Exhibit 4.17
Option No. 2003-3
STONEPATH GROUP, INC.
NON-QUALIFIED 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 "Optionee").
WHEREAS, Optionee is a valuable employee of the Corporation or one of
its subsidiaries and the Corporation considers it desirable and in its best
interest that Optionee 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 Optionee options (the "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 Optionee
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 Optionee has been provided with, reviewed and fully
understood, the terms, conditions and covenants, of the Plan;
(b) This Option is granted under, and subject in its entirety to,
the terms of the Plan;
(c) The Optionee 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 a Non-Qualified Stock Option
which is not 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 not 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;
(g) No portion of this Option may be exercised more than ten (10)
years from the Grant Date.
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2. Termination of Holder's Service to the Company.
Notwithstanding the terms of the Plan:
(a) If during the Term the Holder shall cease to perform "Service"
(as hereafter defined) to the Company as a result of such Holder's death, then,
notwithstanding any provisions otherwise contained in this Option Agreement, all
Options shall be exercisable (by the Holder's personal representative or persons
entitled thereto under the Holder's will or the applicable laws of descent and
distribution) at any time during the Term or as otherwise provided in this
Agreement.
(b) If during the Term the Holder shall cease to perform Service to
the Company as a result of such Holder's "Disability" (as hereafter defined),
then, notwithstanding any provisions otherwise contained in this Option
Agreement, all Options shall be exercisable at any time during the Term or as
otherwise provided in this Agreement.
(c) If during the Term the Holder shall cease to perform Service to
the Company as a result of termination of Holder's employment by the Company
"For Cause" (as hereafter defined) or termination or resignation by Holder
without "Good Reason" (as hereafter defined), then, subject to the last sentence
of this paragraph and notwithstanding any provisions otherwise contained in 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. Notwithstanding the foregoing, for
purposes of this subparagraph (c), a "termination or resignation by Holder
without Good Reason" shall not be deemed to have occurred if the Holder's
employment with the Company ceases by virtue of the expiration of the term of
Holder's then existing employment agreement with the Company; provided, that,
Holder otherwise remained employed by the Company through the scheduled
expiration of such employment agreement, then, and in such a case, the Options
may be exercised at any time thereafter during the Term.
All remaining Options not exercisable at the time of Holder's
termination or resignation as covered by this subparagraph (c), shall lapse and
be of no further force and effect.
(d) If during the Term and prior to a Change of Control the Holder
shall cease to perform Service to the Company as a result of termination of
Holder's employment by the Company other than For Cause or by Holder for Good
Reason, then, notwithstanding any provisions otherwise contained in this Option
Agreement, Holder may exercise the Options at any time during the Term or as
otherwise provided in this Agreement.
3. Definitions. For the purposes of this Option, the terms set forth
below shall be defined as follows:
(a) "Disability" shall be defined as provided in the Holder's
Amended and Restated Employment Agreement with the Company dated February 22,
2002, as the same may be amended from time to time, or if expired or superceded,
by the then effective employment agreement between Holder and the Company.
(b) "For Cause" shall be defined as provided in the Holder's
Amended and Restated Employment Agreement with the Company dated February 22,
2002, as the same may be amended from time to time, or if expired or superceded,
by the then effective employment agreement between Holder and the Company.
(c) "Good Reason" shall be defined as provided in the Holder's
Amended and Restated Employment Agreement with the Company dated February 22,
2002, as the same may be amended from time to time, or if expired or superceded,
by the then effective employment agreement between Holder and the Company.
(d) "Service" means the Holder's employment services rendered to
the Company as such services are required and delivered by Holder to the Company
under Holder's then effective employment agreement with the Company. A Holder's
Service with the Company shall not be deemed to have terminated if the Holder
takes any military leave, sick leave, or other bona fide leave of absence
approved by the Company; provided, however, that if any such leave exceeds
ninety (90) days, on the ninety-first (91st) day of such leave the Holder's
Service shall be deemed to have terminated unless the Holder's right to return
to Service with the Company is guaranteed by statute or contract.
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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 Optionee 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:___________________________________
Authorized Executive Officer
OPTIONEE
______________________________________
Signature
______________________________________
Print Name
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Schedule A
1. Optionee: Xxxxxx X. Xxxxxx
2. Grant Date: March 10, 2003
3. Option Termination Date: March 10, 2013
4. Number of Shares of Common Stock covered by the Option: Three Hundred
Thousand (300,000)
5. Exercise Price: $1.68
6. All of the Options shall vest immediately upon the Grant Date.
STONEPATH GROUP, INC.
By:___________________________________
Authorized Executive Officer
HOLDER
______________________________________
Signature
______________________________________
Print Name
