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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. 2008 STOCK OPTION PLAN STOCK OPTION AGREEMENT

Stock Option Agreement

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. 2008 STOCK OPTION PLAN STOCK OPTION AGREEMENT | Document Parties: EXPEDITORS INTERNATIONAL OF WASHINGTON INC You are currently viewing:
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EXPEDITORS INTERNATIONAL OF WASHINGTON INC

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Title: EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. 2008 STOCK OPTION PLAN STOCK OPTION AGREEMENT
Governing Law: Washington     Date: 2/27/2009
Industry: Misc. Transportation     Sector: Transportation

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. 2008 STOCK OPTION PLAN STOCK OPTION AGREEMENT, Parties: expeditors international of washington inc
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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 .

 

Vesting Date

  

Portion of Total Option
Which Will Be Exercisable

•        , 2011

  

50%

•        , 2012

  

75%

•        , 2013

  

100%

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 b


 
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