EXHIBIT 10.1
P.A.M. TRANSPORTATION SERVICES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
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THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Option Agreement") is made and
entered into as of __________________ (the "Option Date"), by and between P.A.M.
TRANSPORTATION SERVICES, INC. (the "Company") and ___________________________
(the "Employee");
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Board of Directors of the Company has adopted the Company's 1995
Stock Option Plan, which has been approved by the shareholders of the Company,
and has been amended by an Amendment to 1995 Stock Option Plan adopted by the
Board of Directors of the Company on ___________________ (as amended, the
"Plan"). Pursuant to the terms of the Plan, the Board of Directors or the
Committee designated by the Board of Directors to administer the Plan has
selected the Employee to participate in the Plan and desires to grant to the
Employee a non-qualified stock option to purchase shares of the Company's
authorized $.01 par value common stock ("Stock"), subject to the terms and
conditions set forth below in this Option Agreement;
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants contained in this Option Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties to this Option Agreement agree as follows:
1. INCORPORATION OF PROVISIONS
This Option Agreement is subject to and is to be construed in all respects in a
manner which is consistent with the terms of the Plan, the provisions of which
are incorporated by reference into this Option Agreement. Unless specifically
provided otherwise, all terms used in this Option Agreement shall have the same
meaning as in the Plan.
2. GRANT OF OPTION
Subject to the further terms and conditions of this Option Agreement, the
Employee is granted a non-qualified stock option to purchase ________________
shares of Stock, effective as of the Option Date. This stock option is intended
to be a non-qualified stock option and is not intended to be an incentive stock
option as provided in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
3. OPTION PRICE
The Board of Directors or the Committee has determined that the price for each
share of Stock purchased under this Option Agreement shall be $________, which
is the Market Price per share as provided for in Section 8(a) of the Plan.
4. EXPIRATION OF OPTIONS
The option to acquire Stock pursuant to this Option Agreement shall expire (to
the extent not previously fully exercised) upon the first to occur of the
following:
(a) ______________, 20___
(b) The date which is three months following the date upon which the Employee
ceases to be employed by the Company or any majority-owned subsidiary of
the Company, otherwise than as a result of the Employee's death or
permanent and total disability(as defined in Section 8(g) of the Plan);
(c) The date which is the first anniversary of the date upon which the Employee
ceases to be employed by the Company, or any majority-owned subsidiary of
the Company, by reason of the Employee's death or permanent and total
disability; or
(d) The date upon which the Employee ceases to be employed by the Company or
any majority-owned subsidiary of the Company, for any reason, including
death or permanent and total disability, with respect to any portion of
this option which is not then exercisable on the date the Employee ceases
his employment with the Company.
5. EXERCISE OF OPTION
Unless the option to acquire Stock pursuant to this Option Agreement shall
earlier lapse or expire pursuant to Article 4 hereof, this option may be
exercised with respect to the aggregate number of shares subject to this Option
Agreement in accordance with the vesting schedule applicable to the Employee and
subject to the performance criteria for vesting, set forth in Exhibit A to this
Option Agreement.
To the extent that this option become exercisable in accordance with the above,
the Employee may exercise this non-qualified stock option, in whole or in part
from time to time. The option exercise price may be paid by the Employee either
in cash, or at the discretion of the Committee, by surrender of other shares of
Stock of the Company held by Employee or a combination of cash and such shares.
If the Committee permits the surrender of other shares of Stock of the Company
as all or part of the option exercise price, the Employee shall be given credit
against the option exercise price for such shares surrendered in an amount equal
to the Market Price per share of Stock determined as provided for in Section
2(g) of the Plan on the day preceding the day of the exercise of the option,
times the number of shares of Stock surrendered.
6. MANNER OF EXERCISE
This non-qualified stock option may be exercised by written notice to the
Company specifying the number of shares to be purchased and signed by the
Employee or such other person who may be entitled to acquire stock under this
Option Agreement. If any such notice is signed by a person other than the
Employee, such person shall also provide such other information and
documentation as the Board of Directors or the Committee may reasonably require
to assure that such person is entitled to acquire Stock under the terms of the
Plan and this Option Agreement.
7. RESTRICTIONS ON TRANSFERABILITY
The non-qualified stock option granted under this Option Agreement shall not be
transferable by the Employee otherwise than by will or by the laws of descent
and distribution, and such non-qualified stock option shall be exercisable
during the Employee's lifetime only by the Employee.
8. FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK
Subject to the provisions of the third paragraph of this Article 8, neither this
Option nor any portion thereof shall be exercisable at any time during which
there is not on file with the Securities and Exchange Commission an effective
Registration Statement covering the option shares on Form S-8, or on any other
or similar form promulgated by the Securities and Exchange Commission.
Nothing contained in this section shall be construed to obligate the Company to,
or to grant any right to the holder of this Option to, cause the Company to file
any Registration Statement; or, if any such Registration Statement is filed, to
prepare any additional prospectus, to file any amendments to the Registration
Statement, or to continue said Registration Statement in effect.
If at any time during which this Option is otherwise exercisable according to
its terms there is no effective Registration Statement on file with the
Securities and Exchange Commission covering the shares then acquirable
hereunder, the Board of Directors or the Committee shall permit this Option to
be exercised by the holder hereof, upon its satisfaction that the offer and sale
of such option shares to the option holder is exempt in fact from the
registration requirements of the Securities Act of 1933, as amended, and such
state securities laws as shall be applicable, and may condition such exercise
upon its receipt of such representations, factual assurances and legal opinions
as it shall deem necessary to determine and document the availability of any
such exemption and may further condition such exercise upon such undertakings by
the holder hereof or such restriction upon the transferability of the shares to
be acquired hereunder as it shall determine to be necessary to effectuate and
protect the claim to any such exemption.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be executed
by a member of the Board of Directors or a duly authorized officer of the
Company, and the Employee has executed this Option Agreement as of the Option
Date.
P.A.M. TRANSPORTATION SERVICES, INC.
By:____________________________
Its: _________________________
ATTEST:
________________________________
Secretary or Assistant Secretary
"EMPLOYEE"
_______________________________
Name: