Exhibit
10.24
COVENENT
TRANSPORT, INC.
2006
OMNIBUS INCENTIVE PLAN
AWARD
NOTICE
|
GRANTEE:
|
|
|
|
TYPE
OF AWARD:
|
|
Incentive
Stock Option (See below and refer to the Plan and your Section 10(a)
prospectus for limitations)
|
|
NUMBER
OF SHARES:
|
|
|
|
EXERCISE
PRICE PER SHARE:
|
|
|
|
DATE
OF GRANT:
|
|
|
|
EXPIRATION
DATE:
|
|
|
1.
Grant
of Option.
This
Award Notice serves to notify you that Covenant Transport, Inc., a Nevada
corporation (the “Company”),
hereby grants to you, under the Company’s 2006 Omnibus Incentive Plan (the
“Plan”),
an
option (the “Option”)
to
purchase, on the terms and conditions set forth in this Award Notice and the
Plan, up to the number of shares set forth above (the “Option
Shares”)
of the
Company’s Class A Common Stock, par value $0.01 per share (the “Common
Stock”),
at
the price per Share set forth above. It is the Company’s intention that the
Option qualify as an incentive stock option, as defined in Section 422 of the
Code to the extent possible. To the extent the entire Option will not so qualify
(for example because the value of the portion of the Option first vesting in
any
year exceeds the dollar limitation for incentive stock options) then the maximum
portion of the Option (each year) shall be deemed an incentive stock option
and
the remainder shall be deemed a non-qualified stock option. The Plan is
incorporated herein by reference and made a part of this Award Notice. A copy
of
the Plan is available from the Company’s Chief Financial Officer upon request.
You should review the terms of this Award Notice and the Plan carefully.
2.
Term.
Unless
the Option is previously terminated pursuant to the terms of the Plan, the
Option will expire at the close of business on the expiration date set forth
above (the “Expiration
Date”).
3.
Vesting.
Subject
to the terms and conditions set forth in this Award Notice and the Plan, the
Option will vest and become exercisable commencing on _______, in accordance
with the following schedule:
|
Vesting
Date
|
|
Cumulative
Percentage of
Option
Shares Vested
|
No
vesting shall occur following termination of your employment with the Company
or
any Subsidiary.
4.
Exercise.
(a)
Method
of Exercise.
To the
extent exercisable under Section 3, the Option may be exercised in whole or
in
part, provided that the Option may not be exercised for less than one (1) share
of Common Stock in any single transaction. The Option shall be exercised by
your
giving written notice of such exercise to the Company specifying the number
of
Option Shares that you elect to purchase and the Exercise Price to be paid.
Upon
determining that compliance with this Award Notice has occurred, including
compliance with such reasonable requirements as the Company may impose pursuant
to the Plan and payment of the Exercise Price, the Company shall issue to you
a
certificate for the Option Shares purchased on the earliest practicable date
(as
determined by the Company) thereafter.
(b)
Payment
of Exercise Price.
To the
extent permissible under the Plan, the Exercise Price may be paid as follows:
(i)
In
United States dollars in cash or by check, bank draft, or money order
payable to the Company;
(ii) At
the
sole discretion of the Committee, through the delivery of shares of Common
Stock
with an aggregate Fair Market Value at the date of such delivery equal to the
Exercise Price;
(iii) Subject
to any and all limitations imposed by the Committee from time to time (which
may
not be uniform), through a "cashless exercise," whereby you (i) irrevocably
instruct a broker or dealer to sell, on your behalf, shares of Common Stock
to
be issued upon exercise pursuant to this Award Notice and to deliver cash sale
proceeds therefrom to the Company in payment of the Exercise Price, and (ii)
direct the Company to deliver shares of Common Stock to be issued upon such
exercise of this Option directly to such broker or dealer; or
(iv) Any
other
method approved or accepted by the Committee in its sole discretion, subject
to
any and all limitations imposed by the Committee from time to time (which may
not be uniform).
The
Committee in its sole discretion shall determine acceptable methods for
surrendering Common Stock or options as payment upon exercise of the Option
and
may impose such limitations and conditions on the use of Common Stock or options
to exercise the Option as it deems appropriate. Among other factors, the
Committee will consider the restrictions of Rule 16b-3 of the Exchange Act
and Section 402 of the Sarbanes-Oxley Act, and any successor laws, rules, or
regulations.
(c)
Withholding.
The
exercise of the Option is conditioned upon your making arrangements satisfactory
to the Company for the payment of the amount of all taxes required by any
governmental authority to be withheld and paid over by the Company or any
Subsidiary to the governmental authority on account of the exercise. The payment
of such withholding taxes to the Company or any Subsidiary may be made by one
or
any combination of the following methods: (i) in cash or by check, (ii) by
the
Company withholding such taxes from any other compensation owed to you by the
Company or any Subsidiary, (iii) pursuant to a cashless exercise program as
contemplated in Section 4(b)(iii) above, or (iv) or any other method approved
or
accepted by the Committee in its sole discretion, subject, in the case of
Section 4(c)(iii) and 4(c)(iv), to any and all limitations imposed by the
Committee from time to time (which may not be uniform) as contemplated in
Section 4(b)(iii) and Section 4(b)(iv) above.
5.
Effect
of Death.
In the
event of your death prior to the complete exercise of the Option, the remaining
portion of the Option may be exercised in whole or in part, subject to all
of
the conditions on exercise imposed by the Plan and this Award Notice, within
one
(1) year after the date of your death, but only: (a) by the beneficiary
designated on your beneficiary designation form filed with the Company, or
in
the absence of same, by your estate or by or on behalf of the person or persons
to whom the Option passes under your will or the laws of descent and
distribution, (b) to the extent that the Option was vested and exercisable
on
the date of your death, and (c) prior to the close of business on the Expiration
Date of the Option.
6.
Effect
of Disability.
In the
event of your Disability (as defined below) prior to the complete exercise
of
the Option, the remaining portion of the Option may be exercised in whole or
in
part, subject to all of the conditions on exercise imposed by the Plan and
this
Award Notice, within one (1) year after the date of your Disability, but only:
(a) to the extent that the Option was vested and exercisable on the date of
your
Disability, and (b) prior to the close of business on the Expiration Date of
the
Option. The term “Disability”
means
you are permanently and totally disabled within the meaning of Section 22(e)(3)
of the Code.
7.
Effect
of Other Termination.
(a)
With
Cause.
Upon
your termination by the Company or any Subsidiary for Cause (as defined below)
prior to the complete exercise of the Option, the remaining portion of the
Option, whether or not then exercisable, shall be forfeited as of the date
of
such termination and shall no longer be exercisable on or after such date of
termination.
(b)
Without
Cause.
Upon
your termination for a reason other than death, Disability, or Cause (as defined
below) prior to the complete exercise of the Option, the remaining portion
of
the Option may be exercised in whole or in part, subject to all of the
conditions on exercise imposed by the Plan and this Award Notice, within three
(3) months after the date of such termination, but only: (i) to the extent
that
the Option was vested and exercisable on the date such termination, and (ii)
prior to the Expiration Date of the Option.
(c)
“Cause”
Defined.
The
term “Cause”
means
(i) your willful and continued failure to substantially perform your duties
with
the Company or a Subsidiary after written warnings identifying the lack of
substantial performance are delivered to you to specifically identify the manner
in which the Company or Subsidiary believes that you have not substantially
performed your duties, (ii) your willful engaging in illegal conduct which
is
materially and demonstrably injurious to the Company or any Subsidiary, (iii)
your commission of a felony, (iv) your material breach of a fiduciary duty
owed
by you to the Company or any Subsidiary, (v) your intentional, unauthorized
disclosure to any person of confidential information or trade secrets of a
material nature relating to the business of the Company or any Subsidiary,
or
(vi) your engaging in any conduct that the Company’s or a Subsidiary’s written
rules, regulations, or policies specify as constituting grounds for discharge.
8.
Effect
of Change In Control.
(a)
In
General.
Upon
the occurrence of a Change In Control (as defined below), the unvested portion
of the Option shall immediately vest and become exercisable as of the date
of
the occurrence of such event.
(b)
“Change
In Control” Defined.
The
term “Change
In Control”
means
a
change in control of the Company of a nature that would be required to be
reported in response to Item 5.01 of a Current Report on Form 8-K, as in effect
on December 31, 2004, pursuant to Section 13 or 15(d) of the Exchange Act;
provided that, without limitation, a Change In Control shall be deemed to have
occurred at such time as:
(i)
Any
“person” within the meaning of Section 14(d)(2) of the Exchange Act and Section
13(d)(3) of the Exchange Act, other than a Permitted Holder becomes the
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or
indirectly, of fifty percent (50%) or more of the combined voting power of
the
outstanding securities of the Company ordinarily having the right to vote in
the
election of directors; provided, however, that the following will not constitute
a Change In Control: any acquisition by any corporation if, immediately
following such acquisition, more than seventy-five percent (75%) of the
outstanding securities of the acquiring corporation (or the parent thereof)
ordinarily having the right to vote in the election of directors is beneficially
owned by all or substantially all of those persons who, immediately prior to
such acquisition, were the beneficial owners of the outstanding securities
of
the Company ordinarily having the right to vote in the election of directors;
(ii)
Individuals
who constitute the Board at the date of the adoption of the Plan (the
“Incumbent
Board”)
have
ceased for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date of the adoption of the
Plan, whose election, or nomination for election by the Company’s stockholders,
was approved by a vote of at least three-fourths (3/4) of the directors
comprising the Incumbent Board, either by a specific vote or by approval of
the
proxy statement of the Company in which such person is named as a nominee for
director without objection to such nomination (other than an election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened “election contest” relating to the election of
directors of the Company, as such terms are used in Rule 14a-11 under the
Exchange Act as in effect on January 23, 2000, or “tender offer,” as such term
is used in Section 14(d) of the Exchange Act), shall be, for purposes of the
Plan, considered as though such person were a member of the Incumbent Board;
(iii)
Upon
the
consummation by the Company of a reorganization, merger, or consolidation,
other
than one with respect to which all or substantially all of those persons who
were the beneficial owners, immediately prior to such reorganization, merger
or
consolidation, of outstanding securities of the Company ordinarily having the
right to vote in the election of directors own, immediately after such
transaction, more than seventy-five percent (75%) of the outstanding securities
of the resulting corporation ordinarily having the right to vote in the election
of directors; or
(iv)
Upon
the
approval by the Company’s stockholders of a complete liquidation and dissolution
of the Company or the sale or other disposition of all or substantially all
of
the assets of the Company other than to a Subsidiary.
(c)
“Permitted
Holder” Defined.
The
term “Permitted
Holder”
means:
(i) the Company or a Subsidiary, (ii) any employee benefit plan sponsored by
the
Company or any Subsidiary, or (iii) David or Jacqueline Parker or their
siblings, children, or grandchildren (“Family
Members”)
or a
trust, corporation, partnership, limited partnership, limited liability company,
or other such entity, so long as at least eighty percent (80%) of the beneficial
interests of the entity are held by Mr. or Mrs. Parker and/or one or more Family
Members, where such person(s) or entity acquired their Company stock from Mr.
or
Mrs. Parker.
9.
Notice
of Disposition of Shares.
You
hereby agree that you shall promptly notify the Company of the disposition
of
any of the Option Shares acquired upon exercise of the Option, including a
disposition by sale, exchange, gift, or transfer of legal title, if such
disposition occurs within two (2) years from the Date of Grant or within one
(1)
year from the date that you exercise the Option and acquire such Option Shares.
10.
Nonassignability.
The
Option may not be alienated, transferred, assigned, or pledged (except by will
or the laws of descent and distribution). Except as otherwise provided by
Section 5 of this Award Notice, the Option is only exercisable by you during
your lifetime.
11.
Limitation
of Rights.
You
will not have any rights as a stockholder with respect to the Option Shares
until you become the holder of record of such shares by exercising the Option.
Neither the Plan, the granting of the Option, nor this Award Notice gives you
any right to remain in the employment of the Company or any Subsidiary.
12.
Rights
of the Company and Subsidiaries.
This
Award Notice does not affect the right of the Company or any Subsidiary to
take
any corporate action whatsoever, including without limitation its right to
recapitalize, reorganize, or make other changes in its capital structure or
business, merge or consolidate, issue bonds, notes, shares of Common Stock,
or
other securities, including preferred stock, or options therefor, dissolve
or
liquidate, or sell or transfer any part of its assets or business.
13.
Restrictions
on Issuance of Shares.
If at
any time the Company determines that the listing, registration, or qualification
of the Option Shares upon any securities exchange or quotation system, or under
any state or federal law, or the approval of any governmental agency, is
necessary or advisable as a condition to the exercise of the Option, the Option
may not be exercised in whole or in part unless and until such listing,
registration, qualification, or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.
14.
Plan
Controls; Definitions.
The
Option is subject to all of the provisions of the Plan, which is hereby
incorporated by reference, and is further subject to all the interpretations,
amendments, rules, and regulations that may from time to time be promulgated
and
adopted by the Committee pursuant to the Plan. Except as set forth in the last
sentence of this Section 14, in the event of any conflict among the provisions
of the Plan and this Award Notice, the provisions of the Plan will be
controlling and determinative. The capitalized terms used in this Award Notice
and not otherwise defined herein are defined in the Plan; provided, however,
that when the defined term "Company" is used in the Plan in Sections 2.1(c),
2.1(d), 2.1(g), 2.1(o), 2.1(r), 2.1(cc), 4.2(h) (second usage), 4.3, 6.1, 6.2,
11.3, 13.2 (second usage), 16.2, and 16.4, the term "Company" shall be
interpreted to mean only Covenant Transport, Inc., a Nevada corporation (and
not
also its Subsidiaries).
15.
Amendment.
Except
as otherwise provided by the Plan, the Company may only alter, amend, or
terminate the Option with your consent.
16.
Governing
Law.
This
Award Notice shall be governed by and construed in accordance with the laws
of
the State of Nevada, except as superseded by applicable federal law, without
giving effect to its conflicts of law provisions.
17.
Obligation
to Maintain Stock Ownership.
Your
ability to dispose of common stock may be limited by stock ownership guidelines
adopted by the Company for certain officers and key employees, and the Company
is authorized to place a restrictive legend on such shares, issue stop-transfer
instructions to the transfer agent, or take such other actions as may be
advisable, in the Committee’s sole discretion, to enforce such ownership
guidelines. Please determine whether you are subject to the guidelines and
how
many shares of common stock may be disposed of prior to attempting to dispose
of
any shares.
18.
Notices.
All
notices and other communications to the Company required or permitted under
this
Award Notice shall be written, and shall be either delivered personally or
sent
by registered or certified first-class mail, postage prepaid and return receipt
requested, addressed to the Company’s office at 400 Birmingham Highway,
Chattanooga, Tennessee 37419, Attention: Chief Financial Officer. Each such
notice and other communication delivered personally shall be deemed to have
been
given when delivered. Each such notice and other communication delivered by
mail
shall be deemed to have been given when it is deposited in the United States
mail in the manner specified herein.
*
* * * * * * * * *
ACKNOWLEDGEMENT
The
undersigned acknowledges receipt of, and understands and agrees to be bound
by,
this Award Notice and the Plan. The undersigned further acknowledges that this
Award Notice and the Plan set forth the entire understanding between him or
her
and the Company regarding the incentive stock options granted by this Award
Notice and that this Award Notice and the Plan supersede all prior oral and
written agreements on that subject.
Dated:
___________, 20__
| |
Grantee:
|
| |
|
| |
|
| |
|
| |
|
| |
Covenant
Transport, Inc.
|
| |
|
|
| |
|
|
| |
By:
|
|
| |
Name:
|
|
| |
Title:
|
|