Exhibit 4.27
Option No. 2002-9
STONEPATH GROUP, INC.
STOCK OPTION AGREEMENT
UNDER THE
STONEPATH GROUP, INC.
AMENDED AND RESTATED
2000 STOCK INCENTIVE PLAN (the "Plan")
This Agreement is made as of the date set forth on Schedule A hereto
(the "Grant Date") by and between Stonepath Group, Inc. (the "Corporation"), and
the person named on Schedule A hereto (the "Holder").
WHEREAS, Holder is a valuable employee of the Corporation or one of its
subsidiaries and the Corporation considers it desirable and in its best interest
that Holder be given an inducement to acquire a proprietary interest in the
Corporation and an incentive to advance the interests of the Corporation by
granting the Holder an option to purchase shares of common stock of the
Corporation (the "Common Stock");
WHEREAS, to cover the granting of such Options, the Corporation has
adopted the Amended and Restated 2000 Stock Incentive Plan (the "Plan");
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree that as of the Grant Date, the Corporation hereby grants Holder an
option to purchase from it, upon the terms and conditions set forth in the Plan,
that number of shares of the authorized and unissued Common Stock of the
Corporation as is set forth on Schedule A hereto.
1. Terms of Stock Option. The option to purchase Common Stock granted
hereby is subject to the terms, conditions, and covenants set forth in the Plan
as well as the following:
(a) The Holder has been provided with, reviewed and fully
understood, the terms, conditions and covenants, of the Plan;
(b) Except as otherwise provided in this Stock Option Agreement,
this Option is granted under, governed by, and subject in its
entirety to, the terms of the Plan;
(c) The Holder has been provided with, and fully understands, the
"Disclosure Document for the Stonepath Group, Inc. Amended and
Restated 2000 Stock Incentive Plan";
(d) The Optionee should consult with the Optionee's own tax
advisors regarding the tax effects of this Option and the
Company provides no representations or warranties in this
regard;
(e) The per share exercise price for the shares subject to this
option shall be no less than the Fair Market Value (as defined
in the Plan) of the Common Stock on the Grant Date, which
exercise price is set forth on Schedule A hereto;
(f) This Option shall vest in accordance with the vesting schedule
set forth on Schedule A hereto; and
(g) No portion of this option may be exercised more than ten (10)
years from the Grant Date.
2
2. Miscellaneous.
(a) This Agreement is binding upon the parties hereto and their
respective heirs, personal representatives, successors and
assigns.
(b) This Agreement will be governed and interpreted in accordance
with the laws of the State of Delaware, and may be executed in
more than one counterpart, each of which shall constitute an
original document.
(c) No alterations, amendments, changes or additions to this
agreement will be binding upon either the Corporation or Holder
unless reduced to writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.
STONEPATH GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Authorized Executive Officer
HOLDER
/s/ Xxxxxxx X. Xxxxx
--------------------------------------
Signature
Xxxxxxx X.Xxxxx
--------------------------------------
Print Name
3
Schedule A
1. Holder: Xxxxxxx X. Xxxxx
2. Grant Date: July 3, 2002
3. Number of Shares of Common Stock covered by the Option: 100,000
4. Exercise Price: $1.30
5. The Option shall vest in accordance with the following schedule:
(a) General Vesting Provisions:
---------------------------
(i) Options to purchase 25,000 shares shall vest on July 3, 2003,
provided Holder remains continuously employed by the Corporation
from the Grant Date through July 3, 2003; and if Holder shall not
remain continuously employed by the Corporation through July 3,
2003, he shall forfeit upon such termination of Service (as defined
in the Plan), the right to vest in any of the Options granted under
this Agreement;
(ii) thereafter, commencing July 4, 2003, options to purchase 2083.33
shares shall vest on a monthly basis at the beginning of each month,
for a period of 36 consecutive months for as long, during that
36-month period, that Holder remains continuously employed by the
Corporation; and once a termination of Service occurs, all unvested
Options as of the date of the termination of Service shall no longer
continue to vest after the end of the month preceding the month in
which the termination of Service occurred, and thereafter Holder
forfeits any and all rights to any unvested Options;
(b) Upon a Change of Control:
-------------------------
(iv) Notwithstanding any provision to the contrary in the Plan, or as set
forth above, in the event of a Change of Control during the term of
Holder's employment with the Corporation, all of the Options granted
hereunder shall fully vest as of the date of the Change of Control;
(c) Other:
------
(v) upon whatever earlier dates as are permitted by the Corporation in
its sole discretion; or
(vi) as otherwise provided for, and in accordance with, the terms and
provisions of the Plan.
6. Once a termination of Service occurs, all Options to which Holder is then
entitled to exercise may only be exercised, if at all, in accordance with,
and subject to, the terms and provisions of the Plan, unless otherwise
provided for in this Option Agreement.
STONEPATH GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Authorized Executive Officer
HOLDER
/s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Signature
Xxxxx X. Xxxxx
-----------------------------------------
Print Name
4
