NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTOR
Exhibit
10.2
X.X.X.
TRANSPORTATION SERVICES, INC.
FOR
NON-EMPLOYEE DIRECTOR
This
Non-Qualified Stock Option Agreement ("Option Agreement") dated as of
__________________, is by and between X.X.X. TRANSPORTATION SERVICES, INC.
(the
"Company") and _____________________ ("Non-Employee Director").
RECITAL
The
Board
of Directors of the Company has adopted the 2006 Stock Option Plan (the "2006
Plan"), that was approved by the stockholders of the Company on May 24, 2006.
A
copy of 2006 Plan will be provided to the Non-Employee Director upon request.
Pursuant to the terms of the 2006 Plan, and more specifically, Section 10 of
the
2006 Plan, the Non-Employee Director will be granted non-qualified stock options
to purchase shares of the Company's authorized $.01 par value common stock
("Stock"), subject to the terms and conditions set forth in the 2006 Plan and
this Option Agreement.
AGREEMENT
In
consideration of the mutual promises, agreements and covenants contained in
this
Option Agreement and for other good and valuable consideration, the receipt
and
sufficiency of which are acknowledged, the parties to this Option Agreement
agree as follows.
1.
INCORPORATION OF PROVISIONS
This
Option Agreement is subject to and is to be construed in all respects in a
manner that is consistent with the terms of the 2006 Plan, the provisions of
which are incorporated by reference into this Option Agreement. Unless
specifically provided otherwise, all terms used in this Option Agreement have
the same meaning as in the 2006 Plan.
2.
GRANT OF OPTIONS
Subject
to the terms and conditions of this Option Agreement, the Non-Employee Director
is granted a non-qualified stock option to purchase 2,000 shares of Stock,
effective as of the date first written above. Thereafter, to the extent provided
for in Section 10 of the 2006 Plan, on March 2 of each year during the term
of
the 2006 Plan, and subject to the terms and conditions of this Option Agreement,
the Non-Employee Director will be granted, without the necessity of action
by
the Board of Directors or any committee of the Board, an option to purchase
2,000 shares of Stock. The total number of shares granted pursuant to options
that the Non-Employee Director holds under the 2006 Plan is reflected in Exhibit
A attached to this Option Agreement. Exhibit A will be updated and delivered
to
the Non-Employee Director for attachment to this Option Agreement at or about
the time that each option is granted to the Non-Employee Director, and at such
other times as may be determined by the Company.
3.
OPTION EXERCISE PRICE
Pursuant
to the terms of the 2006 Plan, the option exercise price for each share of
Stock
purchased under this Option Agreement will be equal to 100% of the Market Price
of the Stock on the date the relevant option is granted, or for options granted
on a weekend or holiday, on the business day next preceding the grant date.
The
option exercise price for each option is reflected in Exhibit A attached to
this
Option Agreement.
4.
EXPIRATION OF OPTIONS
Each
option to acquire Stock pursuant to this Option Agreement will expire (to the
extent not previously fully exercised) upon the first to occur of the
following:
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(a)
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the
date which is the fifth anniversary of the date of grant of the
option;
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(b)
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the
date which is the 90th day following the date upon which the Non-Employee
Director ceases to be a director of the Company for any reason other
than
the Non-Employee Director's death or permanent
disability;
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(c)
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the
date which is the first anniversary of the date upon which the
Non-Employee Director ceases to be a director of the Company as a
result
of the Non-Employee Director's death or permanent
disability.
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5. EXERCISE
OF OPTIONS
Except
to
the extent that options under this Option Agreement earlier lapse or expire
pursuant to Article 4 of this Option Agreement, the options may be exercised
with respect to the aggregate number of shares subject to this Option Agreement,
commencing for each option, on the date of grant.
To
the
extent that any options becomes exercisable in accordance with the above, the
Non-Employee Director may exercise the options, in whole or in part from time
to
time. The option exercise price may be paid by the Non-Employee Director either
in cash or by surrender of other shares of Stock of the Company held by the
Non-Employee Director for more than six months, or a combination of both. The
Non-Employee Director will be given credit against the option exercise price
for
the shares surrendered in an amount equal to the Market Price of the shares
surrendered.
6.
MANNER OF EXERCISE
The
options under this Option Agreement may be exercised by written notice to the
Company specifying the number of shares to be purchased and signed, or
authorized in a manner acceptable to the Company, by the Non-Employee Director,
or by such other persons who may be entitled to acquire Stock under this Option
Agreement. If any such notice is signed or authorized by a person other than
the
Non-Employee Director, such person will also provide such other information
and
documentation as the Board of Directors or Committee may reasonably require
to
assure that such person is entitled to acquire Stock under the terms of the
2006
Plan and this Option Agreement.
7.
RESTRICTIONS ON TRANSFERABILITY
The
options under this Option Agreement will not be transferable by the Non-Employee
Director otherwise than by will or by the laws of descent and distribution,
and
such options will be exercisable during the Non-Employee Director's lifetime
only by the Non-Employee Director.
8.
FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK
If
at any
time during which an option under this Option Agreement is otherwise exercisable
according to its terms, there is no effective Registration Statement on file
with the Securities and Exchange Commission covering the shares then acquirable
under this Option Agreement, then unless the Board of Directors, in its sole
discretion determines otherwise, the option will not be exercised until such
time as the Company is satisfied that the offer and sale of the option shares
to
the option holder is exempt from the registration requirements of the Securities
Act of 1933, as amended, and such state securities laws as shall be applicable,
and may condition such exercise upon its receipt of such representations,
factual assurances and legal opinions as it deems necessary to determine and
document the availability of any such exemption, and may further condition
such
exercise upon such undertakings by the holder of this Option Agreement or such
restriction upon the transferability of the shares to be acquired under this
Option Agreement as it determines to be necessary to effectuate and protect
the
claim to any such exemption.
Nothing
contained in this section will be construed to obligate the Company to, or
to
grant any right to the holder of any option to, cause the Company to file any
Registration Statement; or, if any such Registration Statement is filed, to
prepare any additional prospectus, to file any amendments to the Registration
Statement, or to continue the Registration Statement in effect.
The
Company has caused this Option Agreement to be executed by a member of the
Board
of Directors or a duly authorized officer of the Company, and the Non-Employee
Director has executed this Option Agreement, as of the date first above
written.
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X.X.X.
TRANSPORTATION SERVICES, INC.
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By:
______________________________
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Name:____________________________
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Title:_____________________________
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ATTEST:
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_________________________________
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Secretary
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NON-EMPLOYEE
DIRECTOR
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_________________________________
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(sign
name)
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_________________________________
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(print
name)
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EXHIBIT
A
TO
DATED
AS OF ________________, BETWEEN
X.X.X.
TRANSPORTATION SERVICES, INC.
AND
______________________
OUTSTANDING
OPTIONS AS OF _____________
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Date
Option Granted
And
Exercisable
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Number
of Shares Covered
by Option
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Exercise
Price
Per
Share
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Expiration
Date
of
Option
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Date
of this Exhibit A: _____________________
