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EXHIBIT 4.2
THE CIRCLE INTERNATIONAL GROUP, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT made and entered into this ____th day
of ___________, 199__, by and between Circle International Group,
Inc., a Delaware corporation (the "Company"), and ___________,
an employee of the Company (the "Employee"),
W I T N E S S E T H :
WHEREAS, the Company has adopted the 1994 Omnibus
Equity Incentive Plan (the "Plan"), providing for the granting to
its employees of stock options relating to shares of its common
stock (the "Common Stock"),
WHEREAS, the Plan provides for the grant of options
which are not intended to be incentive stock options within the
meaning of Section 422A of the Internal Revenue Code of 1986, as
amended, ("non-qualified stock option"); and
WHEREAS, the Employee is a key employee who is in a
position to make an important contribution to the long-term
performance of the Company.
NOW, THEREFORE, in consideration of the foregoing and
of the mutual covenants hereinafter set forth and other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. The Company hereby grants to the Employee a non-qualified
stock option to purchase _______ shares of the Common Stock at
the price set forth in Paragraph 2 hereof, on the terms and
conditions hereinafter stated. In consideration of the grant of
this option and the other rights which are being concurrently
ranted to the employee, the Employee hereby agrees to continue in
the employment of the Company for a period of at least one year
from the date of grant. The parties agree that this option will
not be treated as an "incentive stock option".
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2. The purchase price per share is _______ Dollars
and ______ Cents ($_____) (which is hereby agreed to be 100% or
more of the fair market value of such Common Stock at date of
grant).
3. The number of shares of Common Stock covered
hereby and the price per share thereof shall be proportionately
adjusted for any increase or decrease in the number of issued and
outstanding shares of Common Stock resulting from a subdivision
or consolidation of shares or the payment of a stock dividend in
excess of 2% or any other increase or decrease in the number of
issued and outstanding shares of Common Stock effected without
receipt of consideration by the Company.
If the Company shall be the surviving corporation in
any merger or consolidation, this option (to the extent that it
is still outstanding) shall pertain to and apply to the
securities of which a holder of the same number of shares of
Common Stock that are subject to the option would have been
entitled. A dissolution or liquidation of the Company or a
merger or consolidation in which the Company is not the surviving
corporation shall cause this option to terminate, unless the
agreement of merger or consolidation shall otherwise provide,
provided that the Employee shall in such event have the right
immediately prior to such dissolution or liquidation, or merger
or consolidation in which the Company is not the surviving
corporation, to exercise this option in whole or in part without
regard to any limitations on exercisability.
If the optionee's employment with the Company is
terminated because of a change in control of the Company (as
defined in the Company's 1990 Stock Option Plan), then the
optionee shall have the right immediately upon notice of
termination to exercise his option in whole or in part without
regard to any limitations on exercisability.
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To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be
made by the Compensation Committee of the Board of Directors of
the Company (the "Committee"), whose determination in that
respect shall be final, binding and conclusive.
The grant of this option shall not affect in any way
the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or any part of its business or
assets.
4. This option may not be exercised in whole or in
part until three years have elapsed from the date of this
Agreement. Subject to the conditions stated herein, the right to
exercise this option shall accrue in installments as follows:
(i) During the period of 12 months beginning three
years after the date of this Agreement, this option may be
exercised to the extent of 25% of the shares subject to option;
(ii) During the period of 12 months beginning
________, ______, this option may be exercised to the extent of
25% of the shares subject to option plus the shares as to which
the right to exercise this option has previously accrued but has
not been exercised.
(iii) During the period of 12 months beginning
________, ______, this option may be exercised to the extent of
25% of the shares subject to option plus the shares as to which
the right to exercise this option has previously accrued but has
not been exercised.
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(iv) During the period of 24 months beginning
________, ______, this option may be fully exercised to the extent
that it has not previously been exercised.
No partial exercise of this option will be permitted
for less than ten shares.
5. In the event of termination of the Employee's
employment for any reason other than his death, this option shall
immediately terminate; provided, however, that if such cessation
of employment is with the consent of the Board of Directors,
expressed in the form of a resolution, or is pursuant to his
retirement under the provisions of any pension, profit sharing or
other retirement plan of the Company then in effect, or is on
account of permanent illness or disability, this option may be
exercised (subject to the provisions of Paragraph 12 hereof)
within three months after the date he ceases to be an employee of
the Company, but only to the extent that it was exercisable on
the date of such cessation of employment.
6. This option shall be exercisable during the
Employee's lifetime only by him and shall be nontransferable by
the Employee otherwise than by will or the laws of descent and
distribution.
7. In the event of the Employee's death while in the
employ of the Company, or during a three-month period following
termination of employment during which the Employee is permitted
to exercise this option pursuant to Paragraph 5 hereof, this
option may be exercised (subject to the provisions of Paragraph
12 hereof) at any time within one year after the Employee's death
by the Employee's transferee to the same extent as the Employee
could have exercised the option immediately prior to the
employee's death. The Employee's transferee shall be the person
or persons, designated by the Employee on a Beneficiary
Designation Form furnished by the Committee, provided, however,
that if at the time of the Employee's death, there is no
effective Beneficiary Designation Form on file with the
Committee, the Employee's transferee shall be deemed to be the
executor or administrator of the employee's estate or any person
who shall have acquired the option from the Employee by the
employee's will or the applicable law of descent and
distribution. Any such transferee exercising this option must
furnish the Company upon request of the Committee (a) written
notice of his status as transferee, (b) evidence satisfactory to
the Company to establish the validity of the transfer of the
option in compliance with any laws or regulations pertaining to
said transfer, and (c) written acceptance of the terms and
conditions of the option as prescribed in this Agreement.
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8. This option may be exercised by the person then
entitled to do so as to any share which may then be purchased by
giving written notice of exercise to the Company, specifying the
number of full shares to be purchased and accompanied by full
payment of the purchase price thereof and the amount of any
income tax the Company is required by law to withhold by reason
of such exercise.
9. Neither the Employee nor any person claiming under
or through him shall be or have any of the rights or privileges
of a stockholder of the Company in respect of any of the shares
issuable upon the exercise of the option, until the date of the
receipt of payment by the Company and the issuance of a stock
certificate to him for such shares in accordance with the terms
hereof.
10. Any notice to be given to the Company under the
terms of this Agreement shall be addressed to Circle
International Group, Inc., in care of its Corporate Secretary, at
000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or at such
other address as the Company may hereinafter designate in
writing. Any notice to be given to the Employee shall be
addressed to the Employee at the address set forth beneath his
signature hereto, or at any such other address as the Employee
may hereafter designate in writing.
Any such notice shall be deemed to have been duly given if and
when enclosed in a properly sealed envelope, addressed as
aforesaid, registered and deposited, postage and registry fee
prepaid, in a post office or branch post office regularly
maintained by the United States Government.
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11. Except as otherwise stated herein, the option
herein granted and the rights and privileges conferred hereby
shall not be transferred, assigned, pledged or hypothecated in
any way (whether by operation or law or otherwise) and shall not
be subject to sale under execution, attachment or similar process
upon the rights and privileges conferred hereby. Upon any
attempt to transfer, assign, pledge or otherwise dispose of said
option, or of any right or privilege conferred hereby, contrary
to the provisions hereof, or upon any attempted sale under any
execution, attachment or similar process upon the rights and
privileges conferred hereby shall immediately become null and
void.
12. Notwithstanding any other provision of this
Agreement, this option is not exercisable after the expiration of
eight years from the date hereof.
13. Subject to the limitations on transferability
contained herein, this Agreement shall be binding upon and inure
to the benefit of the heirs, legal representatives, successors
and assigns of the parties hereto.
14. The rights awarded hereby are subject to the
requirement that, if at any time the Committee shall determine,
in its sole discretion, that the listing, registration or
qualification of the shares of Common Stock subject to such
rights upon any securities exchange or under any state or federal
law, or the consent or approval of any government regulatory
body, is necessary or desirable as a condition, or in connection
with, the granting of such rights or the issue of shares in
connection therewith, such rights may not be exercised or paid in
whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.
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15. The parties hereto agree that any action relating to
this stock option agreement shall be instituted and processed in
the courts in San Francisco County, California, and each party
waives the right to change of venue. Further, the parties agree
that any action relating to their agreement shall be submitted to
final and binding arbitration pursuant to the provisions of the
California Civil Code.
16. Nothing in this Agreement shall be construed as giving
the Employee the right to be retained as an Employee or as
impairing the rights of the Company to terminate the employee's
service.
17. Whenever shares of Common Stock are to be issued in
satisfaction of the rights conferred hereby, the Company shall
have the right to require the optionee to remit to the Company an
amount sufficient to satisfy federal, state and local withholding
tax requirements prior to the delivery of any certificate or
certificates for such shares. Whenever payments are to be made
in cash, such payments shall be net of an amount sufficient to
satisfy federal, state and local withholding tax requirements.
IN WITNESS HEREOF, the parties hereto have executed
this Agreement, in duplicate, the day and year first above
written.
CIRCLE INTERNATIONAL GROUP, INC.
By___________________________
ACCEPTED:
________________________________
Employee Signature
________________________________
________________________________
Address
