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Exhibit 10.39
NONSTATUTORY STOCK OPTION
AWARD AGREEMENT
PURSUANT TO THE
PACER INTERNATIONAL, INC.
2006 LONG-TERM INCENTIVE PLAN
This NON-STATUTORY STOCK OPTION AWARD
AGREEMENT (the “Agreement”) is made and entered into as
of the day
of
, 200 , by and between Pacer International,
Inc. (the “Company”), a Tennessee corporation, and
(the “Grantee”).
Background
Information
The Compensation Committee and the Board
of Directors (the “Board”) have adopted the Pacer
International, Inc. 2006 Long-Term Incentive Plan (the
“Plan”), and the shareholders have approved the
Plan.
The Compensation Committee of the Board
has approved the grant of Nonstatutory Stock Option to Grantee,
subject to the terms of the Plan.
The Grantee desires to accept this
Nonstatutory Stock Option and agrees to be bound by the terms and
conditions of the Plan and this Agreement.
Accordingly, upon and subject to the
terms and conditions of this Agreement and the Plan, the Company
hereby grants as of the Date of Grant to the Grantee the
Nonstatutory Stock Option described below (the
“Option”) pursuant to Section 6 of the Plan in
consideration of the Grantee’s services to the Company.
Capitalized terms used herein and not defined herein have the
meaning ascribed to them in the Plan.
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B.
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Option, Exercise, Price
and Term : up to
shares of the Company’s common stock (“Option
Shares”), par value $0.01 per share, at a per price exercise
price equal to $
, the closing price on the Date of Grant. The number of Option
Shares and the exercise price are subject to future adjustment upon
the occurrence of certain events as provided in the Plan. The
Option is not intended to qualify for federal income tax
purposes as an Incentive Stock Option within the meaning of
Section 422 of the Code. The term of the option (the
“Option Term”) shall commence on the Date of Grant and
expire on the tenth (10 th ) anniversary of the Date of Grant, unless sooner
terminated, canceled or forfeited as provided herein or in the
Plan.
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C. |
Vesting Schedule : The Option shall vest and become
exercisable in annual increments of 25% of the total number of
Option Shares on each anniversary of the Date of Grant (but as to
whole shares only, with any fractional shares that would otherwise
vest being carried forward until the aggregate amount thereof
equals a whole share), subject to the terms and conditions of this
Agreement and the Plan. Vesting of the Option shall cease as of the
date on which Grantee’s Continuous Status as an Employee or
Consultant terminates. |
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D. |
Effect of Death, Disability and Termination of Service on
Awards . The unexercised portion of the Option granted under
this Agreement shall automatically terminate and shall become null
and void and be of no further force or effect upon the first to
occur of the following: |
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(a) |
the
three-month anniversary of the date on which Grantee’s
Continuous Status as an Employee or Consultant terminates for any
reason other than the death or Disability
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of the Grantee;
provided , however , that if such Grantee shall die
after the date on which his Continuous Status as an Employee or
Consultant terminates but before the three-month anniversary
thereof, the unexercised portion of such Option shall automatically
terminate and become null and void and be of no further force or
effect upon the 12-month anniversary of the date on which
Grantee’s Continuous Status as an Employee or Consultant
terminated;
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(b) |
the 12-month anniversary of the date on which Grantee’s
Continuous Status as an Employee or Consultant terminates due to
Grantee’s death or Disability; or |
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(c) |
the date on which Grantee’s Continuous Status as an
Employee or Consultant terminates for Cause (as defined
below). |
For purposes of this
Agreement, the term “ Cause ” means the
termination of Grantee’s Continuous Status as an Employee or
Consultant because of (i) the commission by such Grantee of
any act of fraud, theft or financial dishonesty with respect to the
Company or any of its Subsidiaries, or such Grantee has been
convicted of, or plead guilty to, a felony, (ii) any material
breach by such Grantee of any material provision of this Agreement
or the Plan or any one or more agreements or understandings between
the Company or any Subsidiary thereof on the one hand and such
Grantee on the other hand (whether written or oral) regarding the
terms of such Grantee’s service as an Employee or
Co
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