GASEL TRANSPORTATION LINES, INC.
A. A STOCK OPTION for a total of _____ common shares, no par value,
of Gasel Transportation Lines, Inc., an Ohio corporation (herein the
"Company") is hereby granted to _________________________ (herein the
"Optionee"), subject in all respects to the terms and provisions of the Gasel
Transportation Lines, Inc. Stock Option Plan (herein the "Plan"), dated May
22, 1997, which has been adopted by the Company and which is incorporated
herein by reference.
B. The option price as determined by the Board of Directors of the
Company is ___ Dollars ($_.00) per share.
C. This Option may not be exercised if the issuance of common shares
of the Company upon such exercise would constitute a violation of any
applicable Federal or State securities or other law or valid regulation. The
Optionee, as a condition to his exercise of this Option, shall represent to
the Company that the common shares of the Company that he acquires under this
Option are being acquired by him for investment and not with a present view
to distribution or resale, unless counsel for the Company is then of the
opinion that such a representation is not required under the Securities Act
of 1933 or any other applicable law, regulation, or rule of any governmental
agency.
D. This Option may not be transferred in any manner otherwise than
by will or the laws of descent and distribution, and may be exercised during
the lifetime of the Optionee only by him. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors, and assigns of
the Optionee.
E. This Option may not be exercised more than ten (10) years from
the date of its grant, and may be exercised during such term only in
accordance with the terms of the Plan.
Dated: May 22, 1997.
Gasel Transportation Lines, Inc.
By:___________________________
President
ATTEST:
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The Optionee acknowledges receipt of a copy of the Plan, a copy of
which is annexed hereto, and represents that he is familiar with the terms
and provisions thereof.
The Optionee hereby accepts this Optionee subject to all of the
terms and provisions of the Plan. The Option hereby agrees to accept as
binding, conclusive, and final all decisions and interpretations of the Board
of Directors, upon any questions arising under the Plan. As a condition to
the issuance of common shares of the Company under this Option, the Optionee
agrees to remit to the Company at the time of any exercise of this Option any
taxes required to be withheld by the Company under Federal, State, or Local
law as a result of the exercise of this Option."
Dated: May 22, 1997.
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Optionee
