EMPLOYEE INCENTIVE STOCK OPTION CERTIFICATE
Date of Grant: November 17, 2004
Option No.: EO-56
Name of Optionee: T. Kent Smith
Number of Shares: 48,076
Exercise Price Per Share: $2.08
Expiration Date: November 17, 2009
Effective on the date of grant specified above, TEAMSTAFF, INC. has granted to the above-
named Optionee under the 2000 Employee Stock Option 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 2000 Option Plan which is incorporated in this option as
though set forth in full.
The terms and conditions of this option are as follows:
1. 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. 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:
After November 17, 2006, all of the shares covered by this option become vested
and you may purchase up to the total number of the shares covered by this option.
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.
3. Except as provided in Section 7, 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.
4. 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 bei