EXHIBIT 10.11
OCTOBER 30, 2003
INCENTIVE STOCK OPTION AGREEMENT
To the Optionee (the "Optionee") executing the reference and signature page(s)
(the "Signature Page") to this Incentive Stock Option Agreement (this
"Agreement").
Dear Optionee:
This Agreement sets forth the terms under which Forward Air Corporation, a
Tennessee corporation (the "Company"), has awarded you an option to purchase
shares of the $0.01 par value common stock of the Company (the "Common Stock").
This Agreement, along with the Company's 1999 Stock Option and Incentive Plan
(the "Plan"), Plan Prospectus, Xxxxxxx Xxxxxxx Policy and such additional
documents as are approved by the Company, constitute the terms and conditions
governing the grant of options hereunder. Terms not otherwise defined herein
shall have the meanings set forth in the Plan.
This will confirm the agreement between the Company and the Optionee as follows:
1. Grant of Option. Pursuant to the Plan, the Company grants to the
Optionee the right and option (the "Option") to purchase all or any part of the
number of shares of Common Stock set forth on the Signature Page (the "Shares").
The Option granted herein is an incentive stock option and is subject to the
provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
2. Option Price. The option price per Share shall be the "Option Price
per Share" as set forth on the Signature Page (the "Option Price"), representing
one hundred percent (100%) of the Fair Market Value of a share of Common Stock
as determined pursuant to the Plan as of the Grant Date set forth on the
Signature Page.
3. Term of Option. The term of the Option shall commence on the Grant
Date and all rights to purchase Shares hereunder shall cease at 11:59 p.m. on
the Expiration Date set forth on the Signature Page, subject to earlier
termination as provided in the Plan and this Agreement. Except as may otherwise
be provided in the Plan or this Agreement, Options granted hereunder may be
cumulative and exercised as follows:
(a) Subject to the terms and conditions of the Plan and this
Agreement, the Option shall vest on the dates set forth on the Signature Page,
provided that the Optionee remains continually employed by the Company
throughout such period; provided further, that the Option
1
shall expire on the Expiration Date and must be exercised, if at all, on or
before the Expiration Date. The Vesting Schedule for the Option is set forth on
the Signature Page.
(b) For the purpose of this Agreement, the Optionee shall be
deemed to be an eligible employee of the Company for so long as the Optionee is
employed by the Company or a parent or subsidiary of the Company. A leave of
absence (regardless of the reason therefor) shall be deemed to constitute the
cessation of eligible employee status as of the commencement date of the leave.
(c) The Option shall become exercisable, to the extent that
Shares have vested, upon the termination of Optionee's employment with the
Company (the "Termination Date").
(d) The Option Price of the Shares as to which the Option
shall be exercised shall be paid in full at the time of exercise (i) in cash or
by certified check or by bank draft; (ii) by the delivery of previously owned
unrestricted shares of Common Stock which shall have an aggregate Fair Market
Value determined in accordance with the Plan equal to the Option Price and have
been held by you for at least six (6) months; or (iii) any combination of the
preceding. Except as provided in Section 5 hereof, the Option may not be
exercised at any time unless the Optionee shall have been continuously, from the
Grant Date to the date of the exercise of the Option, an employee of the Company
or a parent or subsidiary of the Company. Additionally, notwithstanding anything
in this Agreement to the contrary, the Option may be exercised at any given time
only as to those Shares covered by the Option which have "vested" at such time,
as set forth on the Vesting Schedule. The holder of the Option shall not have
any of the rights of a shareholder with respect to Shares covered by the Option
until such time, if ever, as such Shares of Common Stock are actually issued and
delivered to the Optionee.
4. Nontransferability. The Option shall not be transferable otherwise
than by will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of the Optionee, only by the Optionee. More
particularly (but without limiting the generality of the foregoing), the Option
may not be assigned, transferred (except as provided in Section 6 hereof),
pledged or hypothecated in any way, shall not be assignable by operation of law
and shall not be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the Option contrary to the provisions hereof, and the levy of any execution,
attachment or similar process upon the Option, shall be null and void and
without effect.
5. Termination of Option. In the event that the Optionee is terminated
for just cause (as defined in the Employment Agreement between the Company and
Optionee, dated October 27, 2003), the Option shall terminate on the Termination
Date. If the Optionee dies while employed by the Company (or within the period
of extended exercisability otherwise provided herein), or if the Optionee's
employment terminates by reason of Disability or Retirement, the Option may be
exercised by the Optionee, by the legal representative of the Optionee's estate,
or by the legatee under the Optionee's will at any time until the expiration of
the stated term of the Option. In the event that the employment of Optionee
terminates (other than by reason of death, Disability, Retirement, or for just
cause), the portion of the Option that is vested on the Termination Date may be
exercised for a period of 90 days from such date or until the expiration of the
stated term
2
of the Option, whichever period is shorter. The Optionee shall be considered to
be an employee of the Company for all purposes under this Section 5 if the
Compensation Committee determines that the Optionee is rendering substantial
services as a part-time employee to the Company or any parent or subsidiary of
the Company.
6. Other Terminations or Expirations. Notwithstanding any other
provision contained herein, in the event of a "Change of Control," as such term
is defined in Section 9(a) of the Employment Agreement between the Company and
Optionee of even date herewith, the Option shall immediately become fully vested
and exercisable.
7. Adjustments. The number and class of Shares subject to the Option,
and the Option Price per Share (but not the total purchase price), and the
minimum number of Shares as to which the Option may be exercised at any one
time, shall all be proportionately adjusted in the event of any change or
increase or decrease in the number of issued shares of Common Stock, without
receipt of consideration by the Company, which result from a split-up or
consolidation of shares, payment of a share dividend (in excess of two percent
(2%)), a recapitalization, combination of shares or other like capital
adjustment, so that, upon exercise of the Option, the Optionee shall receive the
number and class of shares the Optionee would have received had the Optionee
been the holder of the number of shares of Common Stock, for which the Option is
being exercised, on the date of such change or increase or decrease in the
number of issued shares of Common Stock. Subject to reorganization, merger or
consolidation, the Option shall be proportionately adjusted so as to apply to
the securities to which the holder of the number of Shares of Common Stock
subject to the Option would have been entitled. Adjustments under this Section 7
shall be made by the Compensation Committee whose determination with respect
thereto shall be final and conclusive. No fractional share shall be issued under
the Option or upon any such adjustment.
8. Notice. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered or mailed, by United States certified or registered mail, prepaid, to
the parties or their assignees, if to the Company, addressed to Forward Air
Corporation, Attention: Xxxxx Xxxxxxxxxx, X.X. Xxx 0000, Xxxxxxxxxxx, Xxxxxxxxx
00000, and if to the Optionee, at the address set forth on the Signature Page
(or such other address as shall be given in writing by either party to the
other).
9. Method of Exercising Option. Subject to the terms and conditions of
this Agreement, the Option may be exercised by written notice to the Company, at
its principal office in the State of Tennessee, which is set forth in Section 8
hereof. Such notice shall state the election to exercise the Option and the
number of Shares in respect of which it is being exercised and by payment in
full of the Option Price pursuant to Section 3 above, and the Company shall
deliver a certificate or certificates representing the Shares subject to such
exercise as soon as practicable after the notice shall be received. The
certificate or certificates for the Shares as to which the Option shall have
been so exercised shall be registered in the name of the person so exercising
the Option and shall be delivered as provided above to or upon the written order
of the person exercising the Option. In the event the Option shall be exercised
by any person other than the Optionee in accordance with the terms hereof, such
notice shall be accompanied by
3
appropriate proof of right of such person to exercise the Option. All Shares
that shall be purchased upon the exercise of the Option as provided herein shall
be fully paid and nonassessable. The holder of the Option shall not be entitled
to the privileges or share ownership as to any shares of Common Stock not
actually issued and delivered to the Optionee.
10. No Agreement to Employ. Nothing in this Agreement shall be
construed to constitute or be evidence of any agreement or understanding,
express or implied, on the part of the Company to employ or retain the Optionee
for any specific period of time.
11. Market Standoff Agreement. The Optionee agrees in connection with
any registration of the Company's securities that, upon the request of the
Company or the underwriters managing any public offering of the Company's
securities, the Optionee will not sell or otherwise dispose of any Shares
without the prior written consent of the Company or such underwriters, as the
case may be, for a period of time (not to exceed 120 days) from the effective
date of such registration as the Company or the underwriters may specify.
12. Stop-Transfer Notices. The Optionee understands and agrees that, in
order to ensure compliance with the restrictions referred to herein, the Company
may issue appropriate "stop-transfer" instructions to its transfer agent, if
any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.
13. General. The Company shall at all times during the term of the
Option reserve and keep available such number of shares of Common Stock as will
be sufficient to satisfy the requirements of this Agreement, shall pay all
original issue and transfer taxes with respect to the issue and transfer of
shares pursuant hereto and all other fees and expenses necessarily incurred by
the Company in connection therewith, and will from time to time use its best
efforts to comply with all laws and regulations, which, in the opinion of
counsel for the Company, shall be applicable thereto. To the extent that this
Agreement differs from the terms of the Plan, the terms of the Plan shall
control.
If the foregoing correctly sets forth your understanding of the terms
and conditions governing the subject matter of this Agreement, please sign the
enclosed Signature Page to this Agreement in the place indicated and return it
to the corporate office.
Very truly yours,
FORWARD AIR CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
Chief Financial Officer and
Senior Vice President
4
REFERENCE AND SIGNATURE PAGE TO
FORWARD AIR CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
DATED OCTOBER 30, 2003
XXXXX X. XXXXXXXX
000 XXXXXXX XXXX
XXXXXXXXXXX, XX 00000
Pursuant to the terms and conditions of the Forward Air Corporation 1999 Stock
Option Plan (the "Plan"), you have been granted a Non-Qualified Stock Option to
purchase 29,607 shares of stock (the "Option") as outlined below.
Granted To: XXXXX X. XXXXXXXX
SSN ###-##-####
Date of Grant: October 27, 2003
Options Granted: 29,607
Option Price per Share: $30.3100 Total Cost to Exercise: $897,388.17
Expiration Date: October 27, 2013
Vesting Schedule: 33+% per year for 3 years
9,869 on 10/27/2004
9,869 on 10/27/2005
9,869 on 10/27/2006
By my signature below, I hereby acknowledge receipt of the Option granted on the
date shown above, which has been issued to me under the terms and conditions of
the Plan. I further understand and agree that the Option is governed by the
Plan, the Plan Prospectus, the Agreement, the Company's Xxxxxxx Xxxxxxx Policy,
and that such documents have been furnished by or are available from the Company
upon request. I also agree to conform to all of the terms and conditions of the
Option and the Plan and understand that in order for the grant of the Option to
be effective, I must indicate my acceptance of the Option by signing and
delivering this Reference and Signature Page to the Forward Air Corporation
Xxxxx Xxxxxxxxxx, X.X. Xxx 0000, Xxxxxxxxxxx, XX 00000.
Signature: /s/ Xxxxx X. Xxxxxxxx Date: October 30, 2003
------------------------------- ----------------
XXXXX X. XXXXXXXX
Note: If there are any discrepancies in the name or address shown above,
please make the appropriate corrections on this form.
REFERENCE AND SIGNATURE PAGE TO
FORWARD AIR CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
DATED OCTOBER 30, 2003
XXXXX X. XXXXXXXX
000 XXXXXXX XXXX
XXXXXXXXXXX, XX 00000
Pursuant to the terms and conditions of the Forward Air Corporation 1999 Stock
Option Plan (the "Plan"), you have been granted an Incentive Stock Option to
purchase 393 shares of stock (the "Option") as outlined below.
Granted To: XXXXX X. XXXXXXXX
SSN ###-##-####
Date of Grant: October 27, 2003
Options Granted: 393
Option Price per Share: $30.3100 Total Cost to Exercise: $11,911.83
Expiration Date: October 27, 2013
Vesting Schedule: 33+% per year for 3 years
131 on 10/27/2004
131 on 10/27/2005
131 on 10/27/2006
By my signature below, I hereby acknowledge receipt of the Option granted on the
date shown above, which has been issued to me under the terms and conditions of
the Plan. I further understand and agree that the Option is governed by the
Plan, the Plan Prospectus, the Agreement, the Company's Xxxxxxx Xxxxxxx Policy,
and that such documents have been furnished by or are available from the Company
upon request. I also agree to conform to all of the terms and conditions of the
Option and the Plan and understand that in order for the grant of the Option to
be effective, I must indicate my acceptance of the Option by signing and
delivering this Reference and Signature Page to the Forward Air Corporation
Xxxxx Xxxxxxxxxx, X.X. Xxx 0000, Xxxxxxxxxxx, XX 00000.
Signature: /s/ Xxxxx X. Xxxxxxxx Date: October 30, 2003
------------------------- ----------------
XXXXX X. XXXXXXXX
Note: If there are any discrepancies in the name or address shown above,
please make the appropriate corrections on this form.
