USA TRUCK, INC.
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option
Agreement (the “Agreement”), made and entered into as
of the ___ day of ________, 20__, by and between USA Truck, Inc., a
Delaware corporation (the “Company”), and
__________________ (“Optionee”);
WITNESSETH:
WHEREAS, the Company has adopted the
USA Truck, Inc. 2004 Equity Incentive Plan for employees, officers
and directors of USA Truck, Inc. (the “Plan”) providing
for the grant of incentive stock options to employees of the
Company for the purchase of the Company’s Common Stock;
and
WHEREAS, the Executive Compensation
Committee (the “Committee”) acting under the Plan has
determined to grant an incentive stock option under the Plan to
Optionee, who is currently an employee of the Company;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants herein contained, it is
agreed by and between the Company and Optionee as
follows:
1.
Definitions . As used in this Agreement, the following terms
shall have the following meanings, respectively:
(a) “Affiliate” shall have
the meaning set forth in Article II of the Plan and shall include
any party now or hereafter coming within that
definition.
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(b)
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“Common Stock” shall
have the meaning set forth in Article II of the Plan.
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(c)
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“Fair Market Value”
shall have the meaning set forth in Article II of the
Plan.
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(d) “Termination of Service” shall
mean a termination of Optionee’s employment with the Company
or an Affiliate for any reason, whether voluntary or involuntary,
including by reason of death, Disability or Retirement. Any
question as to whether and when there has been a Termination of
Service for the purposes of this Agreement and the cause of such
Termination of Service shall be determined by the Committee and
such determination shall be final. Transfer of Optionee’s
employment without interruption of service between Affiliates of
the Company, or between the Company and any Affiliate of the
Company, shall not be considered a Termination of Service for
purposes of this Agreement. A Termination of Service shall be
deemed to occur if the Optionee’s employment relationship is
with an entity that ceases to be an Affiliate.
2.
Option . Subject to the terms and conditions set
forth herein, the Company hereby grants to Optionee the option to
purchase from the Company, as hereinafter set forth and
in
581234.2
accordance with the vesting schedule
set forth in Section 4 of this Agreement, _____ shares of the
Common Stock of the Company at a price of $_____ per share,
exercisable in whole or from time to time in part for a period
commencing on ______ __, 20__ and terminating at 5:00 p.m., Central
Time, on the first to occur of the following dates: (i) ______ __,
20__; (ii) 30 days after the date of Optionee’s Termination
of Service for any reason other than death, to the extent he was
entitled to do so at the date of Termination of Service, or (iii)
one year after the date of Optionee’s Termination of Service
by reason of death, to the extent Optionee was entitled to do so at
the date of Termination of Service. Any provision of this Agreement
to the contrary notwithstanding, the option granted hereunder shall
expire and become null and void immediately upon Optionee’s
Termination of Service by reason of Optionee’s fraud,
dishonesty or performance of other acts detrimental to the Company
or an Affiliate (as determined by the Committee in its sole
discretion). An option may be exercised only for whole shares and
may not be exercised for less than a reasonable number of shares at
any one time, as determined by the Committee. This option shall
expire and be void with respect to any shares of Common Stock
subject hereto which have not been theretofore purchased by the end
of the Option Period.
The option covered by this Agreement
is intended to be an “incentive stock option” within
the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended from time to time, and shall be construed as such to the
maximum extent permitted by law.
3.
Exercise During Employment . Except as provided in Section 2 hereof, this
option may not be exercised unless Optionee is at the time of
exercise an employee of the Company or of an Affiliate.
4.
Vesting . Subject to the provisions of Sections 2 and 3
hereof, this option may be exercised in increments over a period
commencing on ______ __, 20__ and ending on ______ __, 20__ in
accordance with the following table. This option shall be
exercisable with respect to each of the _____ increments during the
period beginning on the vesting date and ending on the last date of
the exercise period specified for such increment in the table
below:
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Increment
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Vesting Date
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Exercise Period
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[Vesting provisions
inserted]
5.
Manner of Exercise . To the extent this option has vested and becomes
exercisable, this option may be exercised by delivery to the
Treasurer of the Company or sent by United States registered mail
addressed to the Company (for the attention of the Treasurer) at
its corporate office in Van Buren, Arkansas a written stock option
exercise agreement or notice, in a form and in accordance with
procedures established by the Committee, setting forth the number
of shares with respect to which this option is being exercised, the
restrictions imposed on the shares purchased under such exercise
agreement, if any, and such representations and agreements as may
be required by the Committee, accompanied by payment in full as
described in Section 6 hereof.
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6.
Payment . The
exercise price for shares purchased under this option shall be paid
in full as directed by the Company to the Company or a brokerage
firm designated or approved by the Company by delivery of
consideration equal to the product of the option exercise price and
the number of shares purchased. Such consideration must be paid
before the Company will issue the shares being purchased and must
be in a form or a combination of forms acceptable to the Committee
for that purchase, which forms may include: (a) check;
(b) wire transfer; (c) tendering by attestation shares of
Common Stock that have been owned by the Optionee for more than six
months and that on the day prior to the exercise date have a Fair
Market Value equal to the aggregate exercise price of the shares
being purchased under the option; (d) to the extent permitted
by applicable law, delivery of a properly executed exercise notice,
to
