FORM OF NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
Exhibit
10.1 [c]
FORM
OF
NON-EMPLOYEE
DIRECTOR
Non-Qualified
Stock Option Agreement (the “Agreement”), dated as of ____________________
between Frozen Food Express Industries, Inc. (the “Company”) and
______________________, a non-employee director of the Company (the
“Optionee”).
WITNESSETH:
1. Pursuant
to the Frozen Food Express Industries, Inc. 1995 Non-Employee Director Stock
Option Plan (the “Plan”), the Company hereby grants to the Optionee an option
(the Option”) to purchase, upon the terms and conditions set forth herein,
_____ shares of the Common Stock (herein so called) of the Company at a
price of $_____ per
share. An adjustment in the number and class of shares issuable hereunder and
the price per share payable in connection with such issuance, as determined by
the Board of Directors of the Company, shall be made in the event of a merger,
consolidation, reorganization, recapitalization, subdivision or any other
similar change affecting the stock of the Company, provided that any such
adjustment in the number of shares shall be rounded to the nearest whole share
and no fractional shares shall be issued.
2. Except as
otherwise provided in the Plan or this Agreement, the Option is exercisable only
during the time periods and for the number of shares of Common Stock set forth
below:
|
Number
of Shares |
May
Not Be Exercised Before |
May
Not Be Exercised After |
|
__________ |
____________,
200___ |
____________,
201__ |
3. The
Option shall expire ten (10) years from the date it was originally granted,
which date was ____________________ (the “Expiration Date”), unless sooner
terminated as provided in Paragraphs 5, 6 and 7 of this Agreement.
4. The
option price for shares purchased shall be paid in full at the time the Option
is exercised, and no shares shall be delivered until full payment has been made.
The Option shall be exercised on the day when written notice of such exercise
has been received by the Company at its principal place of business from the
person entitled to exercise the Option, accompanied by full payment of the
purchase price (i) in cash or by check to the order of the Company, (ii) in the
form of shares of Common Stock already owned by the Optionee, duly endorsed to
the order of the Company, having a Fair Market Value (as defined in the Plan)
equal to the purchase price payable in connection with such exercise, or (iii)
by a combination of (i) and (ii), and such other documents, if any, as the
Company shall require. Upon receipt of all such documents and payments, the
shares shall be deemed to have been issued or sold and the Optionee shall be
entitled to receive such shares and shall then be a shareholder with respect to
such shares, and the shares shall be considered fully paid and non-assessable.
No adjustment will be made for a dividend or other rights for which the record
date is prior to the date of the exercise of the Option and payment for the
shares is received by the Company, except as specifically provided in the
Plan.
5. During
the lifetime of the Optionee, the Option may be exercised only by the Optionee
and by persons to whom transfers of Options are expressly permitted by this
Paragraph. If the Optionee dies while serving on the Board, the Option shall
become fully vested as of the date of the Optionee’s death and may exercised by
his or her estate or a person who has acquired the right to exercise the Option
by will or the laws of descent and distribution at any time or times prior to
the second anniversary of the date of the Optionee’s death; provided that in no
event may the Option be exercised after the Expiration Date. This Option is
transferable by the Optionee by (i) a gift to a member of the Optionee’s
Immediate Family or (ii) a gift to an inter vivos or testamentary trust in
which members of the Optionee’s Immediate Family have a beneficial interest of
more than 50% and which provides that the Option is to be transferred to the
beneficiaries upon the Optionee’s death. For the purposes of the preceding
sentence, “Immediate Family” shall mean any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include
adoptive relationships. In the event of any transfer permitted by this Stock
Option Agreement, the Plan and the Stock Option Agreement (except for those
provisions of both that permit transfers by the Optionee) shall apply to any
transferee to the same extent as to the Optionee.
6. If the
Optionee ceases to be a director of the Company for any reason other than death,
the Optionee may exercise such portion of his or her Option as had vested prior
to his or her ceasing to be a director of the Company at any time or times prior
to the second anniversary of the date the Optionee ceased to be a director of
the Company; provided that in no event may the Option be exercised after the
Expiration Date. In the event of the death of the Optionee within six months
after his or her ceasing to be a director of the Company, any vested portion of
the Option may be exercised by the Optionee’s estate or a person who has
acquired the right to exercise the Option by will or the laws of descent and
distribution at any time or times prior to the second anniversary of the date of
the Optionee’s death; provided that in no event may the Option be exercised
after the Expiration Date.
7. Except as
expressly provided in Paragraph 5 above, the Option shall not be sold,
pledged, assigned or transferred in any manner except by will or by the laws of
descent and distribution, and any attempt to do so in violation of this
prohibition, whether voluntary, involuntary, by operation of law or otherwise,
shall immediately void the Option and, during the Optionee’s lifetime, is
exercisable only by the Optionee.
8. It is not
intended that the Option be an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code. As a non-qualified stock option, the
Option’s exercise by the Optionee or the Optionee’s legal representative may
result in taxable income (as it is defined in the Internal Revenue Code) to the
Optionee or to the Optionee’s estate. Upon the issuance of Common Stock as a
result of the exercise of the Option, the Optionee shall provide the Company
with the funds to enable it to pay any tax required by any government to be
withheld or paid.
9. Unless
the shares to be issued upon exercise of the Option have been effectively
registered under the Securities Act of 1933, as now in force or hereafter
amended, or in the opinion of counsel for the Company, no such registration is
necessary, the Company shall be under no obligation to issue any shares covered
by the Option. Notwithstanding the foregoing provisions of this Agreement, as a
condition to the exercise of the Option and provided that the Optionee has not
held the Option for a period of six months from the date of grant, the Optionee
shall agree not to dispose of the Common Stock obtained upon exercise of the
Option until the expiration of six months from the date of grant of the Option
unless such disposition is in a transaction which is exempt form the provisions
of Section 16 of the Securities Exchange Act of 1934, as amended.
10. The
Optionee acknowledges that the Option is subject to the terms and conditions of
the Plan, a copy of which has been delivered to him, and in the event of an
inconsistency between this Agreement and the terms of the Plan, the terms of the
Plan shall control.
11. Any
notice to the Company shall be addressed to it, in care of its Secretary, at
0000 Xxxxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, or to such other address as may
be designated by the Company. Any communication to the Optionee shall be sent to
the address shown below or such other address as may be provided to the Company
in writing by the Optionee.
IN
WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of
the date first above written.
| Attest: | Frozen Food Express Industries, Inc. |
| By: | Its: Chairman of the Board |
| Secretary | Optionee |
| Address: |
