Exhibit 99.2
prepared
for: <<First_Name>> <<MI>>
<<Last_Name>>
<<EE>> - <<CORP>>
The Compensation Committee of the Board of Directors of CNF Inc. has awarded
you, as Optionee, the following option ("Option") to purchase shares of CNF
common stock:
Award effective date: ___________,______
Non-qualified stock
options: <<M_2005_SOP_GRANT>> shares
Grant price per share: $__________
Vesting: One-third on January 1, ____; an additional one-third
on January 1, ____; and an additional one-third on
January 1, ____
Fully vested: January 1, ____
Expiration date: ____________, _______ [ten years from grant date]
Please refer to the enclosed Highlights of Your Stock Options brochure for
information about how stock options work.
This Option is subject to the provisions of the CNF Inc. 1997 Equity and
Incentive Plan, and the attached Terms and Conditions which are part of this
Stock Option Agreement. These documents and any related documents that may be
issued in the future constitute part of a Prospectus under the Securities Act
of 1933, as amended, covering the securities issuable to you upon exercise of
your options.
I accept the Option described above and the attached Terms and Conditions of
the Stock Option Agreement. I also accept the provisions of the CNF Inc. 1997
Equity and Incentive Plan, as amended as of the Award effective date
indicated above.
Signature _____________________________________ Date_______________
If you have questions regarding your options, or you wish to take action with
respect to your options, please call Jennifer W, Pileggi, Senior Vice
President, General Counsel and Secretary at 650-378-5326 or Gary S. Cullen,
Vice President, Deputy General Counsel at 650-378-5371.
For your convenience a return envelope is included with this packet.
Terms and Conditions
Governing options awarded on ___________,_____
This document constitutes part of a prospectus of CNF Inc. covering
securities that have been registered under the Securities Act of 1933.
Except as otherwise stated in the Stock Option Agreement (the "Agreement") to
which these Terms and Conditions are attached and form a part, and subject to
the terms and conditions of the CNF Inc. 1997 Equity and Incentive Plan as
amended as of the Award effective date (the "Plan"), which Plan is
incorporated herein by reference, the following provisions apply to the
Option (as defined below). (Capitalized terms used herein without definition
shall have the meanings given to such terms in the Plan.)
1. The Company grants to Optionee the right and option to purchase (the
"Option"), on the terms and conditions of the Agreement and as hereinafter
set forth, shares of the presently authorized but unissued Common Stock
($0.625 par value) of the Company (hereinafter called the "Stock"), or
shares of authorized and issued Stock reacquired by the Company and held
in its treasury. The purchase price of the Stock subject to the Option
shall be as set forth in the Agreement but shall not be less than the Fair
Market Value of a share of Common Stock on the grant date (Award effective
date) of the Option.
2. In consideration of the Option, Optionee agrees to remain an active full-
time employee of the Company or of a Subsidiary or Affiliate (a "Regular
Employee") at all times during the period beginning with the date on which
the Option was granted and ending on the date the Option becomes fully
exercisable or at the time of Normal Retirement, whichever occurs first,
and, except to the extent that the Option becomes exercisable and
continues to be exercisable pursuant to Paragraphs 3 and 4 below, if
Optionee ceases to be a Regular Employee within said period the Option
shall become null and void.
As used herein:
Retirement means retirement under a qualified defined benefit plan of the
Company or a Subsidiary or an Affiliate as in effect on the date of
Optionee's termination of employment. For this purpose, an employee shall be
deemed to have retired under such a plan only if the employee elects within
sixty (60) days from his or her last day of employment to commence receiving
monthly benefits under the plan. The Company, Subsidiary or Affiliate may, in
its sole discretion, revise any such plan at any time or from time to time.
Normal Retirement means Retirement on or after age 65 (Normal Retirement
Date) or after attaining age 55 with combined age in whole or partial years
(rounded to the nearest whole month) plus years of service (as defined in
such qualified defined benefit plan) equal to at least 85 (the Rule of 85).
3. Except as otherwise provided in Paragraph 4, the period for exercising the
Option (the "Option Period") shall be the period, which will commence when
the Option becomes exercisable (as specified below) and will end on the
tenth anniversary of the date on which the Option was granted (referred to
herein as the "Terminal Date" of the Option).
One third of the Option will become exercisable on January 1, _____; an
additional one-third shall become exercisable on January 1, _____; and an
additional one-third shall become exercisable on January 1, _____. If the
Option consists of incentive stock options ("ISOs") and non-qualified
stock options ("NQSOs"), the ISOs and NQSOs will become exercisable on a
pro rata basis on such anniversaries.
4. In the following circumstances, the Option Period specified in Paragraph 3
shall not apply, and the Option shall be exercisable as set forth below:
(a) If Optionee ceases to be a Regular Employee during the Option Period
(other than (i) for Cause (as defined below), (ii) on account of
Retirement, (iii) following a Change in Control applicable to Optionee
or (iv) as a result of Optionee's death or Disability), the Option shall
thereafter be exercisable only to the extent exercisable at the time
Optionee ceases to be a Regular Employee and only prior to the end of
the 3-month period commencing with such cessation or prior to the
Terminal Date of the Option, whichever shall first occur (except as
otherwise provided in subparagraph (g) in the case of subsequent death).
If Optionee is absent from work with the Company, a Subsidiary or an
Affiliate because of his or her Disability or if he or she is on leave
of absence for the purpose of serving the government of the country in
which the principal place of employment of Optionee is located, either
in a military or civilian capacity, or for such other purpose or reason
as the Committee may approve, Optionee shall not be deemed during the
period of any such absence, by virtue of such absence alone, to have
ceased to be a Regular Employee, except as the Committee may otherwise
expressly provide.
As used herein:
Disability means a substantial mental or physical disability, as determined
by the Committee in its sole discretion. The Committee may rely, in making
its determination, upon the advice of one or more medical practitioners
selected by the Committee and upon such evidence as may be presented by the
Optionee. The Committee may take into account such factors as whether or not
the disability qualifies for long-term disability benefits under a Company
plan, and whether the disability qualifies for Social Security disability
benefits. The Committee may refuse to determine Disability if the Optionee
fails to provide such evidence as is required by the Committee or fails to
submit to examination by a medical practitioner selected by the Committee.
(b) If the employment of Optionee is terminated for Cause, the Option
(including any portion of the Option that may have become exercisable)
shall terminate on the date of such termination of employment, the
Option shall thereupon not be exercisable to any extent whatsoever, and
Paragraphs 4(c), (d), (e), (f) and (g) of these Terms and Conditions
shall not apply. As used herein, "Cause" means (i) the failure or
refusal by Optionee to perform, or neglect in the performance of, his
or her duties, functions or responsibilities, (ii) Optionee's commission
of acts of dishonesty, fraud, misrepresentation or other acts of moral
turpitude, or (iii) such other acts or omissions of Optionee, as the
Committee, in the exercise of its sole discretion, considers to
constitute Cause. For purposes of these Terms and Conditions, an
Optionee's employment shall be treated as having terminated for Cause
if after termination of employment Cause is discovered to have existed
before termination of employment.
(c) Except as otherwise provided in Paragraph 4(b) of these Terms and
Conditions, if the Optionee ceases to be a Regular Employee on account
of Normal Retirement (i) if the Option has not yet become fully
exercisable at such time, the Option shall continue to become
exercisable in installments under Paragraph 3, and (ii) the Option shall
continue to be exercisable until one year after the final installment
has become exercisable, or one year after the Optionee ceases to be a
Regular Employee, whichever is later, but not beyond the Terminal Date
of the Option.
(d) Except as otherwise provided in Paragraph 4(b) of these Terms and
Conditions, if the Optionee ceases to be a Regular Employee on account
of Retirement and subparagraph (c) does not apply, the Option, to the
extent unexercisable at Retirement, shall be forfeited and, to the
extent exercisable at Retirement, shall continue to be exercisable
until one year after Retirement, or the Terminal Date of the Option,
whichever shall first occur.
(e) Except as otherwise provided in Paragraph 4(b) of these Terms and
Conditions, in the event of a Change in Control applicable to Optionee
while the Optionee is a Regular Employee, the Option shall become fully
exercisable and shall continue to be exercisable until three months
after Optionee ceases to be a Regular Employee (or one year after
Optionee ceases to be a Regular Employee if Optionee ceases to be a
Regular Employee on account of Normal Retirement as provided in
subparagraph (c)), but not beyond the Terminal Date of the Option.
(f) Except as otherwise provided in Paragraph 4(b) of these Terms and
Conditions, if Optionee ceases to be a Regular Employee as a result of
Optionee's Disability, the Option shall become fully exercisable and
shall continue to be exercisable until one year after Optionee ceases
to be a Regular Employee, but not beyond the Terminal Date of
the Option.
(g) Except as otherwise provided in Paragraph 4(b) of these Terms and
Conditions, if Optionee dies --
(i)while the Optionee is a Regular Employee, the Option shall become
fully exercisable and shall continue to be exercisable until one year
after Optionee dies, but not beyond the Terminal Date of the Option,
(ii)after the Optionee ceases to be a Regular Employee (other than by
reason of Normal Retirement or death) and during such time as the
Option continues to be exercisable pursuant to Paragraph 4(a), 4(d)
or 4(f) of these Terms and Conditions, the Option shall continue to
be exercisable until one year after Optionee dies, but not beyond the
Terminal Date of the Option, or
(iii)after the Optionee ceases to be a Regular Employee on account of
Normal Retirement and during such time as the Option continues to be
exercisable pursuant to Paragraph 4(c) of these Terms and Conditions,
the Option shall become fully exercisable and shall continue to be
exercisable until one year after Optionee dies, but not beyond the
Terminal Date of the Option.
In each case, the Option may be exercised by Optionee's executor or
administrator, or by the person or persons to whom Optionee's rights
under the Option shall pass by will or by the applicable laws of descent
and distribution.
5. Optionee may exercise the Option, to the extent exercisable and with
respect to all or part of the shares of Stock then subject to such
exercise, by giving the Company written notice of such exercise,
specifying the number of shares as to which the Option is so exercised and
tendering either (i) cash or a certified check, bank draft or postal or
express money order payable to the order of the Company for an amount in
lawful money of the United States equal to the Grant price of such shares,
or (ii) properly endorsed or transferable shares of Stock with a value
equal to the Grant price of such shares, or (iii) a combination of (i) and
(ii) above having an aggregate value equal to the Grant price of such
shares. In addition, if administratively feasible, Optionee may effect a
"cashless" exercise of the Option by borrowing the Grant price from any
lender other than the Company or its Affiliates, immediately selling part
or all of the Option shares and using the proceeds to repay the loan. For
a cashless exercise, Optionee shall be responsible for all brokerage
commissions, transaction fees and other charges of the executing broker.
No partial exercise of the Option may be for less than 100 shares unless
fewer than 100 shares are outstanding under the Option, in which case the
Option may be exercised as to the total of such shares. In no event shall
the Company be required to issue fractional shares.
As soon as practicable after receipt of such notice, the Company shall,
without transfer or issue tax and (except for withholding tax arrangements
contemplated by paragraph 14 hereof) without other incidental expense to
Optionee, deliver to Optionee (or to the buyer in the case of a cashless
exercise contemplated by the preceding paragraph) at the office of the
Company, 2855 Campus Drive, Suite 300, San Mateo, California 94403, or
such other place as may be mutually acceptable to the Company and Optionee
(or such buyer), a certificate or certificates for such shares; provided,
however, that the time of such delivery may be postponed by the Company
for such period as may be required for it with reasonable diligence to
comply with applicable requirements under the Federal securities acts, as
amended, any applicable listing requirements of any national securities
exchange, and requirements under any other law or regulation applicable to
the issuance or transfer of such shares. If Optionee fails to pay for or
accept delivery of all or any part of the number of shares specified in
the notice of exercise, his or her right to purchase such undelivered
shares may be terminated by the Company at its election.
6. In the event that a corporate transaction or event described in the last
paragraph of Section 5 of the Plan shall occur, the terms of such last
paragraph of Section 5 of the Plan shall govern.
7. The Option shall, during Optionee's lifetime, be exercisable only by him
or her, and neither the Option nor any right hereunder shall be
transferable by Optionee by operation of law or otherwise, other than by
will or the laws of descent and distribution or pursuant to a qualified
domestic relations order ("QDRO"); provided, however, the Committee may,
in its discretion, (i) pursuant to rules adopted by the Committee, permit
transfer(s) of all or part of the Option in connection with Optionee's
estate planning, and (ii) permit transfers upon divorce or marital
dissolution other than pursuant to a QDRO (except that, if the Option is
an ISO, any transfer must be consistent with that status). In the event of
an attempt by Optionee to alienate, assign, pledge, hypothecate, or
otherwise dispose of the Option or of any right hereunder, except as
provided for herein, or in the event of the levy of any attachment,
execution, or similar process upon the rights or interest hereby
conferred, the Company at its election may terminate the Option by notice
to Optionee and the Option shall thereupon become null and void.
8. Neither Optionee nor any person entitled to exercise Optionee's Option in
the event of his or her death shall have any of the rights of a
shareholder with respect to the shares of stock subject to the Option
except to the extent that shares of stock are issued upon such person's
proper exercise of the Option.
9. Optionee agrees to promptly notify the Company of the sale of any shares
that were initially issued upon exercise of ISOs and not held for at least
two years from the date of grant and one year from the date of exercise,
in order for the Company to be able to comply with applicable withholding
tax laws.
10. Any notice required to be given by Optionee under the terms of the Option
shall be addressed to the Company in care of its General Counsel at 2855
Campus Drive, Suite 300, San Mateo, California 94403, and any notice to be
given to Optionee shall be addressed to him or her at his or her last
known address as shown on the Company's records or such other address as
either party hereto may hereafter designate in writing to the other. Any
such notice shall be deemed to have been duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, registered or
certified and deposited (postage or registration or certification fee
prepaid) in a post office or branch post office regularly maintained by
the United States.
11. All decisions of the Committee upon any question arising under the Plan or
any Stock Option Agreement shall be final and binding on all parties
(except for any change occurring pursuant to the claims procedures set
forth in Section 8 of the Plan).
12. Nothing herein contained shall affect Optionee's right to participate in
and receive benefits from and in accordance with the then current
provisions of any pension, insurance, or other employment welfare plan or
program of the Company [or a Subsidiary or Affiliate].
13. Nothing in the Stock Option Agreement (including these Terms and
Conditions) or any other agreement entered into pursuant hereto (i) shall
confer upon Optionee the right to continue in the employ of the Company,
any Subsidiary or any Affiliate or to be entitled to any remuneration or
benefits not set forth herein or in any such other agreement or
(ii) interfere with or limit in any way the right of the Company or any
such Subsidiary or Affiliate to terminate Optionee's employment.
14. Optionee agrees, in connection with the Option, to make appropriate
arrangements with the Company or his or her employer for satisfaction of
any applicable withholding requirements (including federal, state, local,
and foreign income, Social Security, and Medicare tax requirements).
15. The Agreement and these Terms and Conditions shall be binding upon and
inure to the benefit of any successor or successors of the Company.
16. The interpretation, performance, and enforcement of the Stock Option
Agreement and these Terms and Conditions shall be governed by the laws of
the State of Delaware.
CNF