EXHIBIT 10.15
YELLOW CORPORATION
DIRECTORS' STOCK COMPENSATION PLAN
OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement"), made this 2nd day of
January, ___________, between Yellow Corporation, a Delaware corporation (the
"Company"), and [director's name] (the "Grantee"), evidences the agreement made
between the Company and the Grantee by virtue of the Grantee's acceptance of the
Stock Option (the "Option"), granted under the Yellow Corporation Amended
Directors' Stock Compensation Plan (the "Plan").
1. Grant; Number of Shares. The Grantee has been granted an Option
covering 2,000 shares of the common stock of the Company.
2. Exercise Price. The price at which shares may be acquired on exercise
of the Option is $ [closing price on date of grant] per share.
3. Term of Option. The term of the Option is from January 2, _______,
until the close of business at the executive offices of the Company on January
2, [five years from date of grant].
4. When Option Becomes Exercisable. Except as otherwise provided in
Section 5 below, all shares become exercisable on July 1, [same year as date of
grant]. Once shares become exercisable, they may be exercised in part or in
whole from that date through January 2, [five years from date of grant].
5. Acceleration of Exercisability. Notwithstanding the provisions of
Section 4 of this Agreement:
(a) If the Grantee's membership on the Board terminates by reason of
retirement following attainment of age 70, disability, or not being renominated
or re-elected to the Board, all outstanding options held by Grantee shall
become fully exercisable and may be exercised in whole and part for a period of
one year from the date upon which the Director ceases to be a director; provided
in no event shall any options be exercisable beyond the period provided for in
Section 4, above. If Grantee's membership on the Board terminates by reason of
Grantee's resignation or death, all outstanding options held by Grantee, but
only to the extent then exercisable, may be exercised by the Grantee (or, in the
event of the Grantee's death, the person or persons to whom such Option passes
by will or the laws of descent and distribution) in whole or in part for a
period of one year from the date of such resignation or death; provided in no
event shall any options be exercisable beyond the period provided for in Section
4 above. If Grantee's membership on the Board is terminated for cause, all
outstanding options held by such Grantee shall immediately expire upon such
termination.
(b) If the Company is wholly or partially liquidated, or is a party to a
merger, consolidation or reorganization in which it is not the surviving entity,
this Option shall become immediately exercisable.
6. Method of Exercise. Rights presented by this Option shall be exercised
by written notice that shall state:
(a) The election to exercise those rights;
(b) The number of shares in respect to which the Option is being
exercised;
(c) The person(s) in whose name the stock certificate(s) receivable on
exercise of the Option are to be registered; and
(d) The address and social security number of each such person.
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The notice shall be signed by the person(s) entitled to exercise and
option and, if the Option is being exercised by a person or persons other than
the Grantee, shall be accompanied by proof, satisfactory to the Company, of the
right of such person(s) to exercise the Option. Payment of the purchase price of
any shares shall be either by (1) personal check, which must be delivered with
the notice of exercise; (2) surrender of shares of Company stock certificates
for which shares transferring ownership to the Company must accompany the notice
(this Option may be combined with the first Option to allow payment in both
stock and cash); or (3) cashless exercise pursuant to the cashless exercise
program that the Company so long as such cashless exercise is not prohibited by
law. As a condition of the exercise of the Option, the Company may require the
person(s) exercising the Option to make any representation, warranty or
undertaking required by any applicable law or regulation. A notice of exercise
is effective from and after it is received by the Secretary of the Company.
7. Transferability of Option. The Option granted to grantee may be
transferred to a member or members of the Grantee's immediate family, or to a
trust for the benefit of such immediate family member(s), or a partnership in
which such immediate family member(s) are partners. For purposes of this
provision, a Grantee's immediate family shall mean the Grantee's spouse,
children and grandchildren. Options may also be transferred pursuant to a
qualified domestic relations order.
8. Option Subject to Plan. A copy of the Plan is attached to this
Agreement. The provisions of the Plan as now in effect are hereby incorporated
in this Agreement by reference as though fully set forth herein. Grantee
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acknowledges that he or she has received, reviewed, and understands the Plan,
including the provisions of the Committee's decision on any matter arising out
of the Plan is conclusive and binding.
9. Definitions. Unless redefined herein, all terms defined in the Plan
have the same meaning when used in this Agreement.
10. Registration. Notwithstanding anything else in this Plan, this Option
is not exercisable until such time as the Company complies with all regulatory
requirements regarding registration of the shares to be issued under the terms
of the Plan.
YELLOW CORPORATION
By:
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Title:
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GRANTEE
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