EXHIBIT 4.3.2
FORM OF
STOCK OPTION AGREEMENT
▇.▇. ▇▇▇▇ TRANSPORT SERVICES, INC.
STOCK OPTION AGREEMENT, hereinafter referred to as the "Option" or the
"Agreement" made on this day of __________________ between ▇.▇. ▇▇▇▇ Transport
Services, Inc., an Arkansas corporation, (the "Company") and
_____________________
The Company, pursuant to the terms of the ▇. ▇. ▇▇▇▇ Transport
Services, Inc. Amended and Restated Management Incentive Plan adopted by the
Company's Board of Directors (the "Plan"), hereby grants an option _________
shares of Common Stock of the Company, par value $0.01 per share ("Common
Stock") to the Optionee at the price and in all respects subject to the terms,
definitions and provisions of the Agreement.
1. OPTION PRICE. The Option price is $_____________ for each share.
2. EXERCISE AND OPTION. This Option shall be exercisable at any time and
from time to time pursuant to the exercise schedule and in accordance with the
terms of this Agreement as follows:
(a) EXERCISE SCHEDULE. This Option shall be exercisable in installments
as indicated below:
June 1, 20___ ___%
June 1, 20___ ___%
June 1, 20___ ___%
All Options expire at the earliest to occur of the following: (i) the
_____ anniversary of this Agreement; (ii) 730 days after the Optionee's
death, disability, or retirement after reaching age 55; or (iii)
termination of employment with the Company (for any reason) other than
by death, disability, or retirement after reaching age 55.
(b) METHOD OF EXERCISE. This Option shall be exercisable by a written
notice which shall:
(i) state the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person
in whose name the stock certificate or certificates for such
shares of Common Stock is to be registered, his address and
Social Security Number (or if more than one, the names,
addresses and Social Security Numbers of such persons);
(ii) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's counsel;
(iii) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person
or persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such
person or persons to exercise the Option.
(iv) be accompanied by payment to the Company of the full
Option price of the shares with respect to which the Option is
exercised. The Option price shall be paid in the following
manner:
(i) full payment in cash or equivalent;
(ii) full payment in share of Company Stock having a
fair market value on the Exercise Date (as defined in
paragraph 5(b) of the Plan) equal to the option
price; or
(iii) any combination of (i) or (ii), equal to the
aggregate to the option price.
The Company's Option Committee also has the discretion to permit
payment of the option price in full or in part in accordance with
paragraph 6.6 (a) (2) of the Plan.
(c) The Company shall not be required to issue or deliver any
certificates for shares of Common Stock purchased upon the exercise of an option
(i) prior to the completion of any registration or other qualification of such
shares under any state or federal laws or rulings or regulations of any
government regulatory body, which the Company shall determine to be necessary or
advisable or, (ii) prior to receiving adoption of counsel, satisfactory to the
Company that the sale or issuance of such shares is exempt from these
registration or qualification requirements.
(d) RESTRICTIONS ON EXERCISE. As a condition to his exercise of this
Option, the Company may require the person exercising this Option to make any
representation and warranty to the Company as may be required by any applicable
law or regulation.
3. NON TRANSFERABILITY OF OPTION. This Option may not be assigned or
transferred other than by will or the laws of descent and distribution and may
be exercised during the lifetime of the Optionee only by him.
4. STOCK SUBJECT TO THE OPTION. In addition to the restrictions set forth
above, the Company and the Optionee agree that the Common Stock of the Company
acquired pursuant to this Agreement shall be subject to the restrictions set
forth in the Plan.
5. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The number of shares of
Common Stock subject to this Agreement shall be proportionately adjusted for any
change in the stock structure of the Company because of share dividends,
recapitalization, reorganizations, mergers or other restructuring.
6. NOTICES. Each notice relating to this Agreement shall be in writing and
delivered in person or by certified mail to the proper address.
Each notice shall be deemed to have been given on the date it is received.
Each notice to the Company shall be addressed to it at its principal office, now
at 615 ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, attention ▇▇▇▇
▇▇▇▇▇▇▇▇. Each notice to the Optionee or other person or persons then entitled
to exercise the Option shall be addressed to the Optionee or such other person
or persons at the Optionee's address set forth in the heading of this Agreement.
Anyone to whom a notice may be given under this Agreement may designate a new
address by notice to that effect.
7. BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit of and
be binding upon each successor of the Company. All obligations imposed upon the
Optionee and all rights granted to the
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Company under this Agreement shall be binding upon Optionee's heirs, legal
representatives, and successors. This Agreement shall be sole and exclusive
source of any and all rights which the Optionee, his heirs, legal
representatives or successors may have in respect to the Plan or any options or
Common Stock granted or issued hereunder, whether to himself or to any other
person.
8. PLAN AMENDMENTS.
This Agreement shall be subject to the terms of the Plan as amended except
that the Award that is the subject of this Agreement may not in any way be
restricted or limited by any Plan amendment or termination approved after the
date of the award without the Recipient's written consent.
9. SUCCESSORS.
This Agreement shall be binding upon and inure to the benefit of the
successors, assigns and heirs of the respective parties.
10. TERMS.
Any terms used in this Agreement that are not otherwise defined shall
have the meanings prescribed to them in the Plan.
11. ENTIRE AGREEMENT.
This Agreement contains the entire understanding of the parties and
shall not be modified or amended except in writing and duly signed by the
parties. No waiver by either party of any default under this Agreement shall be
deemed a waiver of any later default.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year first above written.
▇. ▇. ▇▇▇▇ TRANSPORT SERVICES, INC.
By:
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PRESIDENT
By:
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