|
EXHIBIT 4.3
EXPEDITORS INTERNATIONAL OF
WASHINGTON, INC.
2008 STOCK OPTION PLAN
THIS AGREEMENT is entered into as of •, 2008
(the “Date of Grant”) between Expeditors International
of Washington, Inc., a Washington corporation (the
“Company”), and the option grant recipient (the
“Optionee”).
WHEREAS, the Company has approved and adopted the
2008 Stock Option Plan (the “Plan”), pursuant to which
the Board of Directors is authorized to grant to employees of the
Company and its subsidiaries and affiliates stock options to
purchase common stock, $.01 par value, of the Company (the
“Common Stock”);
WHEREAS, the Plan provides for the granting of stock
options that either (i) are intended to qualify as “Incentive
Stock Options” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”),
or (ii) do not qualify under Section 422 of the Code
(“Non-Qualified Stock Options”);
WHEREAS, on •, 2008 (the “Date of
Grant”), the Company authorized the grant to the Optionee of
an [an Incentive Stock Option][a Non-Qualified Stock Option] to
purchase shares of Common Stock (the
“Option”);
NOW, THEREFORE, the Company hereby grants to
Optionee the option to purchase, upon the terms and conditions set
forth herein and in the Plan, shares of Common Stock, as stated in
the initial grant notice and/or Optionee’s account at a
service provider’s stock option website. (At the time of this
grant, Optionee views and accepts the Option at the self-service
website of Transcentive, a Computershare company:
https://admin01.transcentive.com.)
1.
Type of Option . This
option is intended to be [an Incentive Stock Option][a
Non-Qualified Stock Option].
|
|
2.
|
Date of Grant . This
option was granted on ●, 2008.
|
|
|
3.
|
Exercise Price . The
exercise price for the Option shall be $● per
share.
|
4.
Limitation on the Number of Shares
. The tax treatment set forth in Section 422 of the
Code is subject to certain limitations. These limitations, which
are described in Section 5(a) of the Plan and are based upon the
Code, generally limit the number of shares that will qualify under
Section 422 in any given calendar year. Under Section 5(a) any
portion of an Option that exceeds the annual limit shall be a
“Non-Qualified Stock Option.” The Company can make no
representation that any of this Option will actually qualify under
Section 422 when exercised.
|
|
Vesting Date
|
Which Will Be Exercisable
|
Upon any Change in Control of the Company, as
defined in the Plan, the Option shall accelerate and become fully
vested and exercisable in accordance with Section 5(n) of the
Plan.
6.
Option Not Transferable . This Option may not be transferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or
otherwise) other than by will or by the laws of descent and
distribution, and shall not be subject to execution, attachment or
similar process. Should any of the foregoing occur, Section 4 of
the Plan provides that this Option shall terminate and become null
and void.
7.
Investment Intent . By
accepting this Option, Optionee represents and agrees for himself,
and all persons who acquire rights in this Option in accordance
with the Plan through Optionee, that none of the shares of Common
Stock purchased upon exercise of this Option will be distributed in
violation of applicable federal and state laws and regulations, and
Optionee shall furnish evidence satisfactory to the Company
(including a written and signed representation letter and a consent
to be bound by all transfer restrictions imposed by applicable law,
legend condition, or otherwise) to that effect, prior to delivery
of the purchased shares of Common Stock.
8.
Termination of Option .
A vested Option shall terminate, to the extent not previously
exercised, upon the occurrence of the first of the following
events:
|
|
(i)
|
ten years from the Date of Grant;
|
|
|
(ii)
|
the expiration of three (3) months following the
date of an Optionee’s termination of employment with the
Company for any reason other than death or Disability;
or
|
|
|
(iii)
|
the expiration of six (6) months following the date
of death of the Optionee or the cessation of employment of the
Optionee by reason of Disability.
|
In the event of death of the Optionee, the Option
shall be
| 
