Exhibit 10.16
EMPLOYEE STOCK
PURCHASE PLAN II
This Employee Stock Purchase Plan II (the "Plan") is adopted by the
board of directors of International Logistics Limited, a Delaware corporation
(the "Company"), as of the Plan Date.
ARTICLE I
PURPOSE OF PLAN; STRUCTURE
The Plan is adopted by the Board for employees of the Company and its
Subsidiaries as a part of the compensation and incentive arrangements for such
employees. The Plan is intended to advance the best interests of the Company by
allowing such employees to acquire an ownership interest in the Company, thereby
motivating them to contribute to the success of the Company and to remain in the
employ of the Company and its Subsidiaries. The availability and offering of
stock under the Plan will also enhance the Company's ability to attract and
retain individuals of exceptional talent to contribute to the sustained
progress, growth and profitability of the Company.
Pursuant to the Plan, Participants will be granted the right to
acquire shares of the Company's Common Stock. Shares of the Company's Common
Stock issued hereunder will be subject to transfer and other restrictions
contained herein, the Subscription Agreement executed by such Participant, the
Stockholders Agreement, the Registration Rights Agreement and/or in other
similar agreements that may be executed by Participants.
Each Participant will execute a Subscription Agreement in connection
with his acquisition of Common Stock. All shares of such stock will be held
subject to the terms of such Subscription Agreement and to the terms of the
Stockholders Agreement and the Registration Rights Agreement (or to the terms of
similar agreements that may be executed by Participants).
ARTICLE II
DEFINITIONS
For purposes of the Plan, except where the context clearly indicates
otherwise, the following terms shall have the meanings set forth below:
"AGGREGATE VALUE" means (EBITDA x 5) - (Debt - CA), where:
1. EBITDA means the Company's consolidated earnings before
interest, taxes, depreciation and amortization for the four
fiscal quarters of the Company ending on the Date of
Termination computed in accordance with generally accepted
accounting principles;
2. Debt means any current or long-term indebtedness of the
Company as of the Date of Termination (including capitalized
lease obligations and accrued but unpaid interest), as set
forth on the Company's consolidated balance sheet (prepared
in accordance with generally accepted accounting principles)
as of the Date of Termination; and
3. CA means the Company's consolidated cash and cash
equivalents on hand, including, without limitation, payments
that have been received or will be received upon the
exercise of options and warrants to the extent such options
and warrants are included in Section 6.1(b), as set forth on
its consolidated balance sheet (prepared in accordance with
generally accepted accounting principles) as of the Date of
Termination.
"BOARD" means the board of directors of the Company.
"COMMISSION" means the United States Securities and Exchange
Commission.
"COMMON STOCK" means the Company's common stock, par value $0.001 per
share, or in the event that the outstanding Common Stock is hereafter changed
into or exchanged for different stock or securities of the Company, such other
stock or securities.
"DATE OF TERMINATION" shall mean the date on which termination of the
Participant's employment occurs, for any reason whatsoever, including, without
limitation, death, disability, resignation, retirement or termination of
employment with or without cause.
"COMPANY" means International Logistics Limited, a Delaware
corporation, or any successor corporation (whether by merger or consolidation or
purchase of all or substantially all of the Company's assets determined on a
consolidated basis).
"EMPLOYEE" means an employee of the Company or any of its
Subsidiaries, whether such employee's employment commences before, on or after
the Plan Date.
"OFFERED SHARES" means, with respect to any Participant, (a) any
shares of Common Stock purchased by such Participant pursuant to Article V of
this Plan and (b) any shares of the capital stock of the Company issued in
respect of any of the securities described in clause (a) above, whether by way
of stock dividend, stock split, merger, consolidation, reorganization or other
recapitalization. Offered Shares shall remain Offered Shares in the hands of
any holder other than such Participant (except for (i) the Company and its
successors-in-interest and transferees, and (ii) transferees in a Public Sale of
Offered Shares that are vested
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as provided herein on the date of transfer) and except as otherwise expressly
provided in this Plan, each such holder of Offered Shares shall succeed to all
rights and obligations hereunder attributable to such Participant as a holder of
Offered Shares.
"ORIGINAL COST" of each Offered Share purchased will be equal to the
amount of any consideration paid by the Participant for such Offered Share,
adjusted to give effect to any stock split, stock dividend, share combination or
other recapitalization occurring after such Offered Share was issued.
"PARTICIPANT" means any Employee who is eligible to participate in the
Plan as determined by the Board.
"PERSON" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.
"PLAN" means this Employee Stock Purchase Plan II, as amended from
time to time in accordance with its terms.
"PLAN DATE" means March 3, 1997.
"PUBLIC SALE" means any sale pursuant to a registered public offering
under the Securities Act or any sale to the public pursuant to Rule 144
promulgated under the Securities Act (if and as modified by Rule 701(c) under
the Securities Act) effected through a broker, dealer or market maker.
"REGISTRATION RIGHTS AGREEMENT" means the Second Amended and Restated
Registration Rights Agreement dated as of November 7, 1996, by and among the
Company and each of the holders listed on Exhibit A attached thereto, as the
same may be amended from time to time. Each Participant shall be a party to the
Registration Rights Agreement (or to an agreement containing comparable terms).
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended.
"STOCKHOLDERS AGREEMENT" means the Second Amended and Restated
Stockholders Agreement dated as of November 7, 1996 by and among the Company and
each of the holders listed on Exhibit A attached thereto, as the same may be
amended from time to time. Each Participant shall be a party to the
Stockholders Agreement (or to an agreement containing comparable terms).
"SUBSIDIARY" means any corporation of which the Company owns, directly
or through one or more intermediaries, securities having a majority of the
ordinary voting power in electing the board of directors of such corporation.
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ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Board upon consultation with the
Chairman and Chief Executive Officer of the Company. Subject to the
requirements and the limitations of the Plan, the Board shall have the sole and
complete responsibility and authority to: (a) select Participants; (b) issue
and sell Offered Shares to Participants in such amounts as it shall determine;
(c) interpret the Plan and adopt, amend and rescind administrative guidelines
and other rules and regulations relating to the Plan; (d) correct any defect or
omission or reconcile any inconsistency in the Plan; and (e) make all other
determinations and take all other actions necessary or advisable for the
implementation and administration of the Plan. The Board's determinations on
matters within its authority shall be conclusive and binding upon the
Participants, the Company and all other Persons. Except as otherwise provided
herein, all expenses associated with the administration of the Plan shall be
borne by the Company. The Board may, to the extent permissible by law, delegate
any of its authority hereunder to such Persons or committee as it deems
appropriate, and the use of the term "Board" herein shall be deemed to include
reference to such Person or committee as the context may require.
ARTICLE IV
LIMITATION ON AVAILABLE OFFERED SHARES
4.1 OFFERED SHARES. The aggregate number of Offered Shares that will
be made available for purchase by Participants pursuant to Article V hereof
shall equal 75,000 shares of Common Stock.
4.2 STATUS OF OFFERED SHARES. The Offered Shares available under the
Plan may be either authorized and unissued shares, treasury shares or a
combination thereof, as the Board shall determine and shall be reserved by the
Board for issuance as provided in the Plan. In the event any Offered Shares are
not subscribed for within the period permitted therefor in Article V, the
Offered Shares remaining unsubscribed shall resume the status of unreserved
shares, available for such other purposes as the Board may determine, and shall
not be available for purchase pursuant to the Plan (except as otherwise
authorized by the Board pursuant to Section 7.4).
ARTICLE V
OFFERED SHARES
5.1 RIGHT TO PURCHASE. Subject to the conditions set forth in this
Article V, the Participants, in the aggregate, shall have the right, during the
period specified in Section 5.2(a), to purchase all or any of such Participant's
allocated portion, as determined by the Board in its discretion, of 75,000
shares of Common Stock at a purchase price of $30.00 per share;
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provided, however, that each Participant electing to purchase shares hereunder
must purchase a minimum of 500 shares of Common Stock.
5.2 EXERCISE OF RIGHT.
(a) During the period commencing on the Plan Date and terminating 180
days thereafter (the "Offering Period"), up to 15 Participants (or such greater
or lesser number as the Board shall determine, subject to Section 7.2) shall be
eligible to exercise their right to purchase Offered Shares at any one time
during the Offering Period.
(b) A Participant that wishes to exercise his or her right to
purchase Offered Shares must do so by completing, signing and delivering to the
Company (to the attention of the Company's Secretary) (i) a copy of the
subscription agreement attached hereto as ANNEX I (the "Subscription
Agreement"), (ii) a copy of the Stockholders Agreement attached hereto as ANNEX
II, (iii) a copy of the Registration Rights Agreement attached hereto as ANNEX
III and (iv) a copy of the Investment Consideration Letter attached hereto as
ANNEX IV (or, in each case, in such other form as the Board may adopt), together
with payment in full for the Offered Shares being purchased thereby. Payment of
the purchase price therefor shall be made in cash (including wire transfer,
check, bank draft or money order). A Participant's right to subscribe for and
purchase Offered Shares shall be subject to the satisfaction of all conditions
set forth in the Subscription Agreement.
5.3 TERMINATION OF RIGHT. Unless and to the extent otherwise
extended by the Board, a Participant's right to purchase Offered Shares pursuant
to this Article V shall terminate upon the expiration of the Offering Period.
ARTICLE VI
REPURCHASE PROVISIONS
6.1 REPURCHASE PROVISIONS APPLICABLE TO OFFERED SHARES
(a) REPURCHASE RIGHT IN CASE OF TERMINATION. If at any time prior to
an Initial Public Offering (as defined in the Stockholders Agreement attached
hereto as ANNEX II), a Participant's employment with the Company and its
Subsidiaries is terminated for any reason whatsoever, including, without
limitation, death, disability, resignation, retirement or termination with or
without cause, (i) the Company or its designee(s) (which designee(s) may be any
person or entity that shall have been approved by the Board pursuant to the
terms of the Stockholders Agreement) shall have the exclusive and irrevocable
option (a "call"), exercisable in its sole discretion, to repurchase, in whole
or in part, the Offered Shares that are then owned by such Participant or any
transferee and (ii) Participant shall have the exclusive and irrevocable option
(a "put"), exercisable in such Participant's sole discretion, to sell to the
Company, in whole or in part, the Offered Shares that are then owned by such
Participant or any transferee. Either party may exercise the call and/or the
put (as applicable) for all or any portion of the Offered Shares subject to such
repurchase hereunder by delivering written notice (a "Repurchase Notice")
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(i) if by the Company, to the holder or holders of such Offered Shares, and (ii)
if by Participant, to the Company, within 60 days of the Participant's Date of
Termination. The Repurchase Notice will set forth the number of Offered Shares
to be acquired from or sold by each holder, the aggregate consideration to be
paid for such shares and the time and place for the closing of the transaction.
Each terminated Participant and transferee shall be obligated to resell the
Offered Shares as provided in this Section 6.1 in response to an exercise by the
Company of its call under this Section. The Company shall be obligated to
repurchase the Offered Shares as provided in this Section 6.1 in response to an
exercise by a Participant of its put under this Section.
The number of Offered Shares to be repurchased by the Company shall
first be satisfied to the extent possible from the Offered Shares held by the
terminated Participant. If the number of Offered Shares then held by such
Participant is less than the total number of Offered Shares the Company has
elected to call or the Participant has elected to put, the Company shall
purchase the remaining Offered Shares elected to be purchased from such
Participant's transferees, PRO RATA according to the number of Offered Shares
held by such other transferees as of the Date of Termination (determined as
nearly as practicable to the nearest share).
The consummation of the purchase or purchases of such Offered Shares
pursuant to the Company's exercise of its call or the Participant's exercise of
its put shall take place on the date and in the manner designated by the Company
or the Participant, as applicable, in the Repurchase Notice, which date shall
not be more than 30 days after the delivery of Repurchase Notice; PROVIDED,
HOWEVER, that the Company may consummate its purchase of such Offered Shares
pursuant to its exercise of its call by delivering payment for such Offered
Shares being repurchased by it along with the Repurchase Notice. The Company
will pay for the Offered Shares to be purchased by it pursuant to the exercise
of a call or a put by delivery of a check in an amount equal to the applicable
repurchase price for the Offered Shares being repurchased. The Company will, in
connection with such repurchase, be entitled to receive customary
representations and warranties from the sellers regarding such sale and to
require that all sellers' signatures be guaranteed.
Notwithstanding anything to the contrary contained in this Plan, all
repurchases of Offered Shares by the Company shall be subject to applicable
restrictions contained in the Delaware General Corporation Law and in the
Company's and its Subsidiaries' debt and equity financing agreements. If any
such restrictions prohibit the repurchase of Offered Shares hereunder which the
Company is otherwise entitled to make, the Company may make such repurchases as
soon as it is permitted to do so under such restrictions and the time periods
for exercise of its rights hereunder shall be tolled during any such period of
disability. The Company shall pay interest on any portion of the Offered Shares
being repurchased subject to the restrictions set forth in this paragraph, which
interest shall accrue at an annual rate of 10% and be paid on the date such
restricted portion of the Offered Shares are repurchased.
(b) PURCHASE PRICE. The purchase price per share for any Offered
Shares purchased pursuant to Section 6.1(a) shall be equal to the amount
obtained by dividing (A) the Aggregate Value determined as of the last day of
the Company's fiscal quarter ending
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immediately preceding the Date of Termination by (B) the number of shares of
Common Stock outstanding and shares subject to options and warrants (to the
extent such options and warrants are in the money) on the Date of Termination.
The Board (excepting any director who is a Participant) shall determine the
purchase price per share in the manner set forth in this Section; PROVIDED,
HOWEVER, that the Participant or his transferee, as applicable, may in good
faith challenge the Board's determination and require that the purchase price
per share be determined by the Company's independent auditors in the manner set
forth in this section. The result of such determination shall be binding on the
Company and the Participant or his transferee, as the case may be. The expenses
of such determination shall be borne by the Company.
6.2 TRANSFER RESTRICTIONS. Each Participant acquiring Offered Shares
shall hold those shares subject to the terms of the Stockholders Agreement and
the Registration Rights Agreement and the terms of the Subscription Agreement
executed by such Participant. As provided in the Stockholders Agreement the
Offered Shares may be transferred in certain limited circumstances. Any
transferee of any Offered Shares shall take those shares subject to the terms of
the Plan, including, without limitation, the repurchase rights set forth in this
Article VI, the Subscription Agreement executed by the transferor Participant,
the Stockholders Agreement and the Registration Rights Agreement. Any such
transferee must, upon the request of the Company, execute an agreement agreeing
to be bound by the Plan and such restrictions and must agree to such other
waivers, limitations and restrictions as the Company may reasonably require.
The Company shall not, and shall not permit any transfer agent or registrar for
any shares of the Company's capital stock to, transfer upon the books of the
Company any shares of the Company's capital stock originally issued under or
pursuant to the Plan in any manner except in accordance with this provision, and
any purported transfer not in compliance herewith shall be void.
ARTICLE VII
MISCELLANEOUS
7.1 RIGHTS OF PARTICIPANTS. Nothing in the Plan shall interfere with
or limit in any way the right of the Company or any of its Subsidiaries to
terminate any Participant's employment at any time (with or without cause), nor
confer upon any Participant any right to continued employment by the Company or
any of its Subsidiaries for any period of time or to continue such employee's
present (or any other) rate of compensation. Transfer of an Employee from the
Company to a Subsidiary, from a Subsidiary to the Company and from one
Subsidiary to another shall not be considered a termination of such Employee's
employment for purposes of this Plan. No Employee shall have a right to be
selected as a Participant or, having been so selected, to be selected again as a
Participant.
7.2 SECURITIES LAWS RESTRICTIONS. Notwithstanding any other
provision of the Plan, the Company shall not be obligated to offer, issue or
sell any Offered Share to any Person if, in the judgment of the Board, such
offer, issuance, or sale may violate federal or applicable state securities laws
or regulations or may require the Company to register or qualify any such
securities under any federal or state securities laws, or require the Company or
any of its agents
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or representatives to register or qualify with any governmental agency or
regulatory organization, pursuant to such laws or regulations.
7.3 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. The Board may
not suspend, terminate or materially amend the Plan or any portion thereof at
any time without the consent of Participants who hold a majority in interest of
the Offered Shares issued pursuant to the Plan (measured on the basis of
Original Cost), or without such greater or other stockholder approval to the
extent such approval is required by law, agreement or rules of any exchange upon
which the Common Stock is listed.
7.4 ADJUSTMENTS. In the event of a reorganization,
recapitalization, stock dividend, stock split, share combination or other change
in the shares of Common Stock, the Board may make such adjustments in the number
and type of shares authorized by the Plan as may be determined to be appropriate
and equitable.
7.5 CONSTRUCTION OF PLAN. The validity, construction,
interpretation, administration and effect of the Plan shall be determined in
accordance with the local law, and not the law of conflicts, of the State of
Delaware.
7.6 INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board, the members of the
Board shall be indemnified by the Company against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any Offered Shares issued
hereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment in any such action, suit
or proceeding; PROVIDED, HOWEVER, that any such Board member shall be entitled
to the indemnification rights set forth in this Section 7.6 only if such member
has acted in good faith and in a manner that such member reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that such
conduct was unlawful, and further provided that upon the institution of any such
action, suit or proceeding a Board member shall give the Company written notice
thereof and an opportunity, at its own expense, to handle and defend the same
before such Board member undertakes to handle and defend it on his own behalf.
7.7 NOTICES. All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given and made and served either by personal delivery
to the person for whom it is intended or if deposited, postage prepaid,
registered or certified mail, return receipt requested, in the United States
mail:
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If to the Company, addressed to:
International Logistics Limited
330 South Mannheim Road
Hillside, Illinois 60162
Attention: Chief Executive Officer
With copies to: Milbank, Tweed, Hadley & McCloy
601 South Figueroa Street
Suite 3100
Los Angeles, California 90017
Attention: Eric H. Schunk, Esq.
If to any Participant, addressed to:
such Participant at its address shown on the stock records
of the Company, or at such other address as such Participant
may specify by written notice to the Company
7.8 SECURITIES LAWS RESTRICTIONS AND ADDITIONAL RESTRICTIONS ON
TRANSFER OF OFFERED SHARES.
(a) Each Participant purchasing Offered Shares will be required to
represent to the Company in the Subscription Agreement that such Participant is
purchasing Offered Shares for his or her own account for investment and not on
behalf of others or otherwise with a view toward distributing them. Each
Participant is advised that federal securities laws, state securities laws and
foreign securities or other applicable laws govern and restrict each
Participant's right to offer, sell or otherwise dispose of any Offered Shares
unless such Participant's offer, sale or other disposition thereof is registered
under the Securities Act, state securities laws or applicable foreign securities
laws, or in the opinion of the Company's counsel, such offer, sale or other
disposition is exempt from registration or qualification thereunder. Any
Participant desiring to purchase Offered Shares will be required to agree that
such Participant will not offer, sell or otherwise dispose of any such Offered
Shares in any manner which would: (i) require the Company to file any
registration statement with the Commission (or any similar filing under state
law or foreign law) or to amend or supplement any such filing or (ii) violate or
cause the Company to violate the Securities Act, the rules and regulations
promulgated thereunder or any other state, federal law or foreign law. The
certificates for any Offered Shares will bear such legends as the Company deems
necessary or desirable in connection with the Securities Act or other rules,
regulations or laws.
(b) The certificates representing the Offered Shares will bear the
following legend:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), ANY STATE
SECURITIES LAW OR ANY FOREIGN SECURITIES
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OR OTHER APPLICABLE FOREIGN LAW, AND SUCH SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND
QUALIFIED IN ACCORDANCE WITH THE ACT, ANY APPLICABLE STATE SECURITIES LAW
OR ANY FOREIGN SECURITIES OR OTHER APPLICABLE FOREIGN LAW, OR IN THE
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION
AND QUALIFICATION ARE NOT REQUIRED."
"THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THAT CERTAIN
STOCKHOLDERS AGREEMENT, DATED AS OF NOVEMBER 7, 1996, A SUBSCRIPTION
AGREEMENT, DATED ________, 1997, A REGISTRATION RIGHTS AGREEMENT DATED AS
OF NOVEMBER 7, 1996, AND AN EMPLOYEE STOCK PURCHASE PLAN II ADOPTED AS OF
MARCH 3, 1997 COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE
COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF
THE COMPANY. SUCH STOCKHOLDERS AGREEMENT, SUBSCRIPTION AGREEMENT AND
REGISTRATION RIGHTS AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR CERTAIN
RESTRICTIONS ON VOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE AND THAT SUCH
SECURITIES MAY BE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN
OTHER PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS. ANY ISSUANCE, SALE,
ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY
THIS CERTIFICATE TO PERSONS WHO ARE NOT A PARTY TO SUCH STOCKHOLDERS
AGREEMENT SHALL BE NULL AND VOID."
(c) Notwithstanding any other provision of this Plan, the Company may
refuse to register any transfer of Offered Shares if the registration of such
transfer would require the Company to register any class of equity securities
with the Commission under the Securities Exchange Act (except in connection with
an effective registration statement under the Securities Act).
(d) Unless otherwise provided in the Stockholders Agreement or the
Registration Rights Agreement, no holder of Offered Shares may effect any Public
Sale or distribution of any Offered Shares or other equity securities of the
Company, or any securities convertible into or exchangeable or exercisable for
any of the Company's equity securities, during the ten days prior to and the 120
days after the effectiveness of any underwritten public offering of any class of
the Company's equity securities, except as part of such underwritten public
offering or if otherwise consented to by the Company in writing prior to such
sale or distribution.
7.9 TERMINATION. Unless earlier terminated as expressly provided
herein, this Plan and all the restrictions and rights contained herein shall
terminate on the tenth anniversary from the Plan Date.
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ANNEXES
I. Subscription Agreement
II. Stockholders Agreement
III. Registration Rights Agreement
IV. Investment Consideration Letter
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AMENDMENT NO. 1 TO EMPLOYEE STOCK
PURCHASE PLAN II
This Amendment No. 1 to the Employee Stock Purchase Plan II (the
"Plan") is adopted by the Compensation Committee of the Board of Directors of
International Logistics Limited, a Delaware corporation (the "Company"),
effective as of the Plan Date (as such term is defined in the Plan).
A. AMENDMENT. The Executive Committee of the Board of Directors of
the Company hereby amends the first sentence of Section 5.2 of Article V of the
Plan in its entirety to read as follows:
"During the period commencing on the Plan Date and terminating 180
days thereafter (the "Offering Period"), up to 50 Participants (or
such greater or lesser number as the Board shall determine, subject to
Section 7.2) shall be eligible to exercise their right to purchase
Offered Shares at any one time during the Offering Period."
B. EFFECT. Except as otherwise modified herein, all other terms and
provisions of the Plan shall remain in full force and effect.
AMENDMENT NO. 2 TO EMPLOYEE STOCK
PURCHASE PLAN II
This Amendment No. 2 to the Employee Stock Purchase Plan II (the
"Plan") is adopted by the Compensation Committee of the Board of Directors of
International Logistics Limited, a Delaware corporation (the "Company"),
effective as of the Plan Date (as such term is defined in the Plan).
A. AMENDMENT. The Executive Committee of the Board of Directors of
the Company hereby amends the first sentence of Section 5.2 of Article V of the
Plan in its entirety to read as follows:
"During the period commencing on the Plan Date and terminating on
September 30, 1997 (the "Offering Period"), up to 50 Participants (or
such greater or lesser number as the Board shall determine, subject to
Section 7.2) shall be eligible to exercise their right to purchase
Offered Shares at any one time during the Offering Period."
B. EFFECT. Except as otherwise modified herein, all other terms and
provisions of the Plan shall remain in full force and effect.