Exhibit 4-28
Option No. 2002-8
STONEPATH GROUP, INC.
STOCK OPTION AGREEMENT
UNDER THE
STONEPATH GROUP, INC.
AMENDED AND RESTATED
2000 STOCK INCENTIVE PLAN (the "Plan")
This Agreement is made as of the date set forth on Schedule A hereto
(the "Grant Date") by and between Stonepath Group, Inc. (the "Corporation"), and
the person named on Schedule A hereto (the "Holder").
WHEREAS, Holder is a valuable employee of the Corporation or one of its
subsidiaries and the Corporation considers it desirable and in its best interest
that Holder be given an inducement to acquire a proprietary interest in the
Corporation and an incentive to advance the interests of the Corporation by
granting the Holder an option to purchase shares of common stock of the
Corporation (the "Common Stock");
WHEREAS, to cover the granting of such Options, the Corporation has
adopted the Amended and Restated 2000 Stock Incentive Plan (the "Plan");
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree that as of the Grant Date, the Corporation hereby grants Holder an
option to purchase from it, upon the terms and conditions set forth in the Plan,
that number of shares of the authorized and unissued Common Stock of the
Corporation as is set forth on Schedule A hereto.
1. Terms of Stock Option. The option to purchase Common Stock granted
hereby is subject to the terms, conditions, and covenants set
forth in the Plan as well as the following:
(a) The Holder has been provided with, reviewed and fully
understood, the terms, conditions and covenants, of the Plan;
(b) Except as otherwise provided in this Stock Option Agreement,
this Option is granted under, governed by, and subject in its
entirety to, the terms of the Plan;
(c) The Holder has been provided with, and fully understands, the
"Disclosure Document for the Stonepath Group, Inc. Amended
and Restated 2000 Stock Incentive Plan";
(d) This Option shall constitute an Incentive Stock Option which
is intended to qualify under Section 422 of the Internal
Revenue Code of 1986, as amended.
(e) The per share exercise price for the shares subject to this
option shall be no less than the Fair Market Value (as
defined in the Plan) of the Common Stock on the Grant Date,
which exercise price is set forth on Schedule A hereto;
(f) This Option shall vest in accordance with the vesting
schedule set forth on Schedule A hereto; and
(g) No portion of this option may be exercised more than ten (10)
years from the Grant Date.
2. Termination of Service. Notwithstanding the provisions of the Plan
to the Contrary:
(a) If during the term of Holder's employment agreement with the
Corporation dated January 10, 2002 (the "Employment Term"),
the Holder shall cease to perform Service to the Corporation
as a result of termination of Holder's employment by the
Corporation "For Cause" (as hereafter defined) or termination
or resignation by Holder without "Good Reason" (as hereafter
defined), then, notwithstanding any provisions otherwise
contained in the Plan or this Option Agreement, any Options
then exercisable on the date of such termination or
resignation, shall only be exercisable for a period of ninety
(90) days thereafter; and if not exercised within that
period, such Options shall lapse and be of no further force
and effect. All remaining Options not exercisable at the time
of Holder's termination or resignation as covered by this
subparagraph (a), shall lapse and be of no further force and
effect.
(b) If during the Employment Term, the Holder shall cease to
perform Service to the Corporation as a result of termination
of Holder's employment by the Corporation other than For
Cause or by Holder for Good Reason, then, notwithstanding any
provisions otherwise contained in the Plan or in this Option
Agreement, any Options then exercisable on the date of such
termination shall be exercisable until the later of: (i) the
scheduled termination of Holder's then effective employment
agreement with the Corporation, or (ii) one year from the
date of such termination. All remaining Options not
exercisable at the time of such termination shall lapse and
be of no further force and effect.
[2. Termination of Service. Notwithstanding any provisions of the Plan
to the Contrary:
(a) If during the term of this Option, Holder either: (is
terminated by the Corporation other than "For Cause" (or
other than for death or disability as covered in Section 2(b)
below); then, and in either of those events, notwithstanding
any provision in the Plan to the contrary, upon such
termination (x) Holder shall fully vest in 100% of this
Option; and (y) the period in which this Option may be
exercised shallb e for the entire term of the Option.
(b) If during the term of this Option, Holder's employment with
the Corporation is terminated as a result of Holder's death
or disability, then and in either of those events,
notwithstanding any provision in the Plan to the contrary,
upon such termination (x) Holder shall fully vest in 100% of
this Option; and (y) the period in which this Option may be
exercised shall be for the entire term of the Option.]
3. Definitions. As used in this Option Agreement, the following terms
shall be defined as set forth hereafter. Unless otherwise defined
herein, all terms used in this Option Agreement shall have the
meaning ascribed within the Plan.
(a) For the purposes of this Option, the term "Change of Control"
shall have the meaning ascribed thereto in Holder's then
effective employment agreement with the Corporation; and if
Holder remains employed by the Corporation at a time when no
employment agreement is in effect, the term "Change of
Control" shall have the meaning ascribed thereto in the Plan.
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(b) "For Cause" shall be defined as provided in the Holder's then
effective employment agreement with the Corporation; and if
Holder remains employed by the Corporation at the time when
no employment agreement is in effect, the term "For Cause"
shall have the meaning within Holder's most recently
effective employment agreement.
(c) "Good Reason" shall be defined as provided in the Holder's
then effective employment agreement with the Corporation and
if Holder remains employed by the Corporation at the time
when no employment agreement is in effect, the term "Good
Reason" shall have the meaning within Holder's most recently
effective employment agreement.
4. Miscellaneous.
(a) This Agreement is binding upon the parties hereto and their
respective heirs, personal representatives, successors and
assigns.
(b) This Agreement will be governed and interpreted in accordance
with the laws of the State of Delaware, and may be executed
in more than one counterpart, each of which shall constitute
an original document.
(c) No alterations, amendments, changes or additions to this
agreement will be binding upon either the Corporation or
Holder unless reduced to writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.
STONEPATH GROUP, INC.
By:
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Authorized Executive Officer
HOLDER
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Signature
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Print Name
3
Schedule A
1. Holder: Xxxx Xxxxx
2. Grant Date: July 3, 2002
3. Number of Shares of Common Stock covered by the Option: 200,000
4. Exercise Price: $1.30
5. The Option shall vest in accordance with the following schedule:
(a) General Vesting Provisions:
(i) Options to purchase 50,000 shares shall vest on July 3,
2003, provided Holder remains continuously employed by the
Corporation from the Grant Date through July 3, 2003; and if
Holder shall not remain continuously employed by the
Corporation through July 3, 2003, he shall forfeit upon such
termination of Service (as defined in the Plan), the right
to vest in any of the Options granted under this Agreement;
(ii) thereafter, commencing July 4, 2003, options to purchase
4,166.66 shares shall vest on a monthly basis at the
beginning of each month, for a period of 36 consecutive
months for as long, during that 36-month period, that Holder
remains continuously employed by the Corporation; and once a
termination of Service occurs, all unvested Options as of
the date of the termination of Service shall no longer
continue to vest after the end of the month preceding the
month in which the termination of Service occurred, and
thereafter Holder forfeits any and all rights to any
unvested Options;
(b) Upon a Change of Control:
(iii) Notwithstanding any provision to the contrary in the Plan,
or as set forth above, in the event of a Change of Control
during the term of Holder's employment with the Corporation,
all of the Options granted hereunder shall fully vest as of
the date of the Change of Control;
(c) Other:
(iv) upon whatever earlier dates as are permitted by the
Corporation in its sole discretion; or
(v) as otherwise provided for, and in accordance with, the terms
and provisions of the Plan.
6. Once a termination of Service occurs, all Options to which Holder is
then entitled to exercise may only be exercised, if at all, in accordance with,
and subject to, the terms and provisions of the Plan, unless otherwise provided
for in this Option Agreement.
STONEPATH GROUP, INC.
By:
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Authorized Executive Officer
HOLDER
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Signature
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Print Name
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