Exhibit 10.17
HORIZON LINES,
INC.
AMENDED AND
RESTATED
EQUITY INCENTIVE
PLAN
STOCK OPTION AWARD
AGREEMENT
HORIZON LINES, INC.,
a Delaware corporation (the
“Company”), hereby grants to Karen H. Richards (the
“Participant”) the following option (the
“Option”) to purchase Shares, subject to the following
and pursuant to the Horizon Lines, Inc. Amended and Restated Equity
Incentive Plan (the “Plan”).
Grant Date
: September 27, 2005
(“Grant Date”)
Option Price
: $10.00 per Share (“Option
Price”)
Number of Shares
: 2,188 Shares
Type of Option
: Nonqualified Stock
Option
Expiration Date
: Tenth anniversary of the Grant
Date (the “Option Period”)
Relationship to Plan
. This Option is granted pursuant
to the Plan and is in all respects subject to the terms, conditions
and definitions of the Plan (including, but not limited to,
provisions concerning exercise, restrictions on Options,
termination, repurchase right, nontransferability and adjustment of
the number of Shares). The Participant hereby accepts this Option
subject to all the terms and provisions of the Plan. The
Participant further agrees that all decisions under and
interpretations of the Plan by the Administrator shall be final,
binding and conclusive upon the Participant and his or her heirs.
All capitalized terms used herein and not otherwise defined herein
shall have the same meanings ascribed to them in the Plan. If there
is any inconsistency between the terms of this Stock Option Award
Agreement (the “Agreement”) and the terms of the Plan,
the Plan’s terms shall completely supersede and replace the
conflicting terms of this Agreement.
The Participant hereby acknowledges
receipt of a copy of the Plan attached hereto as Annex A as
presently in effect, but as may be amended from time to time. This
Agreement and the Plan constitute the entire agreement of the
parties with respect to the subject matter hereof, and supersede
any prior written or oral agreements.
Vesting Schedule
. Subject to the
Participant’s continued employment with the Company and its
Subsidiaries and Affiliates, the Option shall vest and become
exercisable with respect to one hundred percent (100%) of the
Shares covered by the Option on the first anniversary of the Grant
Date. The Administrator reserves the right, in its sole discretion,
to waive or reduce the vesting requirements applicable to any
Option at any time.
Exercisability of
Option . Unless otherwise
provided in this Agreement or the Plan, this Option shall entitle
the Participant to purchase, in whole at any time or in part from
time to time, to the extent the Option is vested in accordance with
the vesting schedule herein, the Shares subject to this Option, and
each such right of purchase shall be cumulative and shall continue,
unless sooner exercised or terminated as herein provided, during
the remaining Option Period.
Manner of Exercise and
Payment . Subject to the
terms and conditions of this Agreement and the Plan, this Option
may be exercised by delivery of written notice to the
Administrator, at the
Company’s principal executive office in
the form of Annex B. Such notice shall state (i) that the
person exercising this Option is entitled to exercise this Option,
(ii) that such person is electing to exercise this Option and
(iii) the number of Shares in respect of which this Option is
being exercised.
The Participant shall not be deemed
to be the holder of, or to have any of the rights of a holder with
respect to, any Shares subject to this Option until this Option
shall have been exercised pursuant to the terms of this Agreement
and the Participant shall have paid the full Option Price for the
number of Shares in respect of which this Option was
exercised.
The Option Price of the Shares as to
which an Option shall be exercised shall be paid to the Company at
the time of exercise in cash or by such other method approved by
the Administrator, in is sole discretion, as may be allowed under
applicable law.
Withholding of Taxes
. The Company may make such
provisions and take such steps as it may deem necessary or
appropriate for the withholding of all federal, state, local and
other taxes required by law to be withheld with respect to the
Option including, but not limited to (a) reducing the number
of Shares otherwise deliverable, based
