RADIANT LOGISTICS GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE RADIANT LOGISTCS, INC.
Option
No. 2005-1
RADIANT
LOGISTICS GROUP, INC.
UNDER
THE
RADIANT
LOGISTCS, INC.
2005
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 Radiant Logisitcs, Inc. (the "Corporation"), and the
person named on Schedule A hereto (the "Optionee").
WHEREAS,
Optionee is a valuable employee of the Corporation or one of its subsidiaries
and the Corporation considers it desirable and in its best interest that
Optionee 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 Optionee options (the "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 Radiant
Logistics, Inc. 2005 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 Optionee 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:
(a) The
Optionee has been provided with, reviewed and fully understood, the terms,
conditions and covenants, of the Plan;
(b) This
Option is granted under, and subject in its entirety to, the terms of the
Plan;
(c) The
Optionee has been provided with, and fully understands, the "Disclosure Document
for The Radiant Logistics, Inc. 2005 Stock Incentive Plan";
(d) This
Option shall constitute a Non-Qualified Stock Option which is not intended
to
qualify under Section 422 of the Internal Revenue Code of 1986, as
amended;
(e) The
per
share exercise price for the shares subject to this Option shall be not less
than 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;
(f) This
Option shall vest in accordance with the vesting schedule set forth on Schedule
A hereto;
(g) No
portion of this Option may be exercised more than ten (10) years from the Grant
Date.
2. Change
of Control Provision.
Notwithstanding
any provision to the contrary in the Plan, in the event of a "Change of Control"
(as hereafter defined) during the term of this Option, all Options granted
hereunder shall fully vest as of the date of the Change of Control.
3. Termination
of ▇▇▇▇▇▇’s Service to the Company.
Notwithstanding
the terms of the Plan:
(a) If
during
the term of the Options (the “Term”) the Holder shall cease to perform "Service"
(as hereafter defined) to the Company as a result of such Holder's death, then,
notwithstanding any provisions otherwise contained in this Option Agreement,
all
Options shall fully vest upon Holder’s death and shall be exercisable (by the
Holder’s personal representative or persons entitled thereto under the Holder’s
will or the applicable laws of descent and distribution) at any time during
the
Term or as otherwise provided in this Agreement.
(b) If
during
the Term the Holder shall cease to perform Service to the Company as a result
of
such Holder's “Disability” (as hereafter defined), then, notwithstanding any
provisions otherwise contained in this Option Agreement, all Options shall
fully
vest upon Holder’s Disability and shall be exercisable at any time during the
Term or as otherwise provided in this Agreement.
(c) If
during
the Term the Holder shall cease to perform Service to the Company as a result
of
termination of Holder’s employment by the Company “For Cause” (as hereafter
defined) or termination or resignation by Holder without “Good Reason” (as
hereafter defined), then, subject to the last sentence of this paragraph and
notwithstanding any provisions otherwise contained in 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. Notwithstanding the foregoing, for purposes of this
subparagraph (c), a “termination or resignation by Holder without Good Reason”
shall not be deemed to have occurred if the Holder’s employment with the Company
ceases by virtue of the expiration of the term of Holder’s then existing
employment agreement with the Company; provided, that, Holder otherwise remained
employed by the Company through the scheduled expiration of such employment
agreement, then, and in such a case, the Options may be exercised at any time
thereafter during the Term.
All
remaining Options not exercisable at the time of ▇▇▇▇▇▇’s termination or
resignation as covered by this subparagraph (c), shall lapse and be of no
further force and effect.
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(d) If
during
the Term and prior to a Change of Control the Holder shall cease to perform
Service to the Company as a result of termination of Holder’s employment by the
Company other than For Cause or by Holder for Good Reason, then, notwithstanding
any provisions otherwise contained in this Option Agreement Holder shall
continue to vest in all remaining options as if he had remained employed by
the
Company for the remainder of the Term and such Options when vested, may be
exercised at any time during the Term or as otherwise provided in this
Agreement.
4. Definitions.
For the
purposes of this Option, the terms set forth below shall be defined as
follows:
(a) “Change
of Control” shall be defined as provided in Holder’s Employment Agreement with
the Company dated January 13, 2006, as the same may be amended from time to
time, or if expired or superceded, by the then effective employment agreement
between ▇▇▇▇▇▇ and the Company.
(b) "Disability"
shall be defined as provided in the Holder’s Employment Agreement with the
Company dated January 13, 2006, as the same may be amended from time to time,
or
if expired or superceded, by the then effective employment agreement between
Holder and the Company.
(c) "For
Cause" shall be defined as provided in the Holder’s Employment Agreement with
the Company dated January 13, 2006, as the same may be amended from time to
time, or if expired or superceded, by the then effective employment agreement
between Holder and the Company.
(d) “Good
Reason” shall be defined as provided in the Holder’s Employment Agreement with
the Company dated January 13, 2006, as the same may be amended from time to
time, or if expired or superceded, by the then effective employment agreement
between Holder and the Company.
(e) "Service"
means the Holder's employment services rendered to the Company as such services
are required and delivered by Holder to the Company under ▇▇▇▇▇▇’s then
effective employment agreement with the Company. A Holder's Service with the
Company shall not be deemed to have terminated if the Holder takes any military
leave, sick leave, or other bona fide leave of absence approved by the Company;
provided, however, that if any such leave exceeds ninety (90) days, on the
ninety-first (91st) day of such leave the Holder's Service shall be deemed
to
have terminated unless the Holder's right to return to Service with the Company
is guaranteed by statute or contract.
5. Miscellaneous.
(a) This
Agreement is binding upon the parties hereto and their respective heirs,
personal representatives, successors and assigns.
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(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.
(c) No
alterations, amendments, changes or additions to this agreement will be binding
upon either the Corporation or Optionee unless reduced to writing and signed
by
both parties.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Grant
Date.
By: /s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
Authorized
Executive Officer
OPTIONEE
/s/
▇▇▇▇ ▇.
▇▇▇▇▇
Signature
▇▇▇▇
▇.
▇▇▇▇▇
Print
Name
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Schedule
A
1. Optionee: ▇▇▇▇
▇.
▇▇▇▇▇
2. Grant
Date: October
20, 2005
3. Option
Termination Date: October 20, 2015
4. Number
of
Shares of Common Stock covered by the Option: Two Million
(2,000,000)
5. Exercise
Price: Option
on
1,000,000 Shares of Common Stock at $0.50 per share and Option on 1,000,000
Shares of Common Stock at $0.75 per share
6. The
Option shall vest in accordance with the following schedule:
(a)
Options to purchase 200,000 shares at $0.50 per share and the option to purchase
200,000 shares at $0.75 per share shall vest on October 20, 2006 (the “First
Vesting Date”) provided ▇▇▇▇▇▇ remains continuously employed by the Company at
all times from the Grant Date through the First Vesting Date; and,
except as otherwise specifically provided for in the attached Option
Agreement,
once
Holder is no longer employed by the Company, for whatever reason, the Options
that have not yet vested shall lapse, and ▇▇▇▇▇▇ shall have no right, title
or
interest in and to any additional Options except those that last vested prior
to
the termination of his employment;
(b)
Options to purchase 200,000 shares at $0.50 per share and the option to purchase
200,000 shares at $0.75 per share shall vest on October 20, 2007 (the “Second
Vesting Date”) provided ▇▇▇▇▇▇ remains continuously employed by the Company at
all times from the Grant Date through the Second Vesting Date; and, except
as otherwise specifically provided for in the attached Option
Agreement,
once
Holder is no longer employed by the Company, for whatever reason, the Options
that have not yet vested shall lapse, and ▇▇▇▇▇▇ shall have no right, title
or
interest in and to any additional Options except those that last vested prior
to
the termination of his employment;
(c)
Options to purchase 200,000 shares at $0.50 per share and the option to purchase
200,000 shares at $0.75 per share shall vest on October 20, 2008 (the “Third
Vesting Date”) provided ▇▇▇▇▇▇ remains continuously employed by the Company at
all times from the Grant Date through the Third Vesting Date; and,
except as otherwise specifically provided for in the attached Option
Agreement,
once
Holder is no longer employed by the Company, for whatever reason, the Options
that have not yet vested shall lapse, and ▇▇▇▇▇▇ shall have no right, title
or
interest in and to any additional Options except those that last vested prior
to
the termination of his employment;
(d)
Options to purchase 200,000 shares at $0.50 per share and the option to purchase
200,000 shares at $0.75 per share shall vest on October 20, 2009 (the “Forth
Vesting Date”) provided ▇▇▇▇▇▇ remains continuously employed by the Company at
all times from the Grant Date through the Fourth Vesting Date; and,
except as otherwise specifically provided for in the attached Option
Agreement,
once
Holder is no longer employed by the Company, for whatever reason, the Options
that have not yet vested shall lapse, and ▇▇▇▇▇▇ shall have no right, title
or
interest in and to any additional Options except those that last vested prior
to
the termination of his employment;
(e)
Options to purchase 200,000 shares at $0.50 per share and the option to purchase
200,000 shares at $0.75 per share shall vest on October 20, 2010 (the “Fifth
Vesting Date”) provided ▇▇▇▇▇▇ remains continuously employed by the Company at
all times from the Grant Date through the Fifth Vesting Date; and,
except as otherwise specifically provided for in the attached Option
Agreement,
once
Holder is no longer employed by the Company, for whatever reason, the Options
that have not yet vested shall lapse, and ▇▇▇▇▇▇ shall have no right, title
or
interest in and to any additional Options except those that last vested prior
to
the termination of his employment;
(f)
On
whatever earlier dates as are permitted by the Company in its sole discretion;
or
(g)
As
otherwise provided for in the Plan or in the attached Option
Agreement.
7. If
at any
time while the provisions of Section 6(d) of this Schedule remain in effect,
the
Company shall split, subdivide or otherwise combine its common stock, into
a
different number of securities of the same class, any reference contained herein
to the closing price of the Company’s common stock shall be proportionately
adjusted to retain the same relative price and terms as if before such split,
subdivision or combination.
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
Authorized
Executive Officer
OPTIONEE
/s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Signature
▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Print
Name
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