Exhibit 4.4
RUSH
ENTERPRISES, INC. 2007 LONG-TERM INCENTIVE PLAN
STOCK
OPTION AGREEMENT
STOCK OPTION AGREEMENT
dated as of the Grant Date (the “Grant Date”) set forth
on Schedule I hereto, between RUSH ENTERPRISES, INC., a Texas
corporation (the “Company”), and the employee of the
Company or of a subsidiary of the Company identified on
Schedule I hereto (the “Employee”).
On the Grant Date the
Company granted to the Employee the option or options hereinafter
described pursuant to, and subject to and upon the terms and
conditions set forth in, the Rush Enterprises, Inc. 2007 Long-Term
Incentive Plan, as amended from time to time (the
“Plan”), and promptly thereafter notified the Employee
of the grant of such option or options.
NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for
other good and valuable consideration, the parties hereto hereby
agree as follows:
1.
Grant of Option
.
(a)
On the Grant Date, the Company irrevocably granted to the Employee,
as a matter of separate agreement and not in lieu of salary or any
other compensation for services, the right and option to purchase
all or any part of the aggregate number of shares of its Common
Stock, par value $.01 per share (the “Common Stock”),
set forth on Schedule I hereto, on the terms and conditions
herein set forth.
(b)
To the extent set forth in Schedule I hereto, the right and
option to purchase shares of Common Stock are intended to be an
incentive stock option (an “ISO”) within the meaning of
Section 422(b) of the Internal Revenue Code of 1986, as
amended (the “Code”). To the extent such right
and option to purchase shares of Common Stock as set forth on
Schedule I hereto is not identified as being intended to be an
ISO, such right and option will be considered a non-statutory
option. In addition, to the extent that a right and option to
purchase shares of Common Stock intended to be an ISO does not
qualify as an ISO, such right and option, to the extent that it
does not so qualify, shall be converted to a non-statutory
option.
(c)
The ISOs and non-statutory stock options granted to the Employee
hereunder are each referred to as an “Option” and
collectively referred to as the “Options”.
2.
Terms .
(a)
Exercise Price . The exercise price per share for the
shares of Common Stock subject to an Option granted hereunder shall
be the per share amount set forth in Schedule I hereto for
such Option (the “Exercise Price”). With respect
to any Option, the Exercise Price shall not be less than the fair
market value per share (determined as of the date the Option is
granted) of the Common Stock on such date.
(b)
Vesting . Subject to the provisions of Section 4
of this Agreement and the Plan, the Option or Options granted
hereunder shall become exercisable as to the portions of the
aggregate number of shares covered by such Option as set forth on
Schedule I hereto on and after each of the related dates
during the term of such Option set forth on Schedule I
hereto.
(c)
Term and Conditions of Exercise . An Option granted
hereunder shall be exercisable in whole at any time or in part from
time to time during the term of such Option as to all or any of the
shares then purchasable under such Option, but not as to less than
the minimum number of shares stated on Schedule I hereto with
respect to such Option (or the shares then purchasable under the
Option if less than such minimum) at any one time; provided that if
there is a SAR (as defined in the Plan) outstanding which relates
to any of the shares purchasable under such Option, then the number
of shares so purchasable shall be reduced by the number of shares
in respect of which the SAR has been exercised.
The term of the Option or
Options subject hereto shall be for the number of years from the
Grant Date set forth on Schedule I hereto with respect to such
Option or such shorter period of time as is described in
Section 4. In no event shall the term of the Option
exceed ten years from the Grant Date.
Except as provided in
Section 4, an Option granted hereunder shall not be
exercisable unless the Employee shall, at the time of exercise, be
an employee of the Company or of a subsidiary of the Company.
The holder of such Option shall have none of the rights of a
shareholder with respect to the shares subject to such Option until
such shares are transferred to the holder upon the exercise of such
Option.
3.
Restrictions on Transfer
. An Option granted hereunder shall not be assignable or
transferrable by the Employee except by will or by the laws of
descent and distribution, and subject to Section 4(a), such
Option is exercisable, during the Employee’s lifetime, only
by the Employee. The designation of a beneficiary by the
Employee shall not constitute a transfer. More particularly
(but without limiting the generality of the foregoing), such Option
may not be assigned, transferred (except as aforesaid), pledged or
encumbered in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar
process. In the event of any attempted assignment, transfer,
pledge, encumbrance or other disposition of such Option contrary to
the provisions hereof, or the levy of any attachment or similar
process upon such Option, such Option shall be null and void and of
no further effect.
4.
Status of Option Upon Certain
Events . If the Employee’s employment shall
terminate prior to the complete exercise of an Option granted
hereunder, then such Option shall thereafter be exercisable solely
to the extent provided in paragraphs (a) through (c) of this
Section 4; provided, however, that (i) such Option may
not be exercised after the scheduled expiration date and
(ii) if the Employee’s employment terminates for any
reason other than as contemplated by paragraphs (a) through (c) of
this Section 4, the Option shall remain exercisable for a
period of 30 days following such termination (but in no event shall
such period extend beyond the scheduled expiration of such Option)
at which time such Option shall immediately terminate and be
forfeited, but only for the number of shares for which such Option
shall have vested as provided on Schedule I hereto as of the date
of such termination.
(a)
Death or Disability or Retirement . If the Employee
shall die or be subject to Disability (as defined in Section
22(e)(3) of the Code) while employed by the Company or a subsidiary
or Retire (defined as termination by the Employee of the
Employee’s employment relationship with the
Company after 10 years of
employment with the Company and attaining the age of 60), an Option
granted hereunder (unless previously terminated pursuant to
paragraphs (b), (c) or (d) below) may be exercised as
follows: (i) in the case of death, in full for the
aggregate number of shares covered thereby by the legatee or
legatees of such Option under the Employee’s last will, or by
the personal representatives or distributes of the Employee, at any
time within a period of one year after the Employee’s death,
but in no event after the expiration of such Option set forth in
Section 2(c); (ii) in the case of Disability while employed by
the Company or a subsidiary, in full for the aggregate number of
shares covered thereby by the Employee or by the personal
representatives of the Employee if the Employee is unable to act
for himself or herself, at any time within a period of one year
after the Employee ceases to be an employee of the Company or one
of its subsidiaries, but in no event after the expiration of such
Option set forth in Section 2(c) herein; and (iii) in the case
of retirement, for so long as the Employee does not become employed
by a “competitor” of the Company subsequent to such
retirement, the Option shall continue to vest pursuant to the
Vesting Schedule set forth on Schedule I hereto, but in no
event after the expiration of the Option set forth in Section 2(c)
herein. A determination as to whether the Employee has become
employed by a “competitor,” and the definition of
“competitor,” shall be made by the Compensation
Committee (the “Committee”), in its sole
discretion. In the event Employee becomes employed by a
“competitor,” then the Option can be exercised within
90 days of the date such employment occurs for the number of shares
for which such Option shall have vested on such date. If an
ISO is exercised more than three
