Exhibit 10.73
Option No. 2002-1
STONEPATH GROUP, INC.
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 "Holder").
WHEREAS, Holder is a valuable employee of the Corporation or one of its
subsidiaries and the Corporation considers it desirable and in its best interest
that Holder 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 Holder an 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 Holder 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:
1.1 The Holder has been provided with, reviewed and fully
understood, the terms, conditions and covenants, of the Plan;
1.2 Except as otherwise provided in this Stock Option
Agreement, this Option is granted under, governed by, and subject in its
entirety to, the terms of the Plan;
1.3 The Holder has been provided with, and fully understands,
the "Disclosure Document for the Stonepath Group, Inc. Amended and Restated 2000
Stock Incentive Plan";
1.4 The per share exercise price for the shares subject to
this option shall be 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;
1.5 This Option shall vest in accordance with the vesting
schedule set forth on Schedule A hereto; and
1.6 No portion of this option may be exercised more than ten
(10) years from the Grant Date.
2. Termination of Service. Notwithstanding the provisions of the Plan
to the Contrary:
(a) If during the term of Holder's employment agreement with the
Corporation dated January 10, 2002 (the "Employment Term"), the
Holder shall cease to perform Service to the Corporation as a
result of termination of Holder's employment by the Corporat"For
Cause" (as hereafter defined) or termination or resignation by
Holder without "Good Reason" (as hereafter defined), then,
notwithstanding any provisions otherwise contained in the Plan or
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. All remaining Options not exercisable at the time of
Holder's termination or resignation as covered by this subparagraph
(a), shall lapse and be of no further force and effect.
(b) If during the Employment Term, the Holder shall cease to perform
Service to the Corporation as a result of termination of Holder's
employment by the Corporation other than For Cause or by Holder for
Good Reason, then, notwithstanding any provisions otherwise
contained in the Plan or in this Option Agreement, any Options then
exercisable on the date of such termination shall be exercisable
until the later of: (i) the scheduled termination of Holder's then
effective employment agreement with the Corporation, or (ii) one
year from the date of such termination. All remaining Options not
exercisable at the time of such termination shall lapse and be of
no further force and effect.
3. Definitions. As used in this Option Agreement, the following terms
shall be defined as set forth hereafter. Unless otherwise defined herein, all
terms used in this Option Agreement shall have the meaning ascribed within the
Plan.
(a) For the purposes of this Option, the term "Change of Control" shall
have the meaning ascribed thereto in Holder's then effective
employment agreement with the Corporation; and if Holder remains
employed by the Corporation at a time when no employment agreement
is in effect, the term "Change of Control" shall have the meaning
ascribed thereto in the Plan.
(b) "For Cause" shall be defined as provided in the Holder's then
effective employment agreement with the Corporation.
(c) "Good Reason" shall be defined as provided in the Holder's then
effective employment agreement with the Corporation.
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.
1.3 No alterations, amendments, changes or additions to this
agreement will be binding upon either the Corporation or Holder 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: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Authorized Executive Officer
HOLDER
/s/ Xxxx Xxxxx
-------------------------------------------
Signature
Xxxx Xxxxx
-------------------------------------------
Print Name
2
Schedule A
1. Holder: Xxxx Xxxxx
2. Grant Date: January 10, 2002
3. Number of Shares of Common Stock covered by the Option: 150,000
4. Exercise Price: $1.78 (Fair Market Value of Common Stock on the trading day
immediately before the Grant Date).
5. The Option shall vest in accordance with the following schedule:
(a) General Vesting Provisions:
(i) Options to purchase 50,000 shares shall vest on January 10, 2003,
provided Holder remains continuously employed by the Corporation from
the Grant Date through January 10, 2003; and if Holder shall not
remain continuously employed by the Corporation through January 10,
2003, he shall forfeit upon such termination of Service (as defined in
the Plan), the right to vest in any of the Options granted under this
Agreement;
(ii) thereafter, commencing January 11, 2003, options to purchase 4,166.67
shares shall vest on a monthly basis at the beginning of each month,
for a period of 24 consecutive months for as long, during that
24-month period, that Holder remains continuously employed by the
Corporation; and once a termination of Service occurs, all unvested
Options as of the date of the termination of Service shall no longer
continue to vest after the end of the month preceding the month in
which the termination of Service occurred, and thereafter Holder
forfeits any and all rights to any unvested Options;
(b) Upon a termination by Holder for Good Reason or by the Corporation other
than For Cause:
(iii) If during the Employment Term the Holder shall cease to perform
Service to the Corporation as a result of the termination of Holder's
employment by the Corporation other than For Cause or by Holder for
Good Reason, then notwithstanding any provisions otherwise contained
in the Plan or this Option Agreement, Holder shall upon such
termination automatically vest in that number of additional Options as
he would have otherwise been entitled had he remained in the Service
of the Corporation through that period for which he is entitled to
severance payments under his then effective employment agreement with
the Corporation;
(c) Upon a Change of Control:
(iv) Notwithstanding any provision to the contrary in the Plan, or as set
forth above, in the event of a Change of Control during the term of
Holder's employment with the Corporation, all of the Options granted
hereunder shall fully vest as of the date of the Change of Control;
(d) Other:
(v) upon whatever earlier dates as are permitted by the Corporation in its
sole discretion; or
(vi) as otherwise provided for, and in accordance with, the terms and
provisions of the Plan.
6. Once a termination of Service occurs, all Options to which Holder is then
entitled to exercise may only be exercised, if at all, in accordance with,
and subject to, the terms and provisions of the Plan, unless otherwise
provided for in this Option Agreement.
STONEPATH GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Authorized Executive Officer
HOLDER
/s/ Xxxx Xxxxx
-------------------------------------------
Signature
Xxxx Xxxxx
-------------------------------------------
Print Name
