EXHIBIT 10.2
P.A.M. TRANSPORTATION SERVICES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
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THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Option Agreement") made and entered
into as of _________________, by and between P.A.M. TRANSPORTATION SERVICES,
INC. (the "Company") and _____________________ ("Non-Employee Director");
W I T N E S S E T H;
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WHEREAS, the Board of Directors of the Company has adopted that certain 1995
Stock Option Plan, as amended (the "1995 Plan"), a copy of which will be
provided to Non-Employee Director at his request. Pursuant to the terms of the
1995 Plan, and more specifically, Section 10, Non-Employee Director will be
granted certain non-qualified stock options to purchase shares of the Company's
authorized $.01 par value common stock ("Stock"), subject to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
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 1995 Plan, the provisions of
which are hereby 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 1995 Plan.
2. GRANT OF OPTION
Subject to the further terms and conditions of this Option Agreement, Non-
Employee Director is hereby granted a non-qualified stock option to purchase
2,000 shares of Stock, effective as of the date first written above. Hereafter,
on March 2 of each year during the term of the 1995 Plan, Non-Employee Director
shall be granted, without the necessity of action by the Board of Directors or
any committee thereof, an option to purchase 2,000 shares of Stock. The total
number of shares granted pursuant to options that Non-Employee Director holds
under the 1995 Plan is reflected in Exhibit A, attached hereto, which will be
updated annually and delivered to Non-Employee Director for attachment to this
Option Agreement.
3. OPTION EXERCISE PRICE
Pursuant to the terms of the 1995 Plan, the option exercise price for each share
of stock purchased under this Option Agreement shall be equal to 100% of the
"Market Price" of the Stock as determined by the Board of Directors or the
Committee pursuant to the 1995 Plan. The option exercise price is reflected in
Exhibit A, attached hereto.
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) the date which is the fifth anniversary of the date of grant;
(b) the date which is the 90th day following the date upon which Non-Employee
Director ceases to be a director of the Company for any reason other than
Non-Employee Director's death or permanent disability;
(c) the date which is the first anniversary of the date upon which Non-Employee
Director ceases to be a director of the Company as a result of Non-Employee
Director's death or permanent disability.
5. EXERCISE OF OPTION
Unless options hereunder 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 commencing on the date of grant.
To the extent such option becomes exercisable in accordance with the foregoing,
Non-Employee Director may exercise this non-qualified stock option, in whole or
in part from time to time. The option exercise price may be paid by Non-Employee
Director either in cash or by surrender of other shares of Stock of the Company
held by Non-Employee Director, or a combination of both, as authorized by the
Board of Directors or the Committee. Non-Employee Director shall be given credit
against the option exercise price hereunder for such shares surrendered equal to
the Market Price of the Stock.
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
Non-Employee Director or such other persons who may be entitled to acquire Stock
under this Option Agreement. If any such notice is signed by a person other
than Non-Employee Director, such person shall also provide such other
information and documentation as the Board of Directors may reasonably require
to assure that such person is entitled to acquire Stock under the terms of the
1995 Plan and this Option Agreement.
7. RESTRICTIONS ON TRANSFERABILITY
The non-qualified stock option granted hereunder shall not be transferable by
Non-Employee Director otherwise than by will or by the laws of descent and
distribution, and such non-qualified stock option shall be exercisable during
Non-Employee Director's lifetime only by Non-Employee Director.
8. FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK
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
similar for 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 may, in its sole discretion, 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 Non-Employee Director has executed this Option Agreement as of the
date first above written.
P.A.M. TRANSPORTATION SERVICES, INC.
By: ____________________________________
President
ATTEST:
____________________________________
Secretary
"NON-EMPLOYEE DIRECTOR"
____________________________________
EXHIBIT A
TO
NON-QUALIFIED STOCK OPTION AGREEMENT
DATED __________ BETWEEN
P.A.M. TRANSPORTATION SERVICES, INC.
AND THE NON-EMPLOYEE DIRECTOR
OUTSTANDING OPTIONS AS OF _____________
SHARES SUBJECT TO EXERCISE PRICE
DATE OPTION GRANTED PER SHARE
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