Option may result in adverse tax consequences including the payment of
additional federal and/or state income taxes.



14. Withholding Tax. TeamStaff shall have the power and the right to deduct or
withhold, or require a Optionee to remit to TeamStaff as a condition precedent for the fulfillment
of any option exercise, an amount sufficient to satisfy Federal, state, and local taxes, domestic
or foreign, required by law or regulation to be withheld with respect to any taxable event arising
as a result of this option. Whenever Shares are to be issued or cash paid to an Optionee upon
exercise of an option, TeamStaff shall have the right to require the Optionee to remit to
TeamStaff, as a condition of exercise of the option, an amount sufficient to satisfy federal, state
and local withholding tax requirements at the time of exercise. However, notwithstanding the
foregoing, to the extent that a Optionee is an insider (as determined by the Board of Directors),
satisfaction of withholding requirements by having TeamStaff withhold Shares may only be made to
the extent that such withholding of Shares (1) has met the requirements of an exemption under Rule
16b-3 promulgated under the Exchange Act, or (2) is a subsequent transaction the terms of which
were provided for in a transaction initially meeting the requirements of an exemption under Rule
16b-3 promulgated under the Exchange Act.



15. Notices. All notices hereunder to TeamStaff shall be delivered or mailed to the
following address:




TEAMSTAFF, INC.

One Executive Drive, Suite 130

Somerset, New Jersey 08873

Attention: Chief Financial Officer



Such address for the service of notices may be changed at any time provided notice of such
change is furnished in advance to the Optionee.



16. Governing Law. This Agreement is granted and delivered in the State of New Jersey
and is intended to be construed and enforced under the laws thereof. The Holder submits to the
exclusive
jurisdiction and venue of the federal or state courts of New Jersey, to resolve any and all issues
that may arise out of or relate to this Option Agreement.


 


4









 





17. Certain Definitions. Capitalized terms used herein, to the extent not defined in
this Stock Option Agreement shall have the meanings ascribed to such term in the Plan.



18. General Provisions. This Option constitutes the entire agreement of the parties
and supersede all prior undertakings and agreements with respect to the subject matter
hereof. Except where otherwise indicated by the context, any masculine term used herein also shall
include the feminine, the plural shall include the singular, and the singular shall include the
plural. In the event any provision of this Agreement shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of this Agreement and
this Agreement shall be construed and enforced as if the illegal or invalid provision had not been
included. No fractional shares of Common Stock shall be issued or delivered pursuant to this
Option. The Company shall determine whether cash or other property shall be issued or paid in lieu
of fractional shares of Common Stock or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.



	 	 	 	 	 
	 	TEAMSTAFF, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Secretary:



	 	 	 
	 

Secretary

	 	 






 


5









 





OPTION EXERCISE FORM




	 	 	 
	TO:

	 	TeamStaff, Inc. 

One Executive Drive, Suite 130

Somerset, NJ 08873

Attn: Chief Financial Officer






Ladies/Gentlemen:



I irrevocably elect to exercise my right to purchase                      shares of Common Stock covered
by this Option Agreement and make full payment of the Exercise Price of such shares as follows
(PLEASE CHOOSE FORM OF PAYMENT).



o. Cash Purchase. I hereby elect to pay the exercise price in cash, and enclose a CERTIFIED
CHECK (or has wired payment) in the amount of $                    .



o. Cashless Exercise. I have enclosed                      shares of Common Stock of TeamStaff, Inc.
in accordance with the Option Agreement. I represent that I have owned the shares being delivered
for at least six months prior to the date of exercise.



o. Combination of Cash and Cashless. I elect to pay the exercise price in cash and stock,
and encloses a CERTIFIED CHECK (or has wired payment) in the amount of $                     and have
enclosed                      shares of Common Stock of TeamStaff, Inc. in accordance with the Option
Agreement. I represent that I have owned the shares being delivered for at least six months prior
to the date of exercise.



I understand and agree that TeamStaff shall have the power and the right to deduct or
withhold, or require me to remit to TeamStaff as a condition precedent for the fulfillment of any
option exercise, an amount sufficient to satisfy Federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any taxable event arising as
a result of this option. Further, I acknowledge that TeamStaff shall have the right to require me
to remit to TeamStaff, as a condition of exercise of the option, an amount sufficient to satisfy
federal, state and local withholding tax requirements at the time of exercise. However,
notwithstanding the foregoing, to the extent that a Optionee is an insider ( as determined by the
Board of Directors), satisfaction of withholding requirements by having TeamStaff withhold Shares
may only be made to the extent that such withholding of Shares (1) has met the requirements of an
exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) is a subsequent transaction
the terms of which were provided for in a transaction initially meeting the requirements of an
exemption under Rule 16b-3 promulgated under the Exchange Act.



Further, I agree to promptly notify TeamStaff of the sale of any of the shares I received upon
exercise of this option during the one year period commencing on the date I receive the
certificate for the shares.


 


6









 






Kindly deliver to me a certificate representing the shares as follows:




INSTRUCTIONS FOR DELIVERY



	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	(please typewrite or print in block letters)	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 
	 

	 	Signature
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Print Name:	 	 	 	 
	 

	 	 	 	 

	 	 







 


7