Exhibit
10.3.9.3


 


WESTAFF,
INC.


NOTICE
OF GRANT OF STOCK OPTION


 


Notice
is hereby given of the following option grant (the “Option”) to purchase shares
of the Common Stock of Westaff, Inc. (the “Corporation”):


 


	
  Optionee:

  	
   

  	
  Patricia M. Newman

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  April 7, 2005

  
	
   

  	
   

  	
   

  
	
  Vesting Commencement Date:

  	
   

  	
  April 7, 2006

  
	
   

  	
   

  	
   

  
	
  Exercise Price:

  	
   

  	
  $3.22 per share

  
	
   

  	
   

  	
   

  
	
  Number of Option Shares:

  	
   

  	
  155,275 shares

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
  April 7, 2010

  
	
   

  	
   

  	
   

  
	
  Type of Options:

  	
   

  	
  Incentive Stock Option

  
	
   

  	
   

  	
   

  
	
  Exercise Schedule:

  	
   

  	
  The Option shall vest in accordance with the
  following schedule. In no event

  
	
  shall the Option become exercisable for any
  additional Option Shares after Optionee’s cessation of Service.

  



 


	
  DATE

  	
   

  	
  VESTED OPTION SHARES

  
	
   

  	
   

  	
   

  
	
  April 7, 2006
  (Vesting Commencement Date)

  	
   

  	
  31,055

  
	
  April 7, 2007

  	
   

  	
  31,055

  
	
  April 7, 2008

  	
   

  	
  31,055

  
	
  April 7, 2009

  	
   

  	
  31,055

  
	
  April 7, 2010

  	
   

  	
  Any remaining
  shares that have not yet vested

  



 


Notwithstanding
the foregoing vesting schedule, the Options shall become fully vested and
exercisable if Optionee is terminated without Cause within one year of the
effective date of a “Change in Control,” a “Corporate Transaction,” or a “Hostile
Take-Over” as such terms are defined in the Plan, whichever event shall first
occur while Optionee is employed the Corporation and notwithstanding any
assumption, substitution or replacement of such grants in connection with such
event.


 


Optionee
understands and agrees that the Option is granted subject to and in accordance
with the terms of the Westaff, Inc. 1996 Stock Option/Stock Issuance Plan (the “Plan”).  Optionee further agrees to be bound by the
terms of the Plan and the terms of the Option as set forth in the Stock Option
Agreement attached hereto as Exhibit A.


 


Optionee
hereby acknowledges receipt of a copy of the official prospectus for the Plan
and a copy of the Plan in the forms attached hereto as Exhibit B.


 





















 


No
Employment or Service Contract.  Nothing in this Notice or in the attached
Stock Option Agreement or in the Plan shall confer upon Optionee any right to
continue in Service for any period of specific duration of interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining Optionee) or of Optionee, which rights are
hereby expressly reserved by each, to terminate Optionee’s Service at any time
for any reason, with or without cause.


 


Definitions.
All capitalized terms in this Notice shall have the meaning assigned to them in
this Notice, the Plan or in the attached Stock Option Agreement.


 


April
7, 2005


	
   

  	
  WESTAFF, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Robert Stover

  	
   

  
	
   

  	
   

  	
  Name:

  	
  W. Robert Stover 

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia M. Newman

  	
   

  
	
   

  	
   

  	
  Patricia M. Newman

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  115 Samuel Court

  Clayton, CA 94517

  
					



 





















 


WESTAFF,
INC.


NOTICE OF
GRANT OF STOCK OPTION


 


Notice is hereby given of
the following option grant (the “Option”) to purchase shares of the Common
Stock of Westaff, Inc. (the “Corporation”):


 


	
  Optionee:

  	
   

  	
  Patricia M. Newman

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  April 7, 2005

  
	
   

  	
   

  	
   

  
	
  Vesting Commencement
  Date:

  	
   

  	
  April 7, 2006

  
	
   

  	
   

  	
   

  
	
  Exercise Price:

  	
   

  	
  $3.22 per share

  
	
   

  	
   

  	
   

  
	
  Number of Option Shares:

  	
   

  	
  44,725

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
  April 7, 2010

  
	
   

  	
   

  	
   

  
	
  Type of Option:

  	
   

  	
  Non-Statutory Stock
  Option

  
	
   

  	
   

  	
   

  
	
  Exercise Schedule:

  	
   

  	
  The Option shall vest in accordance with the
  following schedule. In no event

  
	
  shall the Option become exercisable for any
  additional Option Shares after Optionee’s cessation of Service.

  



 


	
  DATE

  	
   

  	
  VESTED OPTION SHARES

  
	
   

  	
   

  	
   

  
	
  April 7, 2006
  (Vesting Commencement Date)

  	
   

  	
  8,945

  
	
  April 7, 2007

  	
   

  	
  8,945

  
	
  April 7, 2008

  	
   

  	
  8,945

  
	
  April 7, 2009

  	
   

  	
  8,945

  
	
  April 7, 2010

  	
   

  	
  Any remaining
  shares that have not yet vested

  



 


Notwithstanding
the foregoing vesting schedule, the Options shall become fully vested and
exercisable if Optionee is terminated without Cause within one year of the
effective date of a “Change in Control,” a “Corporate Transaction,” or a
“Hostile Take-Over” as such terms are defined in the Plan, whichever event
shall first occur while Optionee is employed the Corporation and
notwithstanding any assumption, substitution or replacement of such grants in
connection with such event.


 


Optionee understands and
agrees that the Option is granted subject to and in accordance with the terms
of the Westaff, Inc. 1996 Stock Option/Stock Issuance Plan (the “Plan”). Optionee
further agrees to be bound by the terms of the Plan and the terms of the Option
as set forth in the Stock Option Agreement attached hereto as Exhibit A.


 





















 


Optionee hereby
acknowledges receipt of a copy of the official prospectus for the Plan in the
form attached hereto as Exhibit B.  A
copy of the Plan is available upon request made to the Corporate Secretary at
the Corporation’s principal offices.


 


No Employment or Service
Contract.  Nothing in
this Notice or in the attached Stock Option Agreement or in the Plan shall
confer upon Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Corporation (or any Parent or Subsidiary employing or retaining
Optionee) or of Optionee, which rights are hereby expressly reserved by each,
to terminate Optionee’s Service at any time for any reason, with or without
cause.


 


Definitions.  All capitalized terms in this Notice shall
have the meaning assigned to them in this Notice or in the attached Stock
Option Agreement.


 


Dated as of April 7, 2005


 


 


	
   

  	
  WESTAFF, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Robert Stover

  	
   

  
	
   

  	
   

  	
  Name:

  	
  W. Robert Stover 

  
	
   

  	
   

  	
  Title:  Chairman
  of the Board

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia M. Newman

  	
   

  
	
   

  	
   

  	
  Patricia M. Newman

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  115 Samuel Court

  Clayton, CA 94517