Exhibit 10.1
EXPEDITORS INTERNATIONAL OF
WASHINGTON, INC.
2009 STOCK OPTION
PLAN
This 2009 Stock Option Plan (the
“2009 Option Plan”) provides for the grant of options
to acquire shares of common stock, $.01 par value (the
“Common Stock”), of EXPEDITORS INTERNATIONAL OF
WASHINGTON, INC., a Washington corporation (the
“Company”). Stock options granted under this 2009
Option Plan that qualify under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”), are
referred to in this 2009 Option Plan as “Incentive Stock
Options.” Incentive Stock Options and stock options that
do not qualify under Section 422 of the Code
(“Non-Qualified Stock Options”) granted under this 2009
Option Plan are referred to as “Options.”
The purposes of this 2009 Option
Plan are to retain the services of valued key employees of the
Company, its subsidiaries and such other affiliates as the Plan
Administrator shall select in accordance with Section 3 below;
to encourage such persons to acquire a greater proprietary interest
in the Company, thereby strengthening their incentive to achieve
the objectives of the shareholders of the Company; and to serve as
an aid and inducement in the hiring of new employees.
This 2009 Option Plan shall be
administered by the Board of Directors of the Company (the
“Board”) if each director is an “outside
director” (as defined below). If all directors are not
outside directors, the 2009 Option Plan shall be administered by a
committee designated by the Board and composed of two (2) or
more members of the Board that are “non-employee
directors” and “outside directors” (as defined
below), which committee (the “Committee”) may be the
compensation committee or a separate committee especially created
for this purpose. The term “non-employee director”
shall have the meaning assigned to it under Rule 16b-3 (as
amended from time to time) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
or any successor rule or regulatory requirement. The term
“outside director” shall have the meaning assigned
under Section 162(m) of the Code (as amended from time to
time) and the regulations (or any successor regulations)
promulgated thereunder (“Section 162(m) of the
Code”). The Committee shall have the powers and authority
vested in the Board hereunder (including the power and authority to
interpret any provision of this 2009 Option Plan or of any Option).
The members of any such Committee shall serve at the pleasure of
the Board. A majority of the members of the Committee shall
constitute a quorum, and all actions of the Committee shall be
taken by a majority of the members present. Any action may be taken
by a written instrument signed by all of the members of the
Committee and any action so taken shall be fully effective as if it
had been taken at a meeting. The Board, or any committee thereof
appointed to administer the 2009 Option Plan, is referred to herein
as the “Plan Administrator.”
Subject to the provisions of this
2009 Option Plan, and with a view to effecting its purpose, the
Plan Administrator shall have sole authority, in its absolute
discretion, to (a) construe and interpret this 2009 Option
Plan; (b) define the terms used in this 2009 Option Plan;
(c) prescribe, amend and rescind rules and regulations
relating to this 2009 Option Plan; (d) correct any defect,
supply any omission or reconcile any inconsistency in this 2009
Option Plan; (e) grant Options under this 2009 Option Plan;
(f) determine the individuals to whom Options shall be granted
under this 2009 Option Plan and whether the Option is an Incentive
Stock Option or a Non-Qualified Stock Option; (g) determine
the time or times
at which Options shall be granted under this
2009 Option Plan; (h) determine the number of shares of Common
Stock subject to each Option, the exercise price of each Option,
the duration of each Option and the times at which each Option
shall become exercisable; (i) determine all other terms and
conditions of Options; and (j) make all other determinations
necessary or advisable for the administration of this 2009 Option
Plan. All decisions, determinations and interpretations made by the
Plan Administrator shall be binding and conclusive on all
participants in this 2009 Option Plan and on their legal
representatives, heirs and beneficiaries.
The Board or the Committee may
delegate to one or more executive officers of the Company the
authority to grant Options under this 2009 Option Plan to employees
of the Company who, on the Date of Grant, are not subject to
Section 16(b) of the Exchange Act with respect to the
Common Stock (“Non-Insiders”), and are not
“covered employees” as such term is defined for
purposes of Section 162(m) of the Code
(“Non-Covered Employees”), and in connection therewith
the authority to determine: (a) the number of shares of Common
Stock subject to such Option; (b) the duration of the Option;
(c) the vesting schedule for determining the times at which
such Option shall become exercisable; and (d) all other terms
and conditions of such Options. The exercise price for any Option
granted by action of an executive officer or officers pursuant to
such delegation of authority shall not be less than the fair market
value per share of the Common Stock on the Date of Grant. Such
delegation of authority shall not include the authority to
accelerate the vesting, extend the period for exercise or otherwise
alter the terms of outstanding Options. The term “Plan
Administrator” when used in any provision of this 2009 Option
Plan other than Sections 2, 5(m), 5(n) and 12 shall be
deemed to refer to the Board or the Committee, as the case may be,
and an executive officer who has been authorized to grant Options
pursuant thereto, insofar as such provisions may be applied to
persons that are Non-Insiders and Non-Covered Employees and Options
granted to such persons.
Incentive Stock Options may be
granted to any individual who, at the time the Option is granted,
is an employee of the Company or any Related Corporation (as
defined below), including employees who are directors of the
Company (“Employees”). Non-Qualified Stock Options may
be granted to Employees and to such other persons who are employed
by affiliated companies, other than directors who are not
Employees, as the Plan Administrator shall select. Options may be
granted in substitution for outstanding Options of another
corporation in connection with the merger, share exchange,
acquisition of property or stock or other reorganization between
such other corporation and the Company or any subsidiary of the
Company. Any person to whom an Option is granted under this 2009
Option Plan is referred to as an “Optionee.” Any person
who is the owner of an Option is referred to as a
“Holder.”
As used in this 2009 Option Plan,
the term “Related Corporation” shall mean any
corporation (other than the Company) that is a “Parent
Corporation” of the Company or “Subsidiary
Corporation” of the Company, as those terms are defined in
Sections 424(e) and 424(f) respectively, of the Code (or
any successor provisions), and the regulations thereunder (as
amended from time to time).
The Plan Administrator is authorized
to grant Options to acquire up to a total of 3,000,000 shares of
the Company’s authorized but unissued Common Stock during the
period beginning with the Effective Date as provided for in
Section 7 and ending on April 30, 2010 (“Option
Grant Period”). The number of shares with respect to which
Options may be granted hereunder is subject to adjustment as set
forth in Subsection 5(m) hereof. In the event that any
outstanding Option expires or is terminated for any
reason,
the shares of Common Stock allocable to the
unexercised portion of such Option may again be subject to an
Option to the same Optionee or to a different person eligible under
Section 3 of this 2009 Option Plan so long as the grant is
made within the Option Grant Period; provided however, that
any canceled Options will be counted against the maximum number of
shares with respect to which Options may be granted to any
particular person as set forth in Section 6 hereof.
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5.
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TERMS AND
CONDITIONS OF OPTIONS.
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Each Option granted under this 2009
Option Plan shall be evidenced by a written or online agreement
approved by the Plan Administrator (the “Agreement”).
Agreements may contain such provisions, not inconsistent with this
2009 Option Plan, as the Plan Administrator in its discretion may
deem advisable. All Options also shall comply with the following
requirements:
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(a)
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Number of
Shares and Type of Option.
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Each Agreement, in itself or by
reference to a service provider’s stock option website, shall
state the number of shares of Common Stock to which it pertains and
whether the Option is intended to be an Incentive Stock Option or a
Non-Qualified Stock Option. In the absence of action to the
contrary by the Plan Administrator in connection with the grant of
an Option, all Options shall be Non-Qualified Stock Options. The
aggregate fair market value (determined at the Date of Grant, as
defined below) of the stock with respect to which Incentive Stock
Options are exercisable for the first time by the Optionee during
any calendar year shall not exceed $100,000, or such other limit as
may be prescribed by the Code as it may be amended from time to
time. Any portion of an Option which exceeds the annual limit shall
not be void, but rather shall be a Non-Qualified Stock
Option.
Each Agreement, in itself or by
reference to a service provider’s stock option website, shall
state the date within the Option Grant Period that the Plan
Administrator has deemed to be the effective date of the Option for
purposes of this 2009 Option Plan (the “Date of
Grant”).
Each Agreement, in itself or by
reference to a service provider’s stock option website, shall
state the price per share of Common Stock at which it is
exercisable. The exercise price shall be fixed by the Plan
Administrator at whatever price the Plan Administrator may
determine in the exercise of its sole discretion; provided
that the per share exercise price for any Option granted shall not
be less than the fair market value per share of the Common Stock at
the Date of Grant as determined by the Plan Administrator in good
faith; provided further , that with respect to Incentive
Stock Options granted to greater-than-10 percent (> 10%)
shareholders of the Company (as determined with reference to
Section 424(d) of the Code), the exercise price per share
shall not be less than 110 percent (110%) of the fair market
value per share of the Common Stock at the Date of Grant as
determined by the Plan Administrator in good faith; and,
provided further , that Options granted in substitution for
outstanding options of another corporation in connection with the
merger, share exchange, acquisition of property or stock or other
reorganization involving such other corporation and the Company or
any subsidiary of the Company may be granted with an exercise price
equal to the exercise price for the substituted option of the other
corporation, subject to any adjustment consistent with the terms of
the transaction pursuant to which the substitution is to
occur.
At the time of the grant of the
Option, the Plan Administrator shall designate, subject to
Subsection 5(g) below, the expiration date of the Option,
which date shall not be later than ten (10) years from the
Date of Grant; provided , that the expiration date of any
Incentive Stock Option granted to a greater-than-10 percent
(>10%) shareholder of the Company (as determined with reference
to Section 424(d) of the Code) shall not be later than
five (5) years from the Date of Grant. In the absence of
action to the contrary by the Plan Administrator in connection with
the grant of a particular Option, and except in the case of
Incentive Stock Options as described above, all Options granted
under this Section 5 shall expire ten (10) years from the
Date of Grant.
No Option shall be exercisable until
it has vested. The ves