KLLM Transport Services, Inc.
Amended and Restated 1996 Stock Purchase Plan
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ARTICLE I
GENERAL
1.1 Purpose of the Plan.
The purpose of the KLLM Transport Services, Inc. 1996 Stock
Purchase Plan (the "Plan") is to encourage key personnel,
consultants, advisors, and the like of KLLM Transport Services,
Inc. (the "Company") and its subsidiaries, to purchase stock of the
Company, through contractual arrangements with the Company or stock
options issued by the Company, to further instill in them a sense
of ownership, responsibility, and entrepreneurship, with a goal of
increasing their efforts and motivation for the long term benefit
of the Company and all of its shareholders.
1.2 Definitions.
"Board of Directors" means the Board of Directors of the
Company.
"Common Stock" means voting common stock of the Company, par
value $1.00 per share.
"Covered Consultant" means any Person, including third party
non-employee consultants, advisors and the like, who may from time
to time be designated a Covered Consultant by the Committee. The
power to determine who is and who is not a Covered Consultant is
reserved solely for the Committee.
"Covered Employee" means any Person, including officers and
directors in the regular full time employment of the Company or its
Subsidiaries, who may from time to time be designated a Covered
Employee by the Committee. The power to determine who is and who is
not a Covered Employee is reserved solely for the Committee.
"Optionee" means a Covered Employee or Covered Consultant to
whom a stock option is granted under the Plan.
"Person" shall mean an individual, partnership, corporation,
limited liability company, association, trust, joint venture or
unincorporated organization, or any government, governmental
department or agency or political subdivision thereof.
"Purchase Price" shall mean the price to be paid for a share
of Common Stock under the Plan as defined in Section 1.5 (a).
"Purchaser" shall mean any Covered Employee or Covered
Consultant purchasing Common Stock under the Plan and, if
applicable, his heirs, successors or assigns.
"Subsidiary" shall mean any Person of which the Company shall
at any time own directly or indirectly through another Subsidiary,
50% or more of the outstanding voting capital stock (or other
shares of beneficial interest with voting rights), or which the
Company shall otherwise control.
1.3 Administration of the Plan.
The Plan shall be administered by the Compensation Committee
(the "Committee") appointed by the Board of Directors consisting of
at least three members from the Board of Directors who serve at the
pleasure of the Board of Directors. No Person while a member of
the Committee shall be eligible to participate in the Plan. Subject
to the control of the Board of Directors, and without limiting the
generality thereof, the Committee shall have the power to interpret
and apply the Plan and to make regulations for carrying out its
purpose. More particularly, the Committee shall determine which
Covered Employees or Covered Consultants may purchase stock or be
issued options to purchase stock under the Plan and the terms of
such purchase or issuance. Determinations by the Committee under
the Plan need not be uniform and may be made by it selectively
among Persons participating in the Plan, whether or not such
Persons are similarly situated.
1.4 Shares Subject to the Plan.
The total number of shares that may be purchased or subject to
stock options pursuant to the Plan shall not exceed three hundred
thousand (300,000) shares of Common Stock. Shares subject to stock
options which terminate or expire prior to exercise shall be
available for future stock options. These shares may be either
unissued shares of Common Stock or reacquired shares of Common
Stock held in treasury.
1.5 Terms and Conditions.
All purchases of shares and issuances of stock options under
the Plan shall be evidenced by agreements in such form as the
Committee shall approve from time to time and the following
provisions:
(a) Purchase Price. The Committee shall determine from time
to time the Purchase Price for shares under the Plan.
(b) Payment. Payment for shares under the Plan shall be made
in such manner and at such time or times as shall be determined by
the Committee.
(c) Nontransferability. Agreements under the Plan and rights
arising thereunder shall not be transferable other than by will or
by the laws of descent and distribution.
(d) Additional Provisions. Each agreement under the Plan may
contain such other terms and conditions not inconsistent with the
provisions of the Plan as the Committee may deem appropriate from
time to time.
1.6 Stock Adjustments; Mergers.
(a) Notwithstanding Section 1.4, if the outstanding shares of
Common Stock are changed into or exchanged for a different number
or kind of shares or other securities of the Company or of any
other corporation by reason of any merger, sale of stock,
consolidation, liquidation, recapitalization, reclassification,
stock splits, combination of shares, or stock dividend, the total
number of shares set forth in Section 1.4 shall be proportionately
and appropriately adjusted by the Committee. If the Company
continues in existence, the number and kind of shares that are
subject to any agreement under the Plan and the purchase price per
share shall be proportionately and appropriately adjusted without
any change in the aggregate price to be paid therefor upon the
closing of a purchase or exercise of an option. With regard to
agreements obligating a Purchaser to purchase stock under the Plan,
if the Company will not remain in existence or substantially all of
the Common Stock will be purchased by a single purchaser or group
of purchasers acting together, then the Committee shall notify each
Purchaser that such Purchaser's right and obligation to purchase
the shares shall apply with appropriate adjustments as determined
by the Committee to the securities of the successor corporation to
which such Purchaser, as holder of the number of shares of Common
Stock he is required to purchase, would have been entitled. With
regard to options issued under the Plan, if the Company will not
remain in existence or substantially all of the Common Stock will
be purchased by a single purchaser or group of purchasers acting
together, then the Committee may (i) declare that all options shall
terminate thirty (30) days after the Committee gives written notice
to all Optionees of their immediate right to exercise all options
outstanding (without regard to limitations on exercise otherwise
contained in the option agreements), or (ii) notify all Optionees
that all options granted under the Plan shall apply with
appropriate adjustments as determined by the Committee to the
securities of the successor corporation to which holders of the
numbers of shares subject to such options would have been entitled,
or (iii) some combination of aspects of (i) and (ii). The
determination by the Committee as to the terms of any of the
foregoing adjustments shall be conclusive and binding.
ARTICLE II
ADDITIONAL PROVISIONS
2.1 Compliance with Other Laws and Regulations.
The Plan shall be subject to all applicable federal and state
laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for
shares of Common Stock prior to (a) the listing of such shares on
any stock exchange on which the Common Stock may then be listed and
(b) the completion of any registration or qualification of such
shares under any federal or state law, or any ruling or regulation
of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable.
2.2 Amendments.
The Board of Directors may discontinue the Plan at any time,
and may amend it from time to time.
2.3 No Rights As Shareholder.
No Purchaser or Optionee shall have any rights as a
shareholder with respect to any share purchased pursuant to the
Plan until payment of the Purchase Price and delivery to him of a
certificate or certificates for the purchased shares.
2.4 Continued Employment or Engagement Not Presumed.
This Plan, any document describing this Plan, and any
agreement entered into pursuant to this Plan, shall not give any
Covered Employee, Covered Consultant, Purchaser, Optionee or other
employee, consultant, advisor, or the like, a right to continued
employment or engagement by the Company or its Subsidiaries or
affect the right of the Company or its Subsidiaries to terminate
the employment or engagement of any such Person with or without
cause.
2.5 Effective Date; Duration.
The Plan shall be effective as of the date of its adoption by
the Board of Directors and shall expire July 30, 2006 (the
"Expiration Date"). No agreements under the Plan may be entered
into under the Plan after the Expiration Date, but agreements
entered into on or before that date may be carried out according to
their terms and shall continue to be governed by and interpreted
consistent with the terms hereof.