exv10w2



 





Exhibit-10.2




COMSYS IT PARTNERS, INC.

AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN




FORM OF

STOCK OPTION AGREEMENT




     This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant
set forth below (the “Date of Grant”) by and between COMSYS IT Partners, Inc., a Delaware
corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms
not defined herein will have the meanings ascribed to them in the Company’s Amended and Restated
2004 Stock Incentive Plan (the “Plan”).



	 	 	 
	Participant:
	 	                                                             
             
	Total Option Shares:
	 	                               
                
                 
        

	Exercise Price Per Share:
	 	$                    
	Date of Grant:
	 	                                 ,             

	Expiration Date:
	 	                                 ,             

	Type of Stock Option:
	 	Nonqualified Stock Option






     1. Grant of Option. The Company hereby grants to Participant a non-qualified stock
option (this “Option”) to purchase the total number of shares of Common Stock of the Company set
forth above as Total Option Shares (the “Shares”) at the Exercise Price Per Share set forth above
(the “Exercise Price”), subject to all of the terms and conditions of this Agreement and the Plan.
The Option is not intended to be an “incentive stock option” within the meaning of Section 422 of
the Code.



     2. Exercise Period.



          2.1 Provided Participant continues to provide Continuous Service to the Company or any
Subsidiary, the Option will become vested and exercisable as follows:
________________________________________________________________________________________________
________________________________________________________________________________________________________

.. Except as provided in this Agreement, in any applicable employment agreement or in a resolution of
the Company’s Compensation Committee, any unvested portion of the Option will not be exercisable on
or after Participant’s termination of Continuous Service (the “Termination Date”) and will
immediately terminate on such Termination Date.




          2.2 The Option will expire on the Expiration Date set forth above or earlier as provided in
Section 2.1, 3, or 10 of this Agreement or, if applicable, pursuant to the terms of the Plan,
including, without limitation, Sections 13(b) and/or 18 of the Plan.




     3. Termination of Continuous Service.



          3.1 If Participant’s Continuous Service is terminated, the Option will remain exercisable as
follows:




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               (a) If Participant’s termination of Continuous Service is due to death, any unvested portion
of the Option will terminate and all vested Options will be exercisable by Participant’s designated
beneficiary, or if none, the person(s) to whom such Participant’s rights under the Option are
transferred by will or the laws of descendent and distribution for one (1) year following the
Termination Date (but in no event beyond the term of the Option).



               (b) If Participant’s termination of Continuous Service is due to Disability, all unvested
Options will terminate and all vested Options will be exercisable by Participant for one (1) year
following the Termination Date (but in no event beyond the term of the Option).



               (c) If Participant’s termination of Continuous Service is due to termination for Cause, the
Option will terminate on the Termination Date, regardless of whether the Option was then
exercisable.



               (d) If Participant’s termination of Continuous Service is due to any other reason, all
unvested Options will terminate on the Termination Date and all Options (to the extent exercisable
as of the Termination Date) will be exercisable for a period of three (3) months following such
Termination Date (but in no event beyond the term of the Option) and will thereafter terminate.
The Participant’s status as an employee will not be considered terminated in the case of leave of
absence agreed to in writing by the Company (including but not limited to military and sick leave);
provided, however, that, such leave is for a period of not more than three
(3) months or reemployment upon expiration of such leave is guaranteed by contract or statute.



          3.2 Nothing in the Plan or this Agreement will confer on Participant any right to the
continuation of service with the Company, or any of its Subsidiaries, or interfere in any way with
the right of the Company or its Subsidiaries to terminate his or her Continuous Service at any
time.




     4. Manner of Exercise.



          4.1 A Participant (or in the case of exercise after Participant’s death or incapacity,
Participant’s executor, administrator, heir or legatee, as the case may be) may exercise the Option
by giving written notice of exercise to the Company in a form approved by the Company specifying
the number of whole shares of Common Stock to be purchased; provided, however,
that Participant must exercise the greater of 100 Shares or remaining number of Shares
subject to the Option. Such notice must be accompanied by the payment in full of the Option
exercise price with respect to the Shares to be purchased. The exercise price of the Option may be
paid in the following manner: (a) cash or certified or bank check, (b) if established by the
Company, through a “same day sale” commitment from the Participant and a broker-dealer that is
acceptable to the Company that is a member of the National Association of Securities Dealers (an
“NASD Dealer”) whereby the Participant irrevocably elects to exercise the Option and to sell a
portion of the shares so purchased sufficient to pay for the total exercise price and whereby the
NASD Dealer irrevocably commits upon receipt of such shares to forward the total exercise price
directly to the Company, (c) through additional methods prescribed by the Committee, all under such
terms and conditions as deemed appropriate by the Committee in its




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discretion, or (d) by any combination of the foregoing, and, in all instances, to the extent
permitted by applicable law. A Participant’s subsequent transfer or disposition of any Common
Stock acquired upon exercise of an Option will be subject to any Federal and state laws then
applicable, specifically securities laws, and the terms and conditions of the Plan.




          4.2 Upon any exercise of the Option or under any other circumstances determined by the
Committee in its sole discretion, the Company will have the right to require any Participant, and
such Participant by accepting the Option hereby agrees, to pay to the Company the amount of any
Federal, state, local income taxes or other taxes incurred by reason of the exercise of the Option
that the Company may be required to withhold with respect thereto. Participant will pay to the
Company such amount as the Company deems necessary to satisfy its minimum tax withholding
obligation and such payment will be made: (i) in cash, (ii) to the extent authorized by the
Committee, by having the Company retain shares which would otherwise be delivered upon exercise of
an Option, (iii) to the extent authorized by the Committee, by delivering or attesting to ownership
of Shares owned by the Participant for at least six (6) months prior to the exercise of such Option
or (iv) by any combination of any such methods. For purposes hereof, Shares will be valued at Fair
Market Value.




     5. Issuance of Shares. Except as otherwise provided in the Plan or this Agreement, as
promptly as practicable after receipt of such written notification of exercise and full payment of
the Exercise Price and any required income tax withholding, the Company will issue or transfer to
Participant the number of Shares with respect to which the Option has been so exercised (less
shares withheld in satisfaction of tax withholding obligations, if any), and will deliver to
Participant a certificate or certificates therefor registered in Participant’s name.



     6. Company; Participant.



          6.1 The term “Company” as used in this Agreement with reference to Continuous Service will
include the Company and its Subsidiaries, as appropriate.




          6.2 Whenever the word “Participant” is used in any provision of this Agreement under
circumstances where the provision should logically be construed to apply to the beneficiaries, the
executors, the administrators, or the person or persons to whom the Option may be transferred by
will or by the laws of descent and distribution, the word “Participant” will be deemed to include
such person or persons.




     7. Non-Transferability. The Option is not transferable by Participant otherwise than
to a designated beneficiary upon death or by will or the laws of descent and distribution, and is
exercisable during Participant’s lifetime only by the Participant. No assignment or transfer of
the Option, or of the rights represented thereby, whether voluntary or involuntary, by operation of
law or otherwise (except to a designated beneficiary, upon death, by will or the laws of descent
and distribution), will vest in the assignee or transferee any interest or right herein whatsoever,
but immediately upon such assignment or transfer the Option will terminate and become of no further
effect.



     8. Rights as Shareholder. Participant will have no rights as shareholder with respect
to any Shares until he or she has exercised the Option with respect to any Shares and become the



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holder of record of such Shares, and no adjustment will be made for dividends or distributions
or other rights in respect of such Shares for which the record date is prior to the date upon which
he or she becomes the holder of record thereof.




     9. Adjustments. The Option may be adjusted or terminated in any manner as
contemplated by the Plan or this Agreement.



     10. Forfeiture. The Option is subject to the forfeiture provisions contained in
Section 13(b) of the Plan.



     11. Compliance with Law. Notwithstanding any of the provisions hereof, Participant
hereby agrees that he or she will not exercise the Option, and that the Company will not be
obligated to issue or transfer any Shares to Participant hereunder, if the exercise hereof or the
issuance or transfer of such Shares will constitute a violation by Participant or the Company of
any provisions of any law or regulation of any governmental authority. Any determination in this
connection by the Committee will be final, binding and conclusive. The Company will in no event be
obliged to register any securities pursuant to the Securities Act (as now in effect or as hereafter
amended) or to take any other affirmative action in order to cause the exercise of the Option or
the issuance or transfer of Shares pursuant thereto to comply with any law or regulation of any
governmental authority.



     12. Notice. Every notice or other communication relating to this Agreement will be in
writing, and will be mailed to or delivered to the party for whom it is intended at such address as
may from time to time be designated by it in a notice mailed or delivered to the other party as
herein provided; provided, however, that, unless and until some other
address is so designated, all notices or communications by Participant to the Company will be
mailed or delivered to the Company at 10700 Sikes Place, Suite 395, Charlotte, NC 28277, Attention
General Counsel, and all notices or communications by the Company to Participant may be given to
Participant personally or may be mailed to him or her at the address then maintained for
Participant in the records of the Company.



     13. Governing Law. This Agreement will be construed and interpreted in accordance
with the laws of the State of Delaware without regard to its conflict of law principles.



     14. Plan. The terms and provisions of the Plan (as amended from time to time) are
incorporated herein by reference, and Participant hereby acknowledges receiving a copy of the Plan.
In the event of a conflict or inconsistency between the discretionary terms and provisions of the
Plan and the provisions of this Agreement, this Agreement will govern and control.



     15. Tax Consequences. Set forth below is a brief summary as of the Effective Date of
the Plan of some of the federal tax consequences relating to the exercise of the Option and the
disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THE OPTION OR
DISPOSING OF ANY SHARES.



          15.1 There may be a Federal income tax liability upon the exercise of the Option. Participant
will be treated as having received compensation income (taxable at ordinary




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income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares
purchased on the date of exercise over the Exercise Price therefor. If Participant is a current or
former employee of the Company, the Company may be required to withhold from Participant’s
compensation or collect from Participant and pay to the applicable taxing authorities an amount
equal to a percentage of this compensation income at the time of exercise.




          15.2 The following tax consequences may apply upon disposition of the Shares.




               (a) If the Shares purchased are held for less than 12 months after the date of the exercise of
the Option, any gain realized on disposition of the Shares will be treated as short-term capital
gain.



               (b) If the Shares purchased are held for more than 12 months after the date of the exercise of
the Option, any gain realized on disposition of the Shares will be treated as long-term capital
gain.



     16. Successors and Assigns. The Company may assign any of its rights under this
Agreement. This Agreement will be binding upon and inure to the benefit of the successors and
assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement
will be binding upon Participant and Participant’s heirs, executors, administrators and legal
representatives.



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          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in duplicate by its
duly authorized representative and Participant has executed this Agreement in duplicate, effective
as of the Date of Grant.




	 	 	 	 	 
	COMSYS IT PARTNERS, INC. 

 	 	 PARTICIPANT



	By:  	 	 	 
	 	Ken R. Bramlett, Jr. 	 	(signature)
	 	Senior Vice President 	 	 
	 
	 	 	 
	
 	 	Printed Name 
	 	 	 
	 	 	 
	 




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