EXHIBIT 10.52
EXPEDITORS INTERNATIONAL OF
WASHINGTON, INC.
2008 STOCK OPTION PLAN
STOCK OPTION
AGREEMENT
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.
5. Vesting Schedule
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Portion of Total Option
Which Will Be Exercisable
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• ,
2011
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50%
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• ,
2012
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75%
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• ,
2013
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100%
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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:
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(i)
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ten years from
the Date of Grant;
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(ii)
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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
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(iii)
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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.
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In the event of death of the
Optionee, the Option shall b