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
WHEREAS, it has been determined under
the Plan that it would be in the best interests of the Company to grant the
non-qualified stock option provided for herein to the Optionee.
NOW, THEREFORE, in consideration of the
mutual covenants and premises hereinafter set forth and for other good and
valuable consideration, the parties hereto hereby mutually covenant and agree as
follows:
1. Incorporation
By Reference; Plan Document Receipt. This Agreement is
subject in all respects to the terms and provisions of the Plan (including,
without limitation, any amendments thereto adopted at any time and from time to
time unless such amendments are expressly intended not to apply to the grant of
the option hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth
herein. Any capitalized term not defined in this Agreement shall have
the same meaning as is ascribed thereto under the Plan. The Optionee
hereby acknowledges receipt of a true copy of the Plan and that the Optionee has
read the Plan carefully and fully understands its content. In the
event of any conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control.
2. Grant of
Option. The Company
hereby grants to the Optionee, as of the Grant Date specified above, a
non-qualified stock option (this “Option”) to acquire from the Company at the
Per Share Exercise Price specified above the aggregate number of shares of the
Common Stock specified above (the “Option Shares”). This Option is
not to be treated as (and is not intended to qualify as) an incentive stock
option within the meaning of Section 422 of the Code.
3. No
Dividends Equivalents. The Optionee
shall not be entitled to receive a cash payment in respect of the Option Shares
underlying this Option on any dividend payment date for the Common
Stock.
4. Exercise
of this Option.
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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5. Method of
Exercise and Payment. This Option shall
be exercised by the Optionee by delivering to the Secretary of the Company or
his designated agent on any business day (the “Exercise Date”) a written notice,
in such manner and form as may be required by the Company, specifying the number
of the Option Shares the Optionee then desires to acquire (the “Exercise
Notice”). The Exercise Notice shall be accompanied by payment of the
aggregate Per Share Exercise Price for such number of the Option Shares to be
acquired upon such exercise. Such payment shall be made in the manner
set forth in Section 6.5 of the Plan.
6. Termination.
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. Change of
Control.
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. Transferability.
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.
9. Entire
Agreement; Amendment. This Agreement
contains the entire agreement between the parties hereto with respect to the
subject matter contained herein, and supersedes all prior agreements or prior
understandings, whether written or oral, between the parties relating to such
subject matter. The Board or the Committee shall have the right, in
its sole discretion, to modify or amend this Agreement from time to time in
accordance with and as provided in the Plan; provided, however, that no such
modification or amendment shall materially adversely affect the rights of the
Optionee under this Option without the consent of the Optionee. The
Company shall give written notice to the Optionee of any such modification or
amendment of this Agreement as soon as practicable after the adoption
thereof. This Agreement may also be modified or amended by a writing
signed by both the Company and the Optionee.
10. Notices. Any Exercise
Notice or other notice which may be required or permitted under this Agreement
shall be in writing, and shall be delivered in person or via facsimile
transmission, overnight courier service or certified mail, return receipt
requested, postage prepaid, properly addressed as follows.
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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.
12. Compliance
with Laws. The issuance of
this Option (and the Option Shares upon exercise of this Option) pursuant to
this Agreement shall be subject to, and shall comply with, any applicable
requirements of any federal and state securities laws, rules and regulations
(including, without limitation, the provisions of the Securities Act of 1933,
the Exchange Act and the respective rules and regulations promulgated
thereunder) and any other law or regulation applicable thereto. The
Company shall not be obligated to issue this Option or any of the Option Shares
pursuant to this Agreement if any such issuance would violate any such
requirements.
13. Binding
Agreement; Assignment. This Agreement
shall inure to the benefit of, be binding upon, and be enforceable by the
Company and its successors and assigns. The Optionee shall not assign
any part of this Agreement without the prior express written consent of the
Company.
14. Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which shall constitute one and the same
instrument.
15. Headings. The titles and
headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be a part of this
Agreement.
16. Further
Assurances. Each party hereto
shall do and perform (or shall cause to be done and performed) all such further
acts and shall execute and deliver all such other agreements, certificates,
instruments and documents as any party hereto reasonably may request in order to
carry out the intent and accomplish the purposes of this Agreement and the Plan
and the consummation of the transactions contemplated thereunder.
17. Severability. The invalidity or
unenforceability of any provisions of this Agreement in any jurisdiction shall
not affect the validity, legality or enforceability of the remainder of this
Agreement in such jurisdiction or the validity, legality or enforceability of
any provision of this Agreement in any other jurisdiction, it being intended
that all rights and obligations of the parties hereunder shall be enforceable to
the fullest extent permitted by law.
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IN WITNESS WHEREOF, the Company has
caused this Agreement to be executed by its duly authorized officer, and the
Optionee has hereunto set his hand, all as of the Grant Date specified
above.
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RAND LOGISTICS,
INC.
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By:
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/s/ Xxxxxx Xxxx | ||
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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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