NON-QUALIFIED STOCK OPTION AGREEMENT pursuant to the RAND LOGISTICS, INC.
pursuant
to the
2007
LONG-TERM INCENTIVE PLAN
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Optionee: Xxxxxxxx
X. Xxxx
Xxxxx
Date: February 15, 2008
Per Share Exercise
Price: $5.81
Number of Option Shares subject to
this Option: 104,255
* * * * *
THIS NON-QUALIFIED STOCK OPTION
AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is
entered into by and between Rand Logistics, Inc., a Delaware corporation (the
“Company”), and the Optionee specified above, pursuant to the Rand Logistics,
Inc. 2007 Long-Term Incentive Plan, as in effect and as amended from time to
time (the “Plan”); and
4.1 This
Option shall become exercisable as follows:
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1/3%, on the first anniversary of the Grant Date, provided the Optionee is
then employed by or performing services at such time for the Company
and/or one of its Subsidiaries;
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2/3%, on the second anniversary of the Grant Date, provided the Optionee
is then employed by or performing services at such time for the Company
and/or one of its Subsidiaries; and
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100%,
on the third anniversary of the Grant Date, provided the Optionee is then
employed by or performing services at such time for the Company and/or one
of its Subsidiaries.
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4.2 Unless
earlier terminated in accordance with the terms and provisions of the Plan
and/or this Agreement, this Option shall expire and shall no longer be
exercisable after the expiration of ten years from the Grant Date (the “Option
Period”).
4.3 In
no event shall this Option be exercisable for a fractional share of Common
Stock.
4.4 Upon
an Optionee’s death or disability (as determined under the Company’s long-term
disability plan), this Option shall become 100% exercisable under this Agreement
as of such date.
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6.1 If
the Optionee's employment with the Company and/or one of its Subsidiaries
terminates for any reason, any then unexercisable portion of this Option shall
be forfeited and cancelled by the Company.
6.2 If
the Optionee’s employment with the Company and/or its Subsidiaries terminates
for any reason other than due to the Optionee's death or disability (as defined
and determined by the Company), the Optionee’s rights, if any, to exercise any
then exercisable portion of this Option, shall terminate ninety (90) days after
the date of such termination, but not beyond the expiration of the Option
Period, and thereafter such Option shall be forfeited and cancelled by the
Company.
6.3 If
Optionee's termination of employment with the Company and/or its Subsidiaries is
due to the Optionee's death or disability, the Optionee (or the Optionee's
estate, designated beneficiary or other legal representative, as the case may be
and as determined by the Committee) shall have the right to exercise this Option
at any time within the one (1) year period following such termination due to
death or disability, but not beyond the expiration of the Option Period, and
thereafter such Option shall be forfeited and cancelled by the
Company.
6.4 The
Board or the Committee, in its sole discretion, may determine that all or any
portion of this Option, to the extent exercisable immediately prior to the
Optionee's termination of employment with the Company and/or its Subsidiaries
for any reason, may remain exercisable for an additional specified time period
after the period specified above in this Section 6 expires (subject to any other
applicable terms and provisions of the Plan and this Agreement), but not beyond
the expiration of the Option Period.
6.5 If
the Optionee's employer ceases to be a Subsidiary of the Company, that event
shall be deemed to constitute a termination of employment under Section 6.2
above.
7.1 In
the event of a Change of Control, this option shall become fully
exercisable.
7.2 "Change
of Control" shall mean (A) the consummation of a merger, reorganization,
consolidation or other transaction involving the Company, or sale of voting
stock by the shareholders of the Company, in each case following which the
holders of voting stock of the Company immediately prior to the consummation of
such transaction do not hold at least 50.1% of the voting stock of the surviving
entity, (B) the sale of all or substantially all the assets of the Company, or
(C) a series of related transactions which has the effects referred to in clause
(A) or (B) of this sentence.
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8.1 Except
as provided in Section 8.2, this Option, and any rights
or interests therein, shall not be sold, exchanged, transferred, assigned or
otherwise disposed of in any way at any time by the Optionee (or any
beneficiary(ies) of the Optionee), other than by testamentary disposition by the
Optionee or the laws of descent and distribution. This Option shall
not be pledged, encumbered or otherwise hypothecated in any way at any time by
the Optionee (or any beneficiary(ies) of the Optionee) and shall not be subject
to execution, attachment or similar legal process. Any attempt to
sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of or
hypothecate this Option, or the levy of any execution, attachment or similar
legal process upon this Option, contrary to the terms of this
Agreement and/or the Plan shall be null and void and without legal force or
effect. This Option shall be exercisable during the Optionee’s
lifetime only by the Optionee.
8.2 During
the Optionee's lifetime, the Optionee may, with the consent of the Committee,
transfer without consideration all or any portion of this Option to one or more
members of his or her Immediate Family, to a trust established for the exclusive
benefit of one or more members of his or her Immediate Family, to a partnership
in which all the partners are members of his or her Immediate Family, or to a
limited liability company in which all the members are members of his or her
Immediate Family. For purposes of this
Agreement, "Immediate Family" means the Optionee's children, stepchildren,
grandchildren, parents, stepparents, grandparents, spouse, siblings (including
half-brothers and half-sisters), in-laws, and all such relationships arising
because of legal adoption; provided, however, that any
such Immediate Family, and any such trust, partnership and limited liability
company, shall agree to be and shall be bound by the terms and provisions of the
Plan, and by the terms and provisions of any applicable outstanding award
agreements or other agreements covering the Options or the shares subject to the
Options.
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10.1 If such notice
is to the Company, to the attention of the Secretary of Rand Logistics, Inc.,
000 Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other address as the Company, by
notice to the Optionee, shall designate in writing from time to
time.
10.2 If such notice
is to the Optionee, at his or her address as shown on the Company’s records, or
at such other address as the Optionee, by notice to the Company, shall designate
in writing from time to time.
11. Governing
Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York, without reference to the principles of conflict of laws
thereof.
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RAND LOGISTICS,
INC.
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By:
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/s/ Xxxxxx Xxxx | ||
Name:
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Xxxxxx
Xxxx
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Title:
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President
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/s/
Xxxxxxxx X. Xxxx
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Xxxxxxxx
X. Xxxx
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