STOCK OPTION PLAN
NON-QUALIFED STOCK OPTION AGREEMENT
THIS
NON-QUALIFIED STOCK OPTION AGREEMENT entered into as of
________ ____, 20__ between WAKO LOGISTICS GROUP, INC., a
Delaware corporation (the "Company"), and _____________ (the
"Optionee").
W I T N E S S E T H:
1
.
The
Company, in accordance with the allotment made by the
Administrator and subject to the terms and conditions of the
2005 Stock Incentive Plan of the Company (the "
Plan "),
grants to the Optionee an option (“
Option ”)
to purchase an aggregate of __________ (______) shares of the
Common Stock, $0.001 par value per share, of the Company ("
Common Stock ")
at an exercise price of $______ per share, being at least equal to
the fair market value of such shares of Common Stock on the date
hereof. This Option is intended to constitute a non-qualified stock
option.
2
.
The
term of this Option shall be ____ years from the date hereof,
subject to the earlier termination as provided in the
Plan.
3.
Subject
to the limitations of this Agreement and as provided in the
Plan, this Option shall be exercisable for the number of
shares of Common Stock indicated according to the following
schedule:
| |
Percentage of Option Exercisable
|
|
Date
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
The
right to purchase shares of Common Stock under this Option
shall be cumulative, so that if the full number of shares
purchasable in a period shall not be purchased, the balance
may be purchased at any time or from time to time thereafter,
but not after the expiration of the Option. Notwithstanding
any of the foregoing, in no event may a fraction of a share of
Common Stock be purchased under this Option.
3.
This
Option shall be exercised by delivering a signed, completed
exercise notice in the form of
Exhibit A ,
hereto, as the same may be modified from time to time by
determination of the Company in its discretion to the Company at
200 Howard Avenue, Suite 232, Des Plaines, IL 60018, Attention:
David L. Koontz, stating that the Optionee is exercising the Option
hereunder, specifying the number of shares being purchased and
accompanied by payment in full of the aggregate purchase price
therefor in
cash (by certified or bank check or such other instrument as the
Company may accept) or, unless otherwise provided in this
Agreement, by one or more of the following: (i) in the form of
unrestricted Common Stock already owned by the Optionee, that is
acceptable to the Administrator, based in any such instance on the
fair market value of the Common Stock on the date the Option is
exercised; (ii) by certifying ownership of shares of Common Stock
owned by the Optionee to the satisfaction of the Administrator for
later delivery to the Company as specified by the Company; (iii) by
irrevocably authorizing a third party to sell shares of Common
Stock (or a sufficient portion of the shares) acquired upon
exercise of the Option and remitting to the Company a sufficient
portion of the sale proceeds to pay the entire exercise price and
any tax withholding resulting from such exercise; or (iv) by any
combination of cash and/or any one or more of the methods specified
in clauses (i), (ii) and (iii). Notwithstanding the foregoing, a
form of payment shall not be permitted to the extent it would cause
the Company to recognize a compensation expense (or additional
compensation expense) with respect to the Stock Option for
financial reporting purposes.
4.
The
Company may withhold cash and/or shares of Common Stock to be
issued to the Optionee in the amount which the Company
determines is necessary to satisfy its obligation to withhold
taxes or other amounts incurred by reason of the grant,
exercise or disposition of this Option or the disposition of
the underlying shares of Common Stock. Alternatively, the
Company may require the Optionee to pay the Company such
amount, in cash, promptly upon demand.
5.
Notwithstanding
the foregoing, this Option shall not be exercisable by the
Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "
Securities Act ")
with respect to the shares of Common Stock to be received upon the
exercise of this Option shall be effective and current at the time
of exercise or (b) there is an exemption from registration under
the Securities Act for the issuance of the shares of Common Stock
upon such exercise. The Optionee hereby represents and warrants to
the Company that, unless such a Registration Statement is effective
and current at the time of exercise of this Option, the shares of
Common Stock to be issued upon the exercise of this Option will be
acquired by the Optionee for his own account, for investment only
and not with a view to the resale or distribution thereof. In any
event, the Optionee shall notify the Company of any proposed resale
of the shares of Common Stock issued to him upon exercise of this
Option. Any subsequent resale or distribution of shares of Common
Stock by the Optionee shall be made only pursuant to (x) a
Registration Statement under the Securities Act which is effective
and current with respect to the sale of shares of Common Stock
being sold, or (y) a specific exemption from the registration
requirements of the Securities Act, but in claiming such exemption,
the Optionee shall, prior to any offer of sale or sale of such
shares of Common Stock, provide the Company (unless waived by the
Company) with a favorable written opinion of counsel satisfactory
to the Company, in form, substance and scope satisfactory to the
C
