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EXHIBIT 10.11.1
TRAILER BRIDGE, INC.
STOCK INCENTIVE PLAN
OPTION AWARD AGREEMENT
THIS AGREEMENT is made and entered into as of the date set forth on
the signature page hereof by and between TRAILER BRIDGE, INC., a Delaware
corporation ("Company"), and the individual whose signature is set forth on the
signature page hereof (the "Optionee").
W I T N E S S E T H
WHEREAS, the Company has adopted the Trailer Bridge, Inc. Stock
Incentive Plan ("Plan"), the terms of which, to the extent not stated herein,
are specifically incorporated by reference in this Agreement;
WHEREAS, the purpose of the Plan is to permit Options under the Plan
to be granted to Key Employees and certain other persons, and the Plan provides
for Option Agreements to further specify the terms and conditions under which
such individuals may receive such Options;
WHEREAS, the Optionee is now serving as a Key Employee of the Company
and the Company desires him or her to remain in such capacity, and to secure or
increase his or her ownership of Shares in order to increase his or her
incentive and personal interest in the success and growth of the Company; and
WHEREAS, defined terms used herein and not otherwise defined herein
shall have the meanings set forth in the Plan.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:
(1) OPTION GRANT.
(a) Subject to the terms and conditions set forth herein,
the Company hereby grants to the Optionee an option (the "Option") to purchase
from the Company all or any part of the aggregate number of Shares (hereinafter
referred to as the "Option Stock") set forth on the signature page hereof, at
the purchase price per Share set forth on the signature page hereof. Unless
provided otherwise on the signature page hereof, the Option shall not be an
Incentive Stock Option for purposes of Section 422 of the Code. The Option may
not be exercised prior to the Initial Exercise Date set forth on the signature
page hereof or after the Expiration Date set forth thereon, except that other
than as provided herein, the Option shall not be exercisable after the
termination of the Optionee's employment with the Company or any Affiliate of
the Company ("Employment").
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(b) The Option may be exercised in whole or in part by
notice in writing to the Company. The aggregate purchase price for the Shares
for which the Option is exercised shall be paid to the Company at the time of
exercise in cash, or, with the consent of the Committee, Shares registered in
the name of the Optionee, or by a combination thereof, all as provided on the
signature page hereof. If the purchase price may be paid wholly or partly in
Shares, any Shares tendered in payment thereof shall be free of all adverse
claims and duly endorsed in blank by the Optionee or accompanied by stock
powers duly endorsed in blank. Shares tendered shall be valued at Fair Market
Value on the date on which the Option is exercised.
Payment of the aggregate purchase price for the Shares for
which the option is exercised may also be made in whole or in part by delivery
(including by facsimile) to the Company of an executed irrevocable option
exercise form together with irrevocable instructions, in a form acceptable to
the Company, to a broker-dealer to sell or margin a sufficient portion of the
Option Stock and deliver the sale or loan proceeds directly to the Company to
pay for the exercise price.
2. Nontransferability of Option. Except as may be permitted
otherwise pursuant to the Plan, this Option is not transferable other than by
will or by the laws of descent and distribution. The Option may be exercised
during the life of the Optionee only by the Optionee (or his/her legal
representative).
3. Securities Law Restrictions. The Optionee agrees and
acknowledges with respect to any Option Stock that has not been registered
under the Securities Act of 1933, as amended (the "Act"), that (i) the Optionee
will not sell or otherwise dispose of such Shares except pursuant to an
effective registration statement under the Act and any applicable state
securities laws, or in a transaction which, in the opinion of counsel for the
Company, is exempt from such registration, and (ii) a legend will be placed on
the certificates for the Option Stock to such effect.
4. Exercise of Option.
(a) Except as provided herein, the Option shall be
exercisable only prior to the Expiration Date, and then only as set forth in
the following table:
Cumulative Fraction
Years From of Shares Optioned
Grant Date Which Is Exercisable
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After 1 Year 20%
After 2 Years 40%
After 3 Years 60%
After 4 Years 80%
After 5 Years 100%
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(b) If the Optionee's Employment is terminated because of
death or Total Disability (as such terms are defined below) on or after the
Initial Exercise Date set forth on the signature page hereof, the Optionee or,
in the case of his or her death, his or her Beneficiary (as defined herein)
shall be entitled to exercise the Option, in the full amount granted without
regard to any restrictions on exercise set forth in paragraph (a), above, until
the Expiration Date. If such a termination occurs prior to the Initial
Exercise Date, the Optionee, or in the case of his or her death, his or her
Beneficiary, shall be entitled to exercise the Option to the extent, if any, as
the Board of Directors or Committee may determine.
(c) If the Optionee's Employment is terminated on or
after the Initial Exercise Date for any reason other than Cause (as defined
below), death or Total Disability, the Optionee shall be entitled to exercise
the Option, to the extent exercisable pursuant to paragraph (a), above, until 3
months after such termination. If such a termination occurs prior to the
Initial Exercise Date, the Optionee shall be entitled to exercise the Option
during such 3-month period to the extent, if any, as the Board of Directors or
Committee may determine.
(d) If the Optionee's Employment is terminated for Cause,
the Optionee shall have no right to exercise any portion of any Option not yet
exercised as of the date of such termination for Cause.
(e) As used herein, (i) "Total Disability" means
permanent and total disability within the meaning of Code Section 22(e)(3), and
(ii) "Cause" means, as determined by the Board of Directors, the Optionee's
willful failure to perform his or her duties or intentional dishonest or
intentional illegal conduct in connection with his or her Employment.
5. Acceleration. In the event of a Change of Control (as defined
below) any Options shall be immediately exercisable (without regard to any
limitation imposed by the Plan or this Agreement at the time the Option was
granted, which permits all or any part of the Option to be exercised only after
the lapse of time), and will remain exercisable until the expiration of the
Option. "Change of Control" for this purpose means: (i) the adoption of a
plan of reorganization, merger, share exchange or consolidation of the Company
with one or more other corporations or other entities as a result of which the
holders of the Shares as a group would receive less than fifty percent (50%) of
the voting power of the capital stock or other interests of the surviving or
resulting corporation or entity; (ii) the adoption of a plan of liquidation or
the approval of the dissolution of the Company; (iii) the approval by the Board
of Directors of an agreement providing for the sale or transfer (other than as
security for obligations of the Company or any subsidiary) of substantially all
of the assets of the Company; (iv) the acquisition (other than by will or by
the laws of descent and distribution or from the person's parent, grandparent
or spouse (or trusts for the benefit of the transferor's children,
grandchildren and/or spouse or partnerships in which any such family members
are the only partners)) of more than thirty percent (30%) of the outstanding
Shares by any person within the meaning of Rule 13(d)(3) under the Securities
Exchange Act of 1934, as amended, if such acquisition is not preceded by a
prior expression of approval by the Board; or (v) one-third or more of the
members of the Board of Directors of the Company are not Continuing Directors
(a "Continuing
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Director" means any member of the Board of Directors of the Company who was a
director on January 1, 1997, and any director who is recommended for election,
or is elected to fill a vacancy, as a director by a majority of the Continuing
Directors then on such Board).
6. Beneficiary.
(a) The person whose name appears on the signature page
hereof after the caption "Beneficiary" or any successor designated by the
Optionee in accordance herewith (the person who is the Optionee's Beneficiary
at the time of his or her death herein referred to as the "Beneficiary") shall
be entitled to exercise the Option, to the extent it is exercisable, after the
death of the Optionee. The Optionee may from time to time revoke or change his
or her Beneficiary without the consent of any prior Beneficiary by filing a new
designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Optionee's death, and in no event shall any designation
be effective as of a date prior to such receipt.
(b) If no such Beneficiary designation is in effect at
the time of an Optionee's death, or if no designated Beneficiary survives the
Optionee or if such designation conflicts with law, the Optionee's estate shall
be entitled to exercise the Option, to the extent it is exercisable after the
death of the Optionee. If the Board of Directors or Committee is in doubt as
to the right of any person to exercise the Option, the Company may refuse to
recognize such exercise, without liability for any interest or dividends on the
Option Stock, until the Board of Directors or Committee determines the person
entitled to exercise the Option, or the Company may apply to any court of
appropriate jurisdiction and such application shall be a complete discharge of
the liability of the Company therefor.
7. No Rights As Stockholder. The Optionee shall have no rights
as a holder of the Option Stock until the issuance of a certificate for the
Option Stock.
8. Tax Withholding.
(a) It shall be a condition of the obligation of the
Company to issue Option Stock to the Optionee or the Beneficiary, and the
Optionee agrees, that the Optionee shall pay to the Company upon its demand,
such amount as may be requested by the Company for the purpose of satisfying
any liability it may have to withhold federal, state, or local income or other
taxes incurred by reason of the exercise of the Option.
(b) If the purchase price may be paid wholly or partly in
Shares, the Optionee may elect to have the Company withhold that number of
Shares of Option Stock otherwise issuable to the Optionee upon exercise of the
Option or to deliver to the Company a number of Shares, in each case, having a
Fair Market Value on the Tax Date (as defined below) equal to the minimum
amount required to be withheld as a result of such exercise. The election must
be made in writing and must be delivered to the Company prior to the Tax Date.
If the number
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of shares so determined shall include a fractional share, the Optionee shall
deliver cash in lieu of such fractional share. As used herein, Tax Date means
the date on which the Optionee must include in his or her gross income for
federal income tax purposes the fair market value of the Option Stock over the
purchase price therefor.
9. Adjustments in Event of Change in Shares. In the event that
the Committee shall determine that any dividend or other distribution (whether
in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
securities of the Company, or other similar corporate transaction or event
affects the Shares issuable on exercise of the Option, such that an adjustment
is determined by the Committee to be appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made
available under the Plan, then the Committee shall, in such manner as it may
deem equitable, promptly adjust the number and type of Shares awarded pursuant
to this Agreement, or the terms, conditions, or restrictions of this Agreement;
provided, however, that the number of Shares subject to any Option payable or
denominated in Shares shall always be a whole number.
10. Powers of Company Not Affected. The existence of the Option
shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any combinations, subdivision or
reclassification of the Shares or any reorganization, merger, consolidation,
business combination, exchange of Shares, or other change in the Company's
capital structure or its business, or any issue of bonds, debentures or stock
having rights or preferences equal, superior or affecting the Option Stock or
the rights thereof, or dissolution or liquidation of the Company, or any sale
or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.
Nothing in this Agreement shall confer upon the Optionee any right to continued
Employment.
11. Miscellaneous.
(a) This Agreement shall be governed and construed in
accordance with the laws of the State of Florida applicable to contracts made
and to be performed therein between residents thereof.
(b) This Agreement may not be amended or modified except
by the written consent of the parties hereto.
(c) The captions of this Agreement are inserted for
convenience of reference only and shall not be taken into account in construing
this Agreement.
(d) This Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns and shall be binding upon
and inure to the personal benefit of the Optionee, the Beneficiary and the
personal representative(s) and heirs of the Optionee.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer and its corporate seal hereunto
affixed, and the Optionee has hereunto affixed his or her hand, all on the day
and year set forth below.
TRAILER BRIDGE, INC.
[CORPORATE SEAL] By:
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Its:
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Optionee
Name:
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No. of Shares of Option Stock:
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Exercise Price Per Share: $ Grant Date: _______, 1997
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Payment of Purchase Price: Cash and/or, with Initial Exercise Date: _______, 1998
the consent of the
Committee, Shares
Date of Agreement: ___________, 1997 Expiration Date: _______, 2007
Beneficiary: ---------------- Address of Beneficiary:
Beneficiary Tax Identification --------------------------------------------
No.: --------------------------------------------
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