SWIFT TRANSPORTATION CO., INC. 2003 STOCK INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT
Exhibit 10.2
SWIFT TRANSPORTATION CO., INC.
2003 STOCK INCENTIVE PLAN
NON-STATUTORY STOCK OPTION AGREEMENT
BY THIS STOCK OPTION AGREEMENT (“Agreement”) made and entered into this 3rd day of November, 2004 (“Grant Date”), SWIFT TRANSPORTATION CO., INC., a Nevada corporation (the “Company”) and Xxxxxx X. Xxxxxxxxxx, a key employee of the Company (the “Optionee”) hereby state, confirm, represent, warrant and agree as follows:
1.1 The Company, through its Board of Directors (the “Board”), has determined that in order to attract and retain the best available personnel for positions of substantial responsibility to provide successful management of the Company’s business, it must offer a compensation package that provides key employees of the Company a chance to participate financially in the success of the Company by developing an equity interest in it.
1.2 As part of the compensation package, the Company had adopted the Swift Transportation Co., Inc. 2003 Stock Incentive Plan (the “Plan”) effective as of May 22, 2003.
1.3 Shareholders of the Company have adopted and approved the Plan on May 22, 2003 authorizing 5,000,000 shares for issuance.
1.4 By this Agreement, the Company and the Optionee desire to establish the terms upon which the Company is willing to grant to the Optionee, and upon which the Optionee is willing to accept from the Company an option to purchase shares of common stock of the Company (“Common Stock” or “Shares”).
2.4 Payment of Purchase Price. Payment of the Purchase Price may be made as follows:
(a) In United States dollars in cash, or by check, promissory note or other property acceptable to the Company, or
(b) At the election of the Optionee, through the delivery of shares of Common Stock held for longer than six (6) months with an aggregate “Fair Market Value” (as defined in the Plan) at the date of such delivery, equal to the Purchase Price, or
(c) By a combination of both (a) and (b) above.
The Board shall determine acceptable methods for rendering Common Stock as payment upon exercise of an Option and may impose such limitations and conditions on the use of Common Stock to exercise an Option as it deems appropriate. At the election of the Optionee pursuant to Article 13 of the Plan, and subject to the acceptance of such election by the Board, to satisfy the Company’s withholding obligations, it may retain such number of shares of Common Stock subject to the exercised Option which have an aggregate Fair Market Value on the date of exercise equal to the Company’s aggregate federal, state, local and foreign tax withholding and FICA and FUTA obligations with respect to income generated by the exercise of the Option by Optionee.
Elapsed Number of Years | Cumulative Percentage of | |||
After Grant Date Which Option May Be Exercised |
Shares Subject to Options As To |
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1 |
20 | % | ||
2 |
40 | % | ||
3 |
60 | % | ||
4 |
80 | % | ||
5 |
100 | % |
For purposes of the foregoing schedule, a year is measured from the Grant Date to the anniversary of the Grant Date and between anniversary dates thereof. In accordance with Paragraph 2.8(b) hereof, the Options shall be one hundred percent (100%) vested upon the termination of Optionee’s employment by the Company without cause (as that term is defined in the Employment Agreement, dated of even date herewith, between the Company and Optionee, or pursuant to the applicable provisions of any amendment thereto or replacement employment agreement (such employment agreement or replacement thereof, as the same may be amended from time to time, being referred to herein as, the “Employment Agreement”)) or upon termination of Optionee’s employment by Optionee for good reason (as that term is defined in the Employment Agreement).
(a) Thirty (30) days after the termination of the Optionee’s employment other than for death or Disability (as defined in the Plan);
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(b) Termination of the Optionee’s employment on account of Disability before the Option lapses, unless it is previously exercised, on the earlier of (i) the scheduled termination date of the Option; or (ii) 12 months after the date of the Optionee’s termination of employment on account of Disability. Upon the Optionee’s Disability, any Options exercisable at the Optionee’s Disability may be exercised by the Optionee’s legal representative or representatives;
(c) One year after the Optionee’s death; or
(d) Ten years from the Grant Date, except in the event of death.
2.8 Change of Control; Other Acceleration.
(a) If a “Change of Control” (as defined in the Plan) occurs, options subject to this Agreement are converted, assumed, or replaced by a successor, and the Optionee’s employment with the Company is terminated without Cause within 18 months following the date of the Change of Control, all outstanding options subject to this Agreement shall become fully exercisable. If a Change of Control occurs and options subject to this Agreement are not converted, assumed, or replaced by a successor, all outstanding options subject to this Agreement shall become fully exercisable.
(b) In addition and notwithstanding the foregoing, all outstanding options subject to this Agreement shall become fully exercisable if and to the extent provided pursuant to the terms of the Employment Agreement.
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SWIFT TRANSPORTATION CO., INC., a | ||||
Nevada corporation | ||||
By | /s/ Xxxxx Xxxxx | |||
Its: Chief Executive Officer | ||||
/s/ Xxxxxx X. Xxxxxxxxxx |
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“OPTIONEE” |
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