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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 17, 2021

 

RADIANT LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35392

 

04-3625550

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Triton Towers Two

Seventh Floor

700 S. Renton Village

Renton, Washington 98057

(Address of principal executive offices) (Zip Code)

(425) 462-1094

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $.001 Par Value

 

RLGT

 

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 


 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2021, the stockholders of Radiant Logistics, Inc. (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), approved the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”) at the 2021 annual meeting of stockholders (the “Annual Meeting”). The Board previously approved the 2021 Plan, subject to approval by the Company’s stockholders, on September 27, 2021.

The 2021 Plan became effective immediately upon approval by the Company’s stockholders and will expire on November 16, 2031, unless terminated earlier by the Board. The 2021 Plan replaces the 2012 Radiant Logistics, Inc. Stock Option and Performance Award Plan (which we refer to as the “2012 Plan”). The remaining shares available for grant under the 2012 Plan will roll over into the 2021 Plan, and no new awards will be granted under the 2012 Plan. The terms of the 2012 Plan, as applicable, will continue to govern awards outstanding under the 2012 Plan, until exercised, expired, paid or otherwise terminated or canceled. Other than the 2012 Plan, we have no other equity compensation plans under which equity awards can be granted.

The 2021 Plan will permit the Audit and Executive Oversight Committee to grant to eligible employees, non-employee directors and consultants of the Company non-statutory and incentive stock options, stock appreciation rights (also known as SARs), restricted stock awards, restricted stock units (also known as RSUs), deferred stock units (also known as DSUs), performance awards, non-employee director awards, other cash-based awards and other stock-based awards. Subject to adjustment, the maximum number of shares of our common stock to be authorized for issuance under the 2021 Plan is 3,250,000 shares, plus (i) shares of our common stock remaining available for issuance under the 2012 Plan as of the date of stockholder approval of the 2021 Plan, but not subject to outstanding awards as of such date, plus (ii) the number of additional shares of our common stock subject to awards outstanding under the 2012 Plan as of the date of stockholder approval of the 2021 Plan that are subsequently forfeited, cancelled, expire or otherwise terminate without the issuance of such shares of our common stock after such date (which may otherwise be returned and available for grant under the term of the 2012 Plan and 2021 Plan).

The foregoing summary of the 2021 Plan does not purport to be complete and is qualified in its entirety by reference to the text of the 2021 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A more detailed summary of the 2021 Plan can be found in the definitive proxy statement for the Company’s Annual Meeting filed with the Securities and Exchange Commission on October 1, 2021 as updated by additional definitive proxy materials filed with Securities and Exchange Commission on November 5, 2021.

Also on November 17, 2021, the Board and the Audit and Executive Oversight Committee approved forms of award agreements for use in granting options, performance units and restricted stock unit awards under the 2021 Plan. These forms are filed as Exhibits 10.2 through 10.7 to this report and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of the Company held on November 17, 2021, the holders of our outstanding common stock took the actions described below. As of the record date for the annual meeting, 49,918,305 shares of common stock were issued and outstanding, each entitled to one vote per share.

1.
The stockholders elected Bohn H. Crain, Richard P. Palmieri, Michael Gould and Kristin Toth Smith to serve on our board of directors until the 2022 annual meeting of stockholders and their successors have been duly elected and qualified. The results of the voting are as follows:

Name

For

 

Against

 

Abstain

Broker Non-Votes

 

Bohn H. Crain

 

33,744,328

 

 

3,205,419

 

37,895

 

6,442,929

 

Richard P. Palmieri

 

32,133,475

 

 

4,817,120

 

37,047

 

6,442,929

 

Michael Gould

 

32,651,561

 

 

4,299,382

 

36,699

 

6,442,929

 

Kristin Toth Smith

 

35,659,208

 

 

1,291,139

 

37,295

 

6,442,929

 

2.
The stockholders approved a proposal to ratify the selection of BDO USA, LLP as our independent auditor for the 2022 fiscal year. The results of the voting are as follows:

For

 

Against

 

Abstain

Broker Non-Votes

 

 

43,214,432

 

 

80,022

 

136,117

 

None

 

 

 

2


 

3.
The stockholders approved, on an advisory basis, our executive compensation. The results of the voting are as follows:

For

 

Against

 

Abstain

Broker Non-Votes

 

 

35,717,281

 

 

1,212,913

 

57,448

 

6,442,929

 

4.
The stockholders approved the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan. The results of the voting are as follows:

For

 

Against

 

Abstain

Broker Non-Votes

 

 

33,431,527

 

 

3,492,183

 

63,932

 

6,442,929

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

No.

 

Description

 

 

 

10.1

 

Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (filed herewith)

 

 

 

10.2

 

Form of Employee Restricted Stock Unit Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (filed herewith)

 

 

 

10.3

 

Form of Employee Restricted Stock Unit Award Agreement (Canada) for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (filed herewith)

 

 

 

10.4

 

Form of Non-Employee Director Restricted Stock Unit Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (filed herewith)

 

 

 

10.5

 

Form of Employee Performance Unit Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (filed herewith)

 

 

 

10.6

 

Form of Employee Non-Statutory Option Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (filed herewith)

 

 

 

10.7

 

Form of Non-Employee Director Non-Statutory Option Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (filed herewith)

 

 

 

104

 

Cover Page Interactive Data (embedded within the Inline XBRL document)

 

 

 

 

3


 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Radiant Logistics, Inc.

 

 

 

 

Date: November 23, 2021

 

 

By:

 

/s/ Todd Macomber

 

 

 

 

 

Todd Macomber

 

 

 

 

 

Senior Vice President and Chief Financial Officer

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

RADIANT LOGISTICS, INC.

2021 OMNIBUS INCENTIVE PLAN

(Effective November 17, 2021)

 

 

 

 

 

 

 

 


 

Table of Contents

 

1.

Purpose of Plan.

1

2.

Definitions.

1

3.

Plan Administration.

7

4.

Shares Available for Issuance.

9

5.

Participation.

11

6.

Options.

12

7.

Stock Appreciation Rights.

13

8.

Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units.

14

9.

Performance Awards.

16

10.

Non-Employee Director Awards.

19

11.

Other Cash-Based Awards and Other Stock-Based Awards.

19

12.

Dividend Equivalents.

20

13.

Effect of Termination of Employment or Other Service.

20

14.

Payment of Withholding Taxes.

23

15.

Change in Control.

23

16.

Rights of Eligible Recipients and Participants; Transferability.

27

17.

Securities Law and Other Restrictions.

29

18.

Deferred Compensation; Compliance with Section 409A.

29

19.

Amendment, Modification and Termination.

29

20.

Substituted Awards.

30

21.

Effective Date and Duration of this Plan.

30

22.

Miscellaneous.

31

 

 

 

 

 

 

 

 


 

RADIANT LOGISTICS, inc.
2021 OMNIBUS INCENTIVE PLAN

1. Purpose of Plan.

The purpose of the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (this “Plan”) is to advance the interests of Radiant Logistics, Inc., a Delaware corporation (the “Company”), and its stockholders by enabling the Company and its Subsidiaries to attract and retain qualified individuals to perform services for the Company and its Subsidiaries, providing incentive compensation for such individuals that is linked to the growth and profitability of the Company and increases in stockholder value and aligning the interests of such individuals with the interests of its stockholders through opportunities for equity participation in the Company. This Plan will become effective upon its approval by the Company’s stockholders (the “Effective Date”) and at that time will replace the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan (the “Prior Plan”), although awards outstanding under the Prior Plan as of the Effective Date will remain outstanding in accordance with their terms. After the Effective Date, no more grants of awards will be made under the Prior Plan.

2. Definitions.

The following terms will have the meanings set forth below unless the context clearly otherwise requires. Terms defined elsewhere in this Plan will have the same meaning throughout this Plan.

2.1 “409A Change in Control” has the meaning set forth in Section 15.3(b) of this Plan.

2.2 “Adverse Action” means any action or conduct by a Participant that the Committee, in its sole discretion, determines to be injurious, detrimental, prejudicial or adverse to the interests of the Company or any Subsidiary, including: (a) disclosing confidential information of the Company or any Subsidiary to any person not authorized by the Company or Subsidiary to receive it; (b) engaging, directly or indirectly, in any commercial activity that in the judgment of the Committee competes with the business of the Company or any Subsidiary; (c) interfering with the relationships of the Company or any Subsidiary and their respective employees, independent contractors, customers, prospective customers and vendors; or (d) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary; (e) any material breach by a Participant of any employment, service, separation, confidentiality, non-compete, non-solicitation or similar agreement entered into with the Company or any Subsidiary; or (f) any material breach by a Participant of the Company’s Code of Business Conduct and Ethics.

2.3 “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person where “control” will have the meaning given such term under Rule 405 of the Securities Act.

2.4 “Applicable Accounting Standard” means generally accepted accounting principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

2.5 “Applicable Law” means any applicable law, including without limitation, (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange, national market system or automated quotation system on which the shares of Common Stock are listed, quoted or traded.

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2.6 “Award” means, individually or collectively, an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit, Deferred Stock Unit, Performance Award, Non-Employee Director Award, Other Cash-Based Award or Other Stock-Based Award, in each case granted to an Eligible Recipient pursuant to this Plan.

2.7 “Award Agreement” means either: (a) a written or electronic (as provided in Section 22.8) agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, including any amendment or modification thereof, or (b) a written or electronic (as provided in Section 22.8) statement issued by the Company to a Participant describing the terms and provisions of such an Award, including any amendment or modification thereof.

2.8 “Board” means the Board of Directors of the Company.

2.9 “Broker Exercise Notice” means a written notice pursuant to which a Participant, upon exercise of an Option, irrevocably instructs a broker or dealer to sell a sufficient number of shares of Common Stock to pay all or a portion of the exercise price of the Option or any related withholding tax obligations and remit such sums to the Company and directs the Company to deliver shares of Common Stock to be issued upon such exercise directly to such broker or dealer or its nominee.

2.10 “Cash-Based Award” means an Award made pursuant to this Plan that is denominated in cash.

2.11 “Cause” is as defined in any employment, consulting, severance or similar agreement between the Participant and the Company or one of its Subsidiaries or Affiliates (an “Individual Agreement”) (whether defined as “cause”, “for cause”, “just cause” or words of like import), or if not so defined, in the Participant’s Award Agreement, or if not so defined means (i) any violation of a law, rule or regulation other than minor traffic violations, including without limitation, any violation of the Foreign Corrupt Practices Act; (ii) a breach of fiduciary duty for personal profit; (iii) fraud, dishonesty or other acts of misconduct in the rendering of services on behalf of the Company or any Subsidiary or Affiliate or relating to the Participant’s service; (iv) misconduct by the Participant that would cause the Company or any Subsidiary or Affiliate to violate any state or federal law relating to sexual harassment or age, sex or other prohibited discrimination or any violation of written policy of the Company or any Subsidiary or Affiliate or any successor entity adopted in respect to such law; (v) failure to follow the Company’s, any Subsidiary’s or any Affiliate’s work rules or the lawful instructions (written or otherwise) of the Board of Directors of the Company or a responsible executive to whom the Participant directly or indirectly reports, provided compliance with such directive was reasonably within the scope of the Participant’s duties and the Participant was given notice that his or her conduct could give rise to termination and such conduct is not, or could not, be cured within ten (10) days thereafter; (vi) any violation of a confidentiality or non-competition agreement or patent assignment agreement or any agreement relating to the protection of intellectual property rights of the Company or any Subsidiary or Affiliate; (vii) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary; (viii) any material breach by a Participant of any employment, service, confidentiality, non-compete or non-solicitation agreement entered into with the Company or any Subsidiary; or (ix) before a Change in Control, such other events that the Committee, in its sole discretion, determines to be injurious, detrimental, prejudicial or adverse to the interests of the Company or any Subsidiary. Before a Change in Control, the Committee will, unless otherwise provided in an Individual Agreement, have the sole discretion to determine whether “Cause” exists with respect to subclauses (i) through (ix) above, and its determination will be final.

2.12 “Change in Control” means, unless otherwise provided in an Award Agreement or any Individual Agreement, an event described in Section 15.1 of this Plan.

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2.13 “Claim” has the meaning set forth in Section 22.5 of this Plan.

2.14 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be deemed to include a reference to any applicable regulations thereunder and any successor or amended section of the Code.

2.15 “Committee” means the Audit and Executive Oversight Committee of the Board (or subcommittee thereof), the composition and governance of which is established in the Committee’s charter as approved from time to time by the Board, or any other committee comprised solely of directors designated by the Board to administer this Plan who are (a) “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act, and (b) “independent directors” within the meaning of the rules of the NYSE American (or other applicable exchange or market on which the Common Stock may be traded or quoted). The members of the Committee will be appointed from time to time by and will serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under this Plan that would otherwise be the responsibility of the Committee, except as otherwise provided in this Plan. To the extent the Committee has delegated authority to another person or persons the term “Committee” shall refer to such other person or persons. Any action duly taken by the Committee will be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the requirements of membership provided herein.

2.16 “Common Stock” means the common stock of the Company, par value $0.001 per share, or the number and kind of shares of stock or other securities into which such Common Stock may be changed in accordance with Section 4.4 of this Plan.

2.17 “Company” means Radiant Logistics, Inc., a Delaware corporation, and any successor thereto as provided in Section 22.6 of this Plan.

2.18 “Consultant” means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to the Company or any Subsidiary that: (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.

2.19 “Continuing Director” means an individual (a) who is, as of the Effective Date of this Plan, a director of the Company, or (b) who becomes a director of the Company after the Effective Date and whose initial election, or nomination for election by the Company’s stockholders, was approved by at least a majority of the then Continuing Directors, but excluding for purposes of this clause (b) any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest.

2.20 “Deferred Stock Unit means a right granted to an Eligible Recipient pursuant to Section 8 of this Plan to receive shares of Common Stock (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.

2.21 “Director” means a member of the Board.

2.22 “Disability” means, unless otherwise provided in an Award Agreement, with respect to a Participant who is a party to an Individual Agreement, which agreement contains a definition of “disability” or “permanent disability” (or words of like import) for purposes of termination of employment thereunder by the Company, “disability” or “permanent disability” as defined in the most recent of such agreements; or in all other cases, means the disability of the Participant such as would entitle the Participant to receive disability income benefits pursuant to the long-term disability plan of the Company or Subsidiary then

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covering the Participant or, if no such plan exists or is applicable to the Participant, the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code.

2.23 “Dividend Equivalents” has the meaning set forth in Section 3.2(l) of this Plan.

2.24 “Effective Date” means November 17, 2021 or such later date as this Plan is approved by the Company’s stockholders.

2.25 “Eligible Recipients” means all Employees, all Non-Employee Directors and all Consultants.

2.26 “Employee” means any individual performing services for the Company or a Subsidiary and designated as an employee of the Company or a Subsidiary on the payroll records thereof. An Employee will not include any individual during any period he or she is classified or treated by the Company or Subsidiary as an independent contractor, a consultant, or any employee of an employment, consulting or temporary agency or any other entity other than the Company or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified as a common-law employee of the Company or Subsidiary during such period. An individual will not cease to be an Employee in the case of: (a) any leave of absence approved by the Company, or (b) transfers between locations of the Company or between the Company or any Subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company or a Subsidiary, as applicable, is not so guaranteed, then three (3) months following the ninety-first (91st) day of such leave, any Incentive Stock Option held by a Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Non-Statutory Stock Option. Neither service as a Director nor payment of a Director’s fee by the Company will be sufficient to constitute “employment” by the Company.

2.27 “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a section of the Exchange Act herein will be deemed to include a reference to any applicable rules and regulations thereunder and any successor or amended section of the Exchange Act.

2.28 “Fair Market Value” means, with respect to the Common Stock, as of any date: (a) the closing sale price of the Common Stock as of such date at the end of the regular trading session, as reported by The New York Stock Exchange, the Nasdaq Stock Market, NYSE American or any national securities exchange on which the Common Stock is then listed (or, if no shares were traded on such date, as of the next preceding date on which there was such a trade); (b) if the Common Stock is not so listed, admitted to unlisted trading privileges or reported on any national exchange, the closing sale price as of such date at the end of the regular trading session, as reported by the OTC Bulletin Board, OTC Markets or other comparable quotation service (or, if no shares were traded or quoted on such date, as of the next preceding date on which there was such a trade or quote); or (c) if the Common Stock is not so listed or reported, such price as the Committee determines in good faith in the exercise of its reasonable discretion, and consistent with the definition of “fair market value” under Section 409A of the Code. If determined by the Committee, such determination will be final, conclusive and binding for all purposes and on all persons, including the Company, the stockholders of the Company, the Participants and their respective successors-in-interest. No member of the Committee will be liable for any determination regarding the fair market value of the Common Stock that is made in good faith.

2.29 “Full Value Award” means an Award other than in the form of an Option or Stock Appreciation Right, and which is settled by the issuance of shares of Common Stock.

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2.30 “Grant Date” means the date an Award is granted to a Participant pursuant to this Plan and as determined pursuant to Section 5 of this Plan.

2.31 “Incentive Stock Option” means a right to purchase Common Stock granted to an Employee pursuant to Section 6 of this Plan that is designated as and intended to meet the requirements of an “incentive stock option” within the meaning of Section 422 of the Code.

2.32 “Individual Agreement” has the meaning set forth in Section 2.11 of this Plan.

2.33 “Net After Tax Receipts” has the meaning set forth in Section 15.4 of this Plan.

2.34 “Non-Employee Director” means a Director who is not an Employee.

2.35 “Non-Employee Director Award” means any Award granted, whether singly, in combination, or in tandem, to an Eligible Recipient who is a Non-Employee Director, pursuant to such applicable terms, conditions and limitations as the Board or Committee may establish in accordance with this Plan, including any Non-Employee Director Option.

2.36 “Non-Employee Director Option” means a Non-Statutory Stock Option granted to a Non-Employee Director pursuant to Section 10 of this Plan.

2.37 “Non-Statutory Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant to Section 6 of this Plan that is not intended to meet the requirements of or does not qualify as an Incentive Stock Option.

2.38 “Option” means an Incentive Stock Option or a Non-Statutory Stock Option, including a Non-Employee Director Option.

2.39 “Other Cash-Based Award” means an Award, denominated in cash, not otherwise described by the terms of this Plan, granted pursuant to Section 11 of this Plan.

2.40 “Other Stock-Based Award” means an Award, denominated in Shares, not otherwise described by the terms of this Plan, granted pursuant to Section 11 of this Plan.

2.41 “Overpayment” has the meaning set forth in Section 15.4 of this Plan.

2.42 “Participant” means an Eligible Recipient who receives one or more Awards under this Plan.

2.43 “Performance Award” means a right granted to an Eligible Recipient pursuant to Section 9 of this Plan to receive an amount of cash, number of shares of Common Stock, or a combination of both, contingent upon and the value of which at the time it is payable is determined as a function of the extent of the achievement of one or more Performance Goals during a specified Performance Period or the achievement of other objectives during a specified period.

2.44 “Performance Goals” mean with respect to any applicable Award, one or more targets, goals or levels of attainment required to be achieved in terms of any one or more of the measures described in Section 9.4 of this Plan or any other performance measures as determined by the Committee in its sole discretion and set forth in the applicable Award Agreement during the specified Performance Period, as set forth in the related Award Agreement.

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2.45 “Performance Period” means the period of time, as determined by the Committee, during which the Performance Goals must be met in order to determine the degree of payout or vesting with respect to an Award.

2.46 “Period of Restriction” means the period when a Restricted Stock Award or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of Performance Goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Section 8 of this Plan.

2.47 “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or any other entity of whatever nature.

2.48 “Plan” means the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan, as may be amended from time to time.

2.49 “Plan Year” means the Company’s fiscal year.

2.50 “Present Value” has the meaning set forth in Section 15.4 of this Plan.

2.51 “Previously Acquired Shares” means shares of Common Stock that are already owned by the Participant or, with respect to any Award, that are to be issued to the Participant upon the grant, exercise, vesting or settlement of such Award.

2.52 “Prior Plan” means the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan.

2.53 “Reduced Amount” has the meaning set forth in Section 15.4 of this Plan.

2.54 “Restricted Stock Award” means an award of Common Stock granted to an Eligible Recipient pursuant to Section 8 of this Plan that is subject to the restrictions on transferability and the risk of forfeiture imposed by the provisions of such Section 8.

2.55 “Restricted Stock Unit” means an award denominated in shares of Common Stock granted to an Eligible Recipient pursuant to Section 8 of this Plan.

2.56 “Retirement,” means, unless otherwise defined in the Award Agreement or in an Individual Agreement between the Participant and the Company or one of its Subsidiaries or Affiliates, “Retirement” as defined from time to time for purposes of this Plan by the Committee or by the Company’s chief human resources officer or other person performing that function or, if not so defined, means voluntary termination of employment or service by the Participant on or after the date the Participant reaches age sixty-five (65) with the present intention to leave the Company’s industry or to leave the general workforce and completing ten (10) years of service with the Company or any Subsidiary.

2.57 “Scale Back” has the meaning set forth in Section 9.7.

2.58 “Securities Act” means the Securities Act of 1933, as amended. Any reference to a section of the Securities Act herein will be deemed to include a reference to any applicable rules and regulations thereunder and any successor or amended section of the Securities Act.

2.59 “Separation from Service” has the meaning set forth in Section 15.2(b) of this Plan.

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2.60 “Stock Appreciation Right” means a right granted to an Eligible Recipient pursuant to Section 7 of this Plan to receive a payment from the Company, upon exercise, in the form of shares of Common Stock, cash or a combination of both, equal to the difference between the Fair Market Value of one or more shares of Common Stock and the grant price of such shares under the terms of such Stock Appreciation Right.

2.61 “Stock-Based Award” means any Award, denominated in Shares, made pursuant to this Plan, including Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Awards or Other Stock-Based Awards.

2.62 “Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, an interest of more than fifty percent (50%) by reason of stock ownership or otherwise.

2.63 “Successor” has the meaning set forth in Section 15.2 of this Plan.

2.64 “Tax Date” means the date any withholding or employment related tax obligation arises under the Code or any Applicable Law for a Participant with respect to an Award.

2.65 “Tax Laws” has the meaning set forth in Section 22.9 of this Plan.

2.66 “Underpayment” has the meaning set forth in Section 15.4 of this Plan.

3. Plan Administration.

3.1 The Committee. The Plan will be administered by the Committee. Unless otherwise provided in its formal written charter, the Committee will act by majority approval of the members at a meeting or by unanimous written consent, and a majority of the members of the Committee will constitute a quorum. The Committee may exercise its duties, power and authority under this Plan in its sole discretion without the consent of any Participant or other party, unless this Plan specifically provides otherwise. The Committee will not be obligated to treat Participants or Eligible Recipients uniformly, and determinations made under this Plan may be made by the Committee selectively among Participants or Eligible Recipients, whether or not such Participants and Eligible Recipients are similarly situated. Each determination, interpretation or other action made or taken by the Committee pursuant to the provisions of this Plan will be final, conclusive and binding for all purposes and on all persons, and no member of the Committee will be liable for any action or determination made in good faith with respect to this Plan or any Award granted under this Plan.

3.2 Authority of the Committee. In accordance with and subject to the provisions of this Plan, the Committee will have full and exclusive discretionary power and authority to take such actions as it deems necessary and advisable with respect to the administration of this Plan, including the following:

(a) To designate the Eligible Recipients to be selected as Participants;

(b) To determine the nature, extent and terms of the Awards to be made to each Participant, including the amount of cash or number of shares of Common Stock to be subject to each Award, any exercise price or grant price, the manner in which Awards will vest, become exercisable, settled or paid out and whether Awards will be granted in tandem with other Awards, and the form of Award Agreement, if any, evidencing such Award;

(c) To determine the time or times when Awards will be granted;

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(d) To determine the duration of each Award;

(e) To determine the terms, restrictions and other conditions to which the grant of an Award or the payment or vesting of Awards may be subject;

(f) To construe and interpret this Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration and in so doing, to correct any defect, omission, or inconsistency in this Plan or in an Award Agreement, in a manner and to the extent it will deem necessary or expedient to make this Plan fully effective;

(g) To determine Fair Market Value in accordance with Section 2.28 of this Plan;

(h) To amend this Plan or any Award Agreement, as provided in this Plan;

(i) To adopt subplans or special provisions applicable to Awards regulated by the laws of a jurisdiction other than, and outside of, the United States, which except as otherwise provided in this Plan, such subplans or special provisions may take precedence over other provisions of this Plan;

(j) To authorize any person to execute on behalf of the Company any Award Agreement or any other instrument required to effect the grant of an Award previously granted by the Committee;

(k) To determine whether Awards will be settled in shares of Common Stock, cash or in any combination thereof;

(l) To determine whether Awards will be adjusted for dividend equivalents, with “Dividend Equivalents” meaning a credit, made at the discretion of the Committee, to the account of a Participant in an amount equal to the cash dividends paid on one share of Common Stock for each share of Common Stock represented by an Award held by such Participant, subject to Section 12 of this Plan and any other provision of this Plan, and which Dividend Equivalents may be subject to the same conditions and restrictions as the Awards to which they attach and may be settled in the form of cash, shares of Common Stock, or in any combination of both; and

(m) To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any shares of Common Stock, including restrictions under an insider trading policy, stock ownership guidelines, restrictions as to the use of a specified brokerage firm for such resales or other transfers and other restrictions designed to increase equity ownership by Participants or otherwise align the interests of Participants with the Company’s stockholders.

3.3 Delegation. To the extent permitted by Applicable Law, the Committee may delegate to one or more of its members or to one or more officers of the Company or any Subsidiary or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan. The Committee may, by resolution, authorize one or more directors of the Company or one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Eligible Recipients to be recipients of Awards pursuant to this Plan; and (b) determine the size of any such Awards; provided, however, that (x) the Committee will not delegate such responsibilities to any such director(s) or officer(s) for any Awards granted to an Eligible Recipient: (i) who is a Non-Employee

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Director, or who is subject to the reporting and liability provisions of Section 16 under the Exchange Act, or (ii) to whom authority to grant or amend Awards has been delegated hereunder; provided, further; that any delegation of administrative authority will only be permitted to the extent it is permissible under Applicable Law; (y) the resolution providing such authorization will set forth the type of Awards and total number of each type of Awards such director(s) or officer(s) may grant; and (z) such director(s) or officer(s) will report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated. At all times, the delegate appointed under this Section 3.3 will serve in such capacity at the pleasure of the Committee.

3.4 No Re-pricing. Notwithstanding any other provision of this Plan other than Section 4.4 or Section 15.2 of this Plan, the Committee may not, without prior approval of the Company’s stockholders, seek to effect any re-pricing of any previously granted, “underwater” Option or Stock Appreciation Right by: (a) amending or modifying the terms of the Option or Stock Appreciation Right to lower the exercise price or grant price; (b) canceling the underwater Option or Stock Appreciation Right in exchange for (i) cash; (ii) replacement Options or Stock Appreciation Rights having a lower exercise price or grant price; or (iii) other Awards; (c) repurchasing the underwater Options or Stock Appreciation Rights and granting new Awards under this Plan; or (d) a repricing within the meaning of the Applicable Accounting Standard. For purposes of this Section 3.4, an Option or Stock Appreciation Right will be deemed to be “underwater” at any time when the Fair Market Value of the Common Stock is less than the exercise price of the Option or grant price of the Stock Appreciation Right.

3.5 Participants Based Outside of the United States. In addition to the authority of the Committee under Section 3.2(i) and notwithstanding any other provision of this Plan, the Committee may, in its sole discretion, amend the terms of this Plan or Awards with respect to Participants resident outside of the United States or employed by a non-U.S. Subsidiary in order to comply with local legal requirements, to otherwise protect the Company’s or Subsidiary’s interests or to meet objectives of this Plan, and may, where appropriate, establish one or more sub-plans (including the adoption of any required rules and regulations) for the purposes of qualifying for preferred tax treatment under foreign tax laws. The Committee will have no authority, however, to take action pursuant to this Section 3.5: (a) to reserve shares of Common Stock or grant Awards in excess of the limitations provided in Section 4.1 of this Plan; (b) to effect any re-pricing in violation of Section 3.4 of this Plan; (c) to grant Options or Stock Appreciation Rights having an exercise price or grant price less than one hundred percent (100%) of the Fair Market Value of one share of Common Stock on the Grant Date in violation of Section 6.3 or Section 7.3 of this Plan; or (d) for which stockholder approval would then be required pursuant to Section 19.2 of this Plan.

4. Shares Available for Issuance.

4.1 Maximum Number of Shares Available. Subject to adjustment as provided in Section 4.4 of this Plan, the maximum number of shares of Common Stock that will be available for issuance under this Plan will be the sum of:

(a) 3,250,000 shares of Common Stock; plus

(b) the number of shares of Common Stock remaining available for issuance under the Prior Plan but not subject to outstanding awards as of the Effective Date; plus

(c) the number of additional shares of Common Stock subject to awards outstanding under the Prior Plan as of the Effective Date but only to the extent that such outstanding awards are forfeited, cancelled, expire or otherwise terminate without the issuance of such shares of Common Stock after the Effective Date.

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4.2 Limits on Incentive Stock Options, Full Value Awards and Non-Employee Director Compensation. Notwithstanding any other provisions of this Plan to the contrary and subject to adjustment as provided in Section 4.4 of this Plan,

(a) the maximum aggregate number of shares of Common Stock that will be available for issuance pursuant to Incentive Stock Options under this Plan will be 3,250,000 shares; and

(b) the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a Non-Employee Director as compensation for services as a Non-Employee Director during any fiscal year of the Company may not exceed $250,000 (increased to $400,000 with respect to any Non-Employee Director serving as Chairman of the Board or Lead Independent Director or in the fiscal year of a non-employee Director’s initial service as a Non-Employee Director) (with any compensation that is deferred counting towards this limit for the year in which the compensation is first earned, and not a later year of settlement).

4.3 Accounting for Awards. Shares of Common Stock that are issued under this Plan or that are subject to outstanding Awards will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under this Plan; provided, however, that the full number of shares of Common Stock subject to a stock-settled Stock Appreciation Right or other Stock-Based Award will be counted against the shares authorized for issuance under this Plan, regardless of the number of shares actually issued upon settlement of such Stock Appreciation Right or other Stock-Based Award. Furthermore, any shares of Common Stock withheld to satisfy tax withholding obligations on Awards issued under this Plan, any shares of Common Stock withheld to pay the exercise price or grant price of Awards under this Plan and any shares of Common Stock not issued or delivered as a result of the “net exercise” of an outstanding Option pursuant to Section 6.5 or settlement of a Stock Appreciation Right in shares of Common Stock pursuant to Section 7.6 will be counted against the shares of Common Stock authorized for issuance under this Plan and will not be available again for grant under this Plan. Shares of Common Stock subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the Plan. Any shares of Common Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award will not increase the number of shares of Common Stock available for future grant of Awards. Any shares of Common Stock related to Awards granted under this Plan or under the Prior Plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the shares of Common Stock, will be available again for grant under this Plan and correspondingly increase the total number of shares of Common Stock available for issuance under this Plan under Section 4.1. To the extent permitted by Applicable Law, shares of Common Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or a Subsidiary pursuant to Section 22.6 of this Plan or otherwise will not be counted against shares of Common Stock available for issuance pursuant to this Plan. The shares of Common Stock available for issuance under this Plan may be authorized and unissued shares or treasury shares.

4.4 Adjustments to Shares and Awards.

(a) In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin off) or any other similar change in the corporate structure or shares of Common Stock the Company, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) will make appropriate adjustment or substitutions (which determination will be

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conclusive) as to: (i) the number and kind of securities or other property (including cash) available for issuance or payment under this Plan, including the sub-limits set forth in Section 4.2 of this Plan, and (ii) in order to prevent dilution or enlargement of the rights of Participants, the number and kind of securities or other property (including cash) subject to outstanding Awards and the exercise price or grant price of outstanding Awards; provided, however, that this Section 4.4 will not limit the authority of the Committee to take action pursuant to Section 15 of this Plan in the event of a Change in Control. The determination of the Committee as to the foregoing adjustments and/or substitutions, if any, will be final, conclusive and binding on Participants under this Plan.

(b) Notwithstanding anything else herein to the contrary, without affecting the number of shares of Common Stock reserved or available hereunder, the limits in Section 4.2 of this Plan, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with the rules under Sections 422, 424 and 409A of the Code, as and where applicable.

4.5 Minimum Vesting Requirements on Awards. Notwithstanding any other provision of the Plan to the contrary, but subject to Sections 4.4 and 15 of the Plan, equity-based Awards granted under the Plan will vest no earlier than the one-year anniversary of the date the Award is granted and any Awards under this Plan which vest upon the attainment of Performance Goals will provide for a Performance Period of at least one (1) year; provided, however, that, notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to five percent (5%) of the shares of Common Stock available pursuant to Section 4.1 above may be granted to any one or more eligible Directors, Consultants or Employees without respect to such minimum vesting condition. Nothing in this Section 4.5 shall preclude the Committee from taking action, in its sole discretion, to accelerate the vesting of any Award in connection with or following a Participant’s death, disability, termination of employment or service or otherwise, or the consummation of a Change in Control. This Section 4.5 will be inapplicable to (i) substitute Awards granted pursuant to Section 20 of this Plan, (ii) shares delivered in lieu of fully vested cash Awards and (iii) Awards to Non-Employee Directors that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting.

4.6 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of this Plan, if a Participant is subject to Section 16 of the Exchange Act, this Plan, the Award, and the Award Agreement will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule, and such additional limitations will be deemed to be incorporated by reference into such Award to the extent permitted by Applicable Law.

5. Participation.

Participants in this Plan will be those Eligible Recipients who, in the judgment of the Committee, have contributed, are contributing or are expected to contribute to the achievement of the objectives of the Company or its Subsidiaries. Eligible Recipients may be granted from time to time one or more Awards, singly or in combination or in tandem with other Awards, as may be determined by the Committee in its sole discretion. Awards will be deemed to be granted as of the date specified in the grant resolution of the Committee, which date will be the Grant Date of any related Award Agreement with the Participant.

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6. Options.

6.1 Grant. An Eligible Recipient may be granted one or more Options under this Plan, and such Options will be subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Incentive Stock Options may be granted solely to eligible Employees of the Company or a Subsidiary. The Committee may designate whether an Option is to be considered an Incentive Stock Option or a Non-Statutory Stock Option. To the extent that any Incentive Stock Option (or portion thereof) granted under this Plan ceases for any reason to qualify as an “incentive stock option” for purposes of Section 422 of the Code, such Incentive Stock Option (or portion thereof) will continue to be outstanding for purposes of this Plan but will thereafter be deemed to be a Non-Statutory Stock Option. Options may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient, the underlying shares of Common Stock constitute “service recipient stock” within the meaning of Treas. Reg. Sec. 1.409A-1(b)(5)(iii) promulgated under the Code.

6.2 Award Agreement. Each Option grant will be evidenced by an Award Agreement that will specify the exercise price of the Option, the maximum duration of the Option, the number of shares of Common Stock to which the Option pertains, the conditions upon which an Option will become vested and exercisable, and such other provisions as the Committee will determine which are not inconsistent with the terms of this Plan. The Award Agreement also will specify whether the Option is intended to be an Incentive Stock Option or a Non-Statutory Stock Option.

6.3 Exercise Price. The per share price to be paid by a Participant upon exercise of an Option granted pursuant to this Section 6 will be determined by the Committee in its sole discretion at the time of the Option grant; provided, however, that such price will not be less than one hundred percent (100%) of the Fair Market Value of one share of Common Stock on the Grant Date (one hundred and ten percent (110%) of the Fair Market Value if, at the time the Incentive Stock Option is granted, the Participant owns, directly or indirectly, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company).

6.4 Exercisability and Duration. An Option will become exercisable at such times and in such installments and upon such terms and conditions as may be determined by the Committee in its sole discretion at the time of grant, including (a) the achievement of one or more of the Performance Goals; or that (b) the Participant remain in the continuous employment or service with the Company or a Subsidiary for a certain period; provided, however, that no Option may be exercisable after ten (10) years from the Grant Date (five (5) years from the Grant Date in the case of an Incentive Stock Option that is granted to a Participant who owns, directly or indirectly, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company). Notwithstanding the foregoing, if the exercise of an Option that is exercisable in accordance with its terms is prevented by the provisions of Section 17 of this Plan, the Option will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the expiration date of such Option.

6.5 Payment of Exercise Price.

(a) The total purchase price of the shares of Common Stock to be purchased upon exercise of an Option will be paid entirely in cash (including check, bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms and conditions established by the Committee, may allow such payments to be made, in whole or in part, by (i) tender of a Broker Exercise Notice; (ii) by tender, either by actual delivery or attestation as to ownership, of Previously Acquired Shares; (iii) a “net exercise” of the Option (as further described

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in paragraph (b), below); (iv) by a combination of such methods; or (v) any other method approved or accepted by the Committee in its sole discretion. Notwithstanding any other provision of this Plan to the contrary, no Participant who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act will be permitted to make payment with respect to any Awards granted under this Plan, or continue any extension of credit with respect to such payment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

(b) In the case of a “net exercise” of an Option, the Company will not require a payment of the exercise price of the Option from the Participant but will reduce the number of shares of Common Stock issued upon the exercise by the largest number of whole shares that has a Fair Market Value on the exercise date that does not exceed the aggregate exercise price for the shares exercised under this method. Shares of Common Stock will no longer be outstanding under an Option (and will therefore not thereafter be exercisable) following the exercise of such Option to the extent of (i) shares used to pay the exercise price of an Option under the “net exercise,” (ii) shares actually delivered to the Participant as a result of such exercise and (iii) any shares withheld for purposes of tax withholding pursuant to Section 14 of this Plan.

(c) For purposes of such payment, Previously Acquired Shares tendered or covered by an attestation will be valued at their Fair Market Value on the exercise date of the Option.

6.6 Manner of Exercise. An Option may be exercised by a Participant in whole or in part from time to time, subject to the conditions contained in this Plan and in the Award Agreement evidencing such Option, by delivery in person, by facsimile or electronic transmission or through the mail of written notice of exercise to the Company at its principal executive office (or to the Company’s designee as may be established from time to time by the Company and communicated to Participants) and by paying in full the total exercise price for the shares of Common Stock to be purchased in accordance with Section 6.5 of this Plan.

7. Stock Appreciation Rights.

7.1 Grant. An Eligible Recipient may be granted one or more Stock Appreciation Rights under this Plan, and such Stock Appreciation Rights will be subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Stock Appreciation Rights may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient, the underlying shares of Common Stock constitute “service recipient stock” within the meaning of Treas. Reg. Sec. 1.409A-1(b)(5)(iii) promulgated under the Code.

7.2 Award Agreement. Each Stock Appreciation Right will be evidenced by an Award Agreement that will specify the grant price of the Stock Appreciation Right, the term of the Stock Appreciation Right, and such other provisions as the Committee will determine which are not inconsistent with the terms of this Plan.

7.3 Grant Price. The grant price of a Stock Appreciation Right will be determined by the Committee, in its discretion, at the Grant Date; provided, however, that such price may not be less than one hundred percent (100%) of the Fair Market Value of one share of Common Stock on the Grant Date.

7.4 Exercisability and Duration. A Stock Appreciation Right will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant; provided, however, that no Stock Appreciation Right may be exercisable after ten (10) years from its Grant Date. Notwithstanding the foregoing, if the exercise of a Stock Appreciation Right that is exercisable

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in accordance with its terms is prevented by the provisions of Section 17 of this Plan, the Stock Appreciation Right will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the expiration date of such Stock Appreciation Right.

7.5 Manner of Exercise. A Stock Appreciation Right will be exercised by giving notice in the same manner as for Options, as set forth in Section 6.6 of this Plan, subject to any other terms and conditions consistent with the other provisions of this Plan as may be determined by the Committee in its sole discretion.

7.6 Settlement. Upon the exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

(a) The excess of the Fair Market Value of a share of Common Stock on the date of exercise over the per share grant price; by

(b) The number of shares of Common Stock with respect to which the Stock Appreciation Right is exercised.

7.7 Form of Payment. Payment, if any, with respect to a Stock Appreciation Right settled in accordance with Section 7.6 of this Plan will be made in accordance with the terms of the applicable Award Agreement, in cash, shares of Common Stock or a combination thereof, as the Committee determines.

8. Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units.

8.1 Grant. An Eligible Recipient may be granted one or more Restricted Stock Awards, Restricted Stock Units or Deferred Stock Units under this Plan, and such Awards will be subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Restricted Stock Units will be similar to Restricted Stock Awards except that no shares of Common Stock are actually awarded to the Participant on the Grant Date of the Restricted Stock Units. Restricted Stock Units and Deferred Stock Units will be denominated in shares of Common Stock but paid in cash, shares of Common Stock or a combination of cash and shares of Common Stock as the Committee, in its sole discretion, will determine, and as provided in the Award Agreement.

8.2 Award Agreement. Each Restricted Stock Award, Restricted Stock Unit or Deferred Stock Unit grant will be evidenced by an Award Agreement that will specify the type of Award, the period(s) of restriction, the number of shares of restricted Common Stock, or the number of Restricted Stock Units or Deferred Stock Units granted, and such other provisions as the Committee will determine that are not inconsistent with the terms of this Plan.

8.3 Conditions and Restrictions. Subject to the terms and conditions of this Plan, including Sections 4.4 and 4.5 of this Plan, the Committee will impose such conditions or restrictions on a Restricted Stock Award, Restricted Stock Units or Deferred Stock Units granted pursuant to this Plan as it may deem advisable including a requirement that Participants pay a stipulated purchase price for each share of Common Stock underlying a Restricted Stock Award, Restricted Stock Unit or Deferred Stock Unit, restrictions based upon the achievement of specific Performance Goals, time-based restrictions on vesting following the attainment of the Performance Goals, time-based restrictions, restrictions under Applicable Laws or holding requirements or sale restrictions placed on the shares of Common Stock by the Company upon vesting of such Restricted Stock Award, Restricted Stock Units or Deferred Stock Units.

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8.4 Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by Applicable Law, as determined by the Committee, Participants holding a Restricted Stock Award granted hereunder will be granted the right to exercise full voting rights with respect to the shares of Common Stock underlying such Restricted Stock Award during the Period of Restriction. A Participant will have no voting rights with respect to any Restricted Stock Units or Deferred Stock Units granted hereunder.

8.5 Dividend Rights.

(a) Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by Applicable Law, as determined by the Committee, Participants holding a Restricted Stock Award granted hereunder will have the same dividend rights as the Company’s other stockholders. Notwithstanding the foregoing any such dividends as to a Restricted Stock Award that is subject to vesting requirements will be subject to forfeiture and termination to the same extent as the Restricted Stock Award to which such dividends relate and the Award Agreement may require that any cash dividends be reinvested in additional shares of Common Stock subject to the Restricted Stock Award and subject to the same conditions and restrictions as the Restricted Stock Award with respect to which the dividends were paid. In no event will dividends with respect to Restricted Stock Awards that are subject to vesting be paid or distributed until the vesting provisions of such Restricted Stock Award lapse.

(b) Restricted Stock Units and/or Deferred Stock Unit awarded under this Plan may, at the Committee’s discretion, carry with it a right to Dividend Equivalents, which right will be set forth in a Participant’s Award Agreement. If applicable, such right will entitle the Participant to be credited with any amount equal to all cash dividends paid on one share of Common Stock while the Restricted Stock Unit or Deferred Stock Unit is outstanding. Dividend Equivalents may be converted into additional Restricted Stock Units or Deferred Stock Units and may (and will, to the extent required below) be made subject to the same conditions and restrictions as the Restricted Stock Units or Deferred Stock Units to which they attach. Settlement of Dividend Equivalents may be made in the form of cash, in the form of shares of Common Stock, or in a combination of both. Dividend Equivalents as to Restricted Stock Units or Deferred Stock Units will be subject to forfeiture and termination to the same extent as the corresponding Restricted Stock Units or Deferred Stock Units as to which the Dividend Equivalents relate and provided, however, that such cash dividends or Dividend Equivalents may not be paid out until the vesting provisions of such Restricted Stock Units or Deferred Stock Units lapse.

8.6 Enforcement of Restrictions. To enforce the restrictions referred to in this Section 8, the Committee may place a legend on the stock certificates or book-entry notations representing Restricted Stock Awards referring to such restrictions and may require the Participant, until the restrictions have lapsed, to keep any stock certificates, together with duly endorsed stock powers, in the custody of the Company or its transfer agent, or to maintain evidence of stock ownership, together with duly endorsed stock powers, in a certificateless book-entry stock account with the Company’s transfer agent. Alternatively, Restricted Stock Awards may be held in non-certificated form pursuant to such terms and conditions as the Company may establish with its registrar and transfer agent or any third-party administrator designated by the Company to hold Restricted Stock Awards on behalf of Participants.

8.7 Lapse of Restrictions; Settlement. Except as otherwise provided in this Plan, shares of Common Stock underlying a Restricted Stock Award will become freely transferable by the Participant after all conditions and restrictions applicable to such shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations). Upon the vesting of a Restricted Stock Unit, the Restricted Stock Unit will be settled, subject to the terms and conditions of the applicable Award

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Agreement, (a) in cash, based upon the Fair Market Value of the vested underlying shares of Common Stock, (b) in shares of Common Stock or (c) a combination thereof, as provided in the Award Agreement, except to the extent that a Participant has properly elected to defer income that may be attributable to a Restricted Stock Unit under a Company deferred compensation plan or arrangement.

8.8 Section 83(b) Election for Restricted Stock Award. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a Restricted Stock Award, the Participant must file, within thirty (30) days following the Grant Date of the Restricted Stock Award, a copy of such election with the Company and with the Internal Revenue Service, in accordance with the regulations under Section 83 of the Code. The Committee may provide in the Award Agreement that the Restricted Stock Award is conditioned upon the Participant’s making or refraining from making an election with respect to the award under Section 83(b) of the Code.

9. Performance Awards.

9.1 Grant. An Eligible Recipient may be granted one or more Performance Awards under this Plan, and such Awards will be subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion, including the achievement of one or more Performance Goals.

9.2 Award Agreement. Each Performance Award will be evidenced by an Award Agreement that will specify the amount of cash, shares of Common Stock, other Awards, or combination of both to be received by the Participant upon payout of the Performance Award, any Performance Goals upon which the Performance Award is subject, any Performance Period during which any Performance Goals must be achieved and such other provisions as the Committee will determine which are not inconsistent with the terms of this Plan.

9.3 Vesting. Subject to the terms of this Plan, the Committee may impose such restrictions or conditions, not inconsistent with the provisions of this Plan, to the vesting of such Performance Awards as it deems appropriate, including the achievement of one or more of the Performance Goals and any additional time-based restrictions on vesting following the attainment of the Performance Goals.

9.4 Performance Goals. The Performance Goals may be based on any one or more of the following performance measures, among any other measures as determined by the Committee: revenue, net revenue, invoiced revenue, collected revenue, revenues from new services, bad debts, orders, cost of transportation and other services, operating partner commissions, personnel costs, selling, general and administrative expenses, operating expenses, non-cash expenses, tax expense, non-operating expenses, total expenses; gross margin, net operating income, earnings before interest, taxes, depreciation and amortization (EBITDA), earnings before interest and taxes (EBIT), net operating income after taxes (NOPAT), net income, net income before taxes, net cash flow, net cash flow from operations, maintenance or improvement of profit margins; cash, excess cash, accounts receivable, days sales outstanding, current assets, working capital, total capital, fixed assets, total assets, change in net assets, accounts payable, current accrued liabilities, total current liabilities, total debt, debt principal payments, net current borrowings, total long-term debt, credit rating, retained earnings, total common equity, total equity, cash-to-debt, interest coverage, liquidity; earnings per share (diluted and fully diluted), stock price, dividends, shares repurchased, total return to stockholders, price/earnings ratio, market capitalization, book value, debt coverage ratios, return on assets, return on equity, return on invested capital, economic profit (for example, economic value added); customer satisfaction, customer retention, customer service/care, brand awareness and perception, market share, warranty rates, service quality, strategic business objectives, introduction of new services, acquisition/entrance into new markets, asset acquisitions, strategic asset sales or acquisitions, improvements in capital structure; headcount, employee performance, employee productivity, standard

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hours, employee engagement/satisfaction, employee turnover, employee diversity, safety, or satisfactory completion of major project or organizational initiative. Any Performance Goal can be based on the performance of the Company or any Subsidiary as a whole or any division or business unit of the Company, station, service group, region or territory, or Subsidiary, or any combination thereof, as the Committee may deem appropriate. Any Performance Goal can be compared to the performance of a peer group or published or special index that the Committee, in its sole discretion, deems appropriate.

9.5 Earning of Performance Award Payment. Subject to the terms of this Plan and the Award Agreement, after the applicable Performance Period has ended, the holder of Performance Awards will be entitled to receive payout on the value and number of Performance Awards earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals have been achieved and such other restrictions or conditions imposed on the vesting and payout of the Performance Awards has been satisfied.

9.6 Reassignment. If prior to the end of a Performance Period, but after the conclusion of one year of the Performance Period, a Participant holding Performance Awards is reassigned to a position with the Company or any Subsidiary, and that position is not eligible to participate in such a Performance Award, but the Participant does not terminate employment or service with the Company or any Subsidiary, as the case may be, the Committee may, in its sole discretion: (a) cause shares of Common Stock to be delivered or payment made with respect to the Participant’s Performance Award in accordance with Section 9.10 of this Plan, but only if otherwise earned for the entire Performance Period or (b) cause shares of Common Stock to be delivered or payment made with respect to the Participant’s Performance Award in accordance with Section 9.7 of this Plan, but only if otherwise earned for the entire Performance Period and only with respect to the portion of the applicable Performance Period completed at the date of such reassignment, with proration based on the number of months or years such Participant served in the prior position during the Performance Period.

9.7 Committee Discretion to Scale Back Awards. At any time during a Performance Period of more than one fiscal year, the Committee may, in its discretion, cancel a portion of a Performance Award prior to the conclusion of the Performance Period (a “Scale Back”), provided that:

(a) the Performance Award has not yet vested;

(b) based on financial information contained in the financial statements or similar internal reports of the Company or any Subsidiary, as the case may be, the Committee determines that the Performance Goals for the Performance Period cannot be achieved at the maximum levels established at the time of grant;

(c) once a Performance Award is Scaled Back, it may not again be increased to add or recover a Performance Award that was canceled; and

(d) Performance Awards canceled in a Scale Back will again be available to the Committee for grant of new Performance Awards for any future Performance Period. This provision will not be used in any manner that could have the effect of repricing a previous Performance Award.

9.8 Evaluation of Performance. The Committee may provide in an Award Agreement that any evaluation of performance or achievement of Performance Goals may include or exclude certain items or events that occur during a Performance Period, including without limitation any of the following: (a) items related to a change in accounting principles; (b) items relating to financing activities; (c) expenses for restructuring or productivity initiatives; (d) other non-operating items; (e) items related to acquisitions; (f)

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items attributable to the business operations of any entity acquired by the Company during the Performance Period; (g) items related to the disposal of a business or segment of a business; (h) items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards; (i) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (j) any other items of significant income or expense which are determined to be appropriate adjustments; (k) items relating to unusual or extraordinary corporate transactions, events or developments; (l) items related to amortization of acquired intangible assets; (m) items that are outside the scope of the Company’s core, on-going business activities; (n) items related to acquired in-process research and development; (o) items relating to changes in tax laws; (p) items relating to major licensing or partnership arrangements; (q) items relating to asset impairment charges; (r) items relating to gains or losses for litigation, arbitration and contractual settlements; (s) foreign exchange gains and losses; or (t) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions.

9.9 Adjustment of Performance Goals, Performance Periods or other Vesting Criteria. The Committee may amend or modify the vesting criteria (including any Performance Goals or Performance Periods) of any outstanding Awards based in whole or in part on the financial performance of the Company (or any Subsidiary or division, business unit, station, service group, region, territory or other sub-unit thereof) in recognition of unusual or nonrecurring events (including the events described in Section 9.8 or 4.4(a) of this Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The determination of the Committee as to the foregoing adjustments, if any, will be final, conclusive and binding on Participants under this Plan.

9.10 Form and Timing of Performance Award Payment. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Awards will be entitled to receive payment on the value and number of Performance Awards earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals have been achieved. Payment of earned Performance Awards will be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Awards in the form of cash, in shares of Common Stock or other Awards (or in a combination thereof) equal to the value of the earned Performance Awards at the close of the applicable Performance Period. Payment of any Performance Award will be made as soon as practicable after the Committee has determined the extent to which the applicable Performance Goals have been achieved and not later than the fifteenth (15th) day of the third (3rd) month immediately following the later of (i) the end of the Company’s fiscal year in which the Performance Period ends and any additional vesting restrictions are satisfied or (ii) the end of the calendar year in which the Performance Period ends and any additional vesting restrictions are satisfied, except to the extent that a Participant has properly elected to defer payment that may be attributable to a Performance Award under a Company deferred compensation plan or arrangement. The determination of the Committee with respect to the form and time of payment of Performance Awards will be set forth in the Award Agreement pertaining to the grant of the Performance Award. Any shares of Common Stock or other Awards issued in payment of earned Performance Awards may be granted subject to any restrictions deemed appropriate by the Committee, including that the Participant remain in the continuous employment or service with the Company or a Subsidiary for a certain period.

9.11 Voting Rights. A Participant will have no voting rights with respect to any Performance Award granted hereunder.

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9.12 Dividend Rights. If provided in an Award Agreement, a Participant holding a Performance Award granted under this Plan may receive cash dividends or Dividend Equivalents based on the dividends declared on shares of Common Stock that are subject to such Performance Award during the period between the date that such Performance Award is granted and the date such Performance Award is settled; provided, however, that such cash dividends or Dividend Equivalents may not be paid out until the vesting provisions of such Performance Award lapse.

10. Non-Employee Director Awards.

10.1 Automatic and Non-Discretionary Awards to Non-Employee Directors. Subject to such terms and conditions, consistent with the other provisions of this Plan, the Committee at any time and from time to time may approve resolutions providing for the automatic grant to Non-Employee Directors of Non-Employee Director Awards granted under this Plan and may grant to Non-Employee Directors such discretionary Non-Employee Director Awards on such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion, and set forth in an applicable Award Agreement. Such Non-Employee Director Awards will not be subject to management’s discretion.

10.2 Deferral of Award Payment; Election to Receive Award in Lieu of Retainers. The Committee may permit Non-Employee Directors the opportunity to defer the payment of an Award pursuant to such terms and conditions as the Committee may prescribe from time to time. In addition, the Committee may permit Non-Employee Directors to elect to receive, pursuant to the procedures established by the Board or a committee of the Board, all or any portion of their annual retainers, meeting fees, or other fees in Restricted Stock, Restricted Stock Units, Deferred Stock Units or other Stock-Based Awards as contemplated by this Plan in lieu of cash.

11. Other Cash-Based Awards and Other Stock-Based Awards.

11.1 Other Cash-Based Awards. Subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion, the Committee, at any time and from time to time, may grant Other Cash-Based Awards to Eligible Recipients not otherwise described by the terms of this Plan in such amounts and upon such terms as the Committee may determine.

11.2 Other Stock-Based Awards. Subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion, the Committee may grant Other Stock-Based Awards to Eligible Recipients not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted shares of Common Stock) in such amounts and subject to such terms and conditions as the Committee will determine. Such Awards may involve the transfer of actual shares of Common Stock to Participants as a bonus or in lieu of obligations to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, or payment in cash or otherwise of amounts based on the value of shares of Common Stock, and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

11.3 Value of Other Cash-Based Awards and Other Stock-Based Awards. Each Other Cash-Based Award will specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award will be expressed in terms of shares of Common Stock or units based on shares of Common Stock, as determined by the Committee. The Committee may establish Performance Goals in its discretion for any Other Cash-Based Award or any Other Stock-Based Award. If the Committee exercises its discretion to establish Performance Goals for any such Awards, the number or value of Other

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Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the Performance Goals are met.

11.4 Payment of Other Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to an Other Cash-Based Award or an Other Stock-Based Award will be made in accordance with the terms of the Award, in cash for any Other Cash-Based Award and in cash or shares of Common Stock for any Other Stock-Based Award, as the Committee determines, except to the extent that a Participant has properly elected to defer payment that may be attributable to an Other Cash-Based Award or Other Stock-Based Award under a Company deferred compensation plan or arrangement.

12. Dividend Equivalents.

Subject to the provisions of this Plan and any Award Agreement, any Participant selected by the Committee may be granted Dividend Equivalents based on the dividends declared on shares of Common Stock that are subject to any Award (including any Award that has been deferred), to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests, settles, is paid or expires, as determined by the Committee. Such Dividend Equivalents will be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Committee and the Committee may provide that such amounts (if any) will be deemed to have been reinvested in additional shares of Common Stock or otherwise reinvested. Notwithstanding the foregoing, the Committee may not grant Dividend Equivalents based on the dividends declared on shares of Common Stock that are subject to an Option or Stock Appreciation Right; and further, no dividend or Dividend Equivalents will be paid out with respect to any unvested Performance Awards or other unvested Awards.

13. Effect of Termination of Employment or Other Service.

13.1 Termination Due to Cause. Unless otherwise expressly provided by the Committee in its sole discretion in an Award Agreement or the terms of an Individual Agreement between the Participant and the Company or one of its Subsidiaries or Affiliates or a plan or policy of the Company applicable to the Participant specifically provides otherwise, and subject to Sections 13.4 and 13.5 of this Plan, in the event a Participant’s employment or other service with the Company and all Subsidiaries is terminated for Cause:

(a) All outstanding Options and Stock Appreciation Rights held by the Participant as of the effective date of such termination will be immediately terminated and forfeited;

(b) All outstanding but unvested Restricted Stock Awards, Restricted Stock Units, Performance Awards Other Cash-Based Awards and Other Stock-Based Awards held by the Participant as of the effective date of such termination will be terminated and forfeited; and

(c) All other outstanding Awards to the extent not vested will be immediately terminated and forfeited.

13.2 Termination Due to Death, Disability or Retirement. Unless otherwise expressly provided by the Committee in its sole discretion in an Award Agreement between the Participant and the Company or one of its Subsidiaries or Affiliates or the terms of an Individual Agreement or a plan or policy of the Company applicable to the Participant specifically provides otherwise, and subject to Sections 13.4, 13.5 and 15 of this Plan, in the event a Participant’s employment or other service with the Company and all Subsidiaries is terminated by reason of death or Disability of a Participant, or in the case of a Participant that is an Employee, Retirement:

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(a) All outstanding Options (excluding Non-Employee Director Options in the case of Retirement) and Stock Appreciation Rights held by the Participant as of the effective date of such termination or Retirement will, to the extent exercisable as of the date of such termination or Retirement, remain exercisable for a period of one (1) year after the date of such termination or Retirement (but in no event after the expiration date of any such Option or Stock Appreciation Right) and Options and Stock Appreciation Rights not exercisable as of the date of such termination or Retirement will be terminated and forfeited;

(b) All outstanding unvested Restricted Stock Awards held by the Participant as of the effective date of such termination or Retirement will be terminated and forfeited; and

(c) All outstanding unvested Restricted Stock Units, Deferred Stock Units, Performance Awards, Other Cash-Based Awards and Other Stock-Based Awards held by the Participant as of the effective date of such termination or Retirement will be terminated and forfeited; provided, however, that with respect to any such Awards the vesting of which is based on the achievement of Performance Goals, if a Participant’s employment or other service with the Company or any Subsidiary, as the case may be, is terminated prior to the end of the Performance Period of such Award, but after the conclusion of a portion of the Performance Period (but in no event less than one year), the Committee may, in its sole discretion, cause shares of Common Stock to be delivered or payment made (except to the extent that a Participant has properly elected to defer income that may be attributable to such Award under a Company deferred compensation plan or arrangement) with respect to the Participant’s Award, but only if otherwise earned for the entire Performance Period and only with respect to the portion of the applicable Performance Period completed at the date of such event, with proration based on the number of months or years that the Participant was employed or performed services during the Performance Period. The Committee will consider the provisions of Section 13.5 of this Plan and will have the discretion to consider any other fact or circumstance in making its decision as to whether to deliver such shares of Common Stock or other payment, including whether the Participant again becomes employed.

13.3 Termination for Reasons Other than Death, Disability or Retirement. Unless otherwise expressly provided by the Committee in its sole discretion in an Award Agreement or the terms of an Individual Agreement between the Participant and the Company or one of its Subsidiaries or Affiliates or a plan or policy of the Company applicable to the Participant specifically provides otherwise, and subject to Sections 13.4, 13.5 and 15 of this Plan, in the event a Participant’s employment or other service with the Company and all Subsidiaries is terminated for any reason other than for Cause or death or Disability of a Participant, or in the case of a Participant that is an Employee, Retirement:

(a) All outstanding Options (including Non-Employee Director Options) and Stock Appreciation Rights held by the Participant as of the effective date of such termination will, to the extent exercisable as of such termination, remain exercisable for a period of three (3) months after such termination (but in no event after the expiration date of any such Option or Stock Appreciation Right) and Options and Stock Appreciation Rights not exercisable as of such termination will be terminated and forfeited. If the Participant dies within the three (3) month period referred to in the preceding sentence, the Option or Stock Appreciation Right may be exercised by those entitled to do so under the Participant’s will or by the laws of descent and distribution within a period of one (1) year following the Participant’s death (but in no event after the expiration date of any such Option or Stock Appreciation Right).

(b) All outstanding unvested Restricted Stock Awards held by the Participant as of the effective date of such termination will be terminated and forfeited;

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(c) All outstanding unvested Restricted Stock Units, Performance Awards, Other Cash-Based Awards and Other Stock-Based Awards held by the Participant as of the effective date of such termination will be terminated and forfeited; provided, however, that with respect to any such Awards the vesting of which is based on the achievement of Performance Goals, if a Participant’s employment or other service with the Company or any Subsidiary, as the case may be, is terminated by the Company without Cause prior to the end of the Performance Period of such Award, but after the conclusion of a portion of the Performance Period (but in no event less than one year), the Committee may, in its sole discretion, cause Shares to be delivered or payment made (except to the extent that a Participant has properly elected to defer income that may be attributable to such Award under a Company deferred compensation plan or arrangement) with respect to the Participant’s Award, but only if otherwise earned for the entire Performance Period and only with respect to the portion of the applicable Performance Period completed at the date of such event, with proration based on the number of months or years that the Participant was employed or performed services during the Performance Period.

13.4 Modification of Rights upon Termination. Notwithstanding the other provisions of this Section 13, upon a Participant’s termination of employment or other service with the Company or any Subsidiary, as the case may be, the Committee may, in its sole discretion (which may be exercised at any time on or after the Grant Date, including following such termination) cause Options or Stock Appreciation Rights (or any part thereof) held by such Participant as of the effective date of such termination to terminate, become or continue to become exercisable or remain exercisable following such termination of employment or service, and Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Awards, Non-Employee Director Awards, Other Cash-Based Awards and Other Stock-Based Awards held by such Participant as of the effective date of such termination to terminate, vest or become free of restrictions and conditions to payment, as the case may be, following such termination of employment or service, in each case in the manner determined by the Committee; provided, however, that (a) no Option or Stock Appreciation Right may remain exercisable beyond its expiration date; and (b) any such action by the Committee adversely affecting any outstanding Award will not be effective without the consent of the affected Participant (subject to the right of the Committee to take whatever action it deems appropriate under Section 4.4, 13.5, 15 or 19 of this Plan).

13.5 Additional Forfeiture Events.

(a) Effect of Actions Constituting Cause or Adverse Action. Notwithstanding anything in this Plan to the contrary and in addition to the other rights of the Committee under this Plan, including this Section 13.5, if a Participant is determined by the Committee, acting in its sole discretion, to have taken any action that would constitute Cause or an Adverse Action during or within one (1) year after the termination of employment or other service with the Company or a Subsidiary, irrespective of whether such action or the Committee’s determination occurs before or after termination of such Participant’s employment or other service with the Company or any Subsidiary and irrespective of whether or not the Participant was terminated as a result of such Cause or Adverse Action, (i) all rights of the Participant under this Plan and any Award Agreements evidencing an Award then held by the Participant will terminate and be forfeited without notice of any kind, and (ii) the Committee in its sole discretion will have the authority to rescind the exercise, vesting or issuance of, or payment in respect of, any Awards of the Participant that were exercised, vested or issued, or as to which such payment was made, and to require the Participant to pay to the Company, within ten (10) days of receipt from the Company of notice of such rescission, any amount received or the amount of any gain realized as a result of such rescinded exercise, vesting, issuance or payment (including any dividends paid or other distributions made with respect to any shares of Common Stock subject to any Award). The Company may defer the exercise of any Option or Stock Appreciation Right for a period of up to six (6) months after receipt of the

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Participant’s written notice of exercise or the issuance of share certificates or book-entry notations upon the vesting of any Award for a period of up to six (6) months after the date of such vesting in order for the Committee to make any determination as to the existence of Cause or an Adverse Action. The Company will be entitled to withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company or a Subsidiary) or make other arrangements for the collection of all amounts necessary to satisfy such payment obligations. Unless otherwise provided by the Committee in an applicable Award Agreement, this Section 13.5(a) will not apply to any Participant following a Change in Control.

(b) Forfeiture or Clawback of Awards Under Company Policy and Applicable Law. All Awards under this Plan will be subject to forfeiture or other penalties pursuant to any clawback or forfeiture policy of the Company, as in effect from time to time (including, but not limited to, the Company’s Clawback and Forfeiture Policy as adopted in 2021), and such forfeiture and/or penalty conditions or provisions as determined by the Committee and set forth in the applicable Award Agreement, or as otherwise required or permitted under Applicable Law.

14. Payment of Withholding Taxes.

14.1 General Rules. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all amounts the Company reasonably determines are necessary to satisfy any and all federal, foreign, state and local withholding and employment related tax requirements attributable to an Award, including the grant, exercise, vesting or settlement of, or payment of dividends with respect to, an Award or a disqualifying disposition of stock received upon exercise of an Incentive Stock Option, or (b) require the Participant promptly to remit the amount of such withholding to the Company before taking any action, including issuing any shares of Common Stock, with respect to an Award. When withholding shares of Common Stock for taxes is effected under this Plan, it will be withheld only up to an amount based on the maximum statutory tax rates in the Participant’s applicable tax jurisdiction or such other rate that will not trigger a negative accounting impact on the Company.

14.2 Special Rules. The Committee may, in its sole discretion and upon terms and conditions established by the Committee, permit or require a Participant to satisfy, in whole or in part, any withholding or employment related tax obligation described in Section 14.1 of this Plan by withholding shares of Common Stock underlying an Award, by electing to tender, or by attestation as to ownership of, Previously Acquired Shares, by delivery of a Broker Exercise Notice or a combination of such methods. For purposes of satisfying a Participant’s withholding or employment-related tax obligation, shares of Common Stock withheld by the Company or Previously Acquired Shares tendered or covered by an attestation will be valued at their Fair Market Value on the Tax Date.

15. Change in Control.

15.1 Definition of Change in Control. Unless otherwise provided in an Award Agreement or Individual Agreement between the Participant and the Company or one of its Subsidiaries or Affiliates, a “Change in Control” will mean the occurrence of any of the following:

(a) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in

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the election of directors, but excluding, for this purpose, any such acquisition by the Company or any of its Subsidiaries, or any employee benefit plan (or related trust) of the Company or its Subsidiaries, or any entity with respect to which, following such acquisition, more than fifty percent (50%) of, respectively, the then outstanding equity of such entity and the combined voting power of the then outstanding voting equity of such entity entitled to vote generally in the election of all or substantially all of the members of such entity’s governing body is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the Common Stock and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be; or

(b) The consummation of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Common Stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation;

(c) individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board; or

(d) a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

15.2 Continuation, Assumption or Substitution of Outstanding Awards; Treatment Upon Subsequent Termination. In the event of a Change in Control, the surviving or successor organization (or a parent or subsidiary thereof) (the “Successor”) may continue, assume or substitute equivalent awards (with such adjustments as may be required or permitted by Section 4.4 of this Plan). The Successor may elect to continue, assume or substitute only some Awards or portions of Awards. A substitute equivalent award must (i) have a value at least equal to the value of the Award being substituted; (ii) relate to a publicly-traded equity security of the Successor involved in the Change in Control or another entity that is affiliated with the Company or the Successor following the Change in Control; (iii) be the same type of award as the Award being substituted; (iv) be vested to the extent vested at the time of and as a result of the Change in Control and (v) have other terms and conditions (including vesting, exercisability and effect of termination within one (1) year following a Change in Control) that are not less favorable to the Participant than the terms and conditions of the Award being substituted, in each case, as determined by the Committee (as constituted prior to the Change in Control) in its sole discretion. If an Award is continued, assumed or substituted by the Successor and within one (1) year following a Change in Control the Participant is terminated by the Successor (or an Affiliate thereof) without Cause, the following rules will apply to the continued, assumed or substituted Awards, unless otherwise specifically provided in the applicable Award Agreement:

(a) Any and all Options and Stock Appreciation Rights will vest and become immediately exercisable as of the termination or resignation and will remain exercisable until the earlier of the expiration of its full specified term or the first anniversary of the date of such termination or resignation.

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(b) All restrictions imposed on Restricted Stock, Restricted Stock Units or Deferred Stock Units that are not performance-based will lapse. Such Restricted Stock Units and Deferred Stock Units will be settled and paid in cash or shares of Common Stock as provided in the Award Agreement. If such Restricted Stock Units or Deferred Stock Units are exempt from the requirements of Section 409A of the Code, the Restricted Stock Units or Deferred Stock Units will be paid within thirty (30) days following the termination or resignation. If such Restricted Stock Units or Deferred Stock Units are subject to the requirements of Section 409A of the Code, then, subject to the delay, if any, required under Section 18, the Restricted Stock Units or Deferred Stock Units will be paid within the thirty (30) day period following the Participant’s separation from service (within the meaning of Section 409A of the Code) (a “Separation from Service”).

(c) All vested and earned Awards that are performance-based for which the Performance Period has been completed as of the date of such termination or resignation but have not yet been paid will be paid in cash or Shares and at such time as provided in the Award Agreement; provided, however that if any such payment is to be made in Shares, the Committee may in its discretion, provide such holders the consideration provided to other similarly situated shareholders in such Change in Control. All performance-based Awards for which the Performance Period has not been completed as of the date of such termination or resignation will immediately vest and be earned in full, and paid out with respect to each Performance Goal based on the greater of (i) target performance; or (ii) actual performance achieved through the date of such termination or resignation, in each case with the manner of payment to be made in cash or Shares as provided in the Award Agreement within thirty (30) days following the date of such termination or resignation, subject to the delay, if any, required under Section 18.

15.3 No Continuation, Assumption or Substitution of Outstanding Awards; Dissolution or Liquidation. In the event of a Change in Control, any outstanding Awards that are not continued, assumed or substituted with equivalent awards by the Successor pursuant to Section 15.2 of this Plan, or in the case of a dissolution or liquidation of the Company, all Awards, will be subject to the following rules, in each case effective immediately prior to such Change in Control but conditioned upon the completion of such Change in Control:

(a) Any Options and Stock Appreciation Rights will be fully vested and exercisable and the Committee will either (1) give a Participant a reasonable opportunity to exercise the Option and Stock Appreciation Right before the transaction resulting in the Change in Control (including cashless exercise by a Participant) or (2) pay the Participant the difference between the exercise price for such Option or the grant price for such Stock Appreciation Right and the per Share consideration provided to other similarly situated stockholders in such Change in Control; provided, however, that if the exercise price of such Option or the grant price of such Stock Appreciation Right exceeds the aforementioned consideration provided, then the Option or Stock Appreciation Right will be canceled and terminated without any payment. In either case, such Option or Stock Appreciation Right will be cancelled. The Committee will not be obligated to treat all Options and Stock Appreciation Rights subject to this Section 15.3 in the same manner. The exercise of any Option or Stock Appreciation Right whose exercisability is accelerated as provided in this Section 15.3 will be conditioned upon the consummation of the Change in Control and will be effective only immediately before such consummation.

(b) All restrictions imposed on Restricted Stock, Restricted Stock Units or Deferred Stock Units that are not performance-based will lapse. Such Restricted Stock Units or Deferred Stock Units will be settled and paid in cash or shares of Common Stock as provided in the Award Agreement. If Restricted Stock Units or Deferred Stock Units are exempt from the requirements of Section 409A of the Code, then the Restricted Stock Units or Deferred Stock Units will be paid

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within thirty (30) days following the Change in Control. If Restricted Stock Units or Deferred Stock Units are subject to the requirements of Section 409A of the Code, then the time of payment will depend on whether the Change in Control is a distribution event under Treasury Regulation § 1.409A-3(a)(5) (a “409A Change in Control”). If the Change in Control is a 409A Change in Control, then the Restricted Stock Units or Deferred Stock Units subject to the requirements of Section 409A of the Code will be paid within the thirty (30) day period following the Change in Control. If the Change in Control is not a 409A Change in Control, Restricted Stock Units or Deferred Stock Units subject to the requirements of Section 409A of the Code will be paid as of the earlier of the time specified in the Award Agreement or within the thirty (30) day period following the date the Participant has a Separation from Service following such Change in Control; provided, however, that if at the time of the Participant’s Separation from Service, such Participant is a “specified employee” (within the meaning of Code Section 409A), then payment will be suspended, except as permitted under Code Section 409A, until the first business day after the earlier of (i) the date that is six (6) months after the date of the Participant’s Separation from Service or (ii) the Participant’s death.

(c) All vested and earned Awards that are performance-based for which the Performance Period has been completed as of the date of the Change in Control but have not yet been paid will be paid in cash or Shares and at such time as provided in the Award Agreement; provided, however that if any such payment is to be made in Shares, the Committee may in its discretion, provide such holders the consideration provided to other similarly situated shareholders in such Change in Control. All performance-based Awards for which the Performance Period has not been completed as of the date of the Change in Control will immediately vest and be earned in full, and paid out with respect to each Performance Goal based on the greater of: (i) target performance; or (ii) actual performance achieved through the date of such Change in Control, in each case with the manner of payment to be made in cash or Shares as provided in the Award Agreement as soon as reasonably practicable after the Change in Control, but no later than within thirty (30) days following the date of the Change in Control; provided, however that if any such payment is to be made in Shares, the Committee may in its discretion, provide such holders the consideration provided to other similarly situated shareholders in such Change in Control.

15.4 Limitation on Change in Control Payments. Notwithstanding anything in this Section 15 to the contrary, if, with respect to a Participant, the acceleration of the vesting of an Award or the payment of cash in exchange for all or part of a Stock-Based Award (which acceleration or payment could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other “payments” that such Participant has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the “payments” to such Participant pursuant to Section 15.2 of this Plan will be reduced (or acceleration of vesting eliminated) to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that such reduction will be made only if the aggregate Net After Tax Receipts (as defined below) to the Participant after such reduction exceeds the aggregate Net After Tax Receipts to the Participant of such payments absent such reduction; and provided, further that such payments will be reduced (or acceleration of vesting eliminated) by first reducing or eliminating payments or benefits the full value of which are required to be recognized as contingent upon a Change in Control (determined in accordance with Treasury Regulation § 1.280G-1, Q/A-24), followed by reducing or eliminating payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from such date. For purposes of this Section, (i) ”Net After Tax Receipts” means the Present Value of a payment under this Plan net of all taxes imposed on Participant with respect thereto under Sections 1, 3101 and 4999 of the Code, determined by

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applying the highest marginal rate under Code Section 1 that applies to the Participant’s taxable income for the applicable taxable year; and (ii) ”Present Value” means the value determined in accordance with Section 280G(d)(4) of the Code. If the Committee determines that payments to the Participant must be reduced under this Section 15.4 (the “Reduced Amount”), the Company must promptly notify the Participant of that determination, with a copy of the detailed calculations by the Committee. All determinations of the Committee under this Section 15.4 are final, conclusive and binding upon the Company and the Participant. As result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Committee under this Section 15.4, however, it is possible that amounts will have been paid under the Plan to or for the benefit of a Participant that should not have been so paid (“Overpayment”) or that additional amounts that have not been paid under the Plan to or for the benefit of a Participant could have been so paid (“Underpayment”), in each case consistent with the calculation of the Reduced Amount. If the Committee, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, that the Committee believes has a high probability of success, or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated for all purposes as a loan, to the extent permitted by applicable law, which the Participant must repay to the Company together with interest at the applicable federal rate under Code Section 7872(f)(2); provided, however, that no such loan may be deemed to have been made and no amount shall be payable by the Participant to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which the Participant is subject to tax under Code Sections 1, 3101 or 4999 or generate a refund of such taxes. If the Committee, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Committee must promptly notify the Company of the amount of the Underpayment, which then shall be paid promptly to the Participant but no later than the end of the Participant’s taxable year next following the Participant’s taxable year in which the determination is made that the Underpayment has occurred. Notwithstanding the foregoing provisions of this Section 15.4, if a Participant is subject to a separate agreement with the Company or a Subsidiary that expressly addresses the potential application of Section 280G or 4999 of the Code, then this Section 15.4 will not apply and any “payments” to a Participant pursuant to Section 15 of this Plan will be treated as “payments” arising under such separate agreement; provided, however, such separate agreement may not modify the time or form of payment under any Award that constitutes deferred compensation subject to Section 409A of the Code if the modification would cause such Award to become subject to the adverse tax consequences specified in Section 409A of the Code.

15.5 Exceptions. Notwithstanding anything in this Section 15 to the contrary, individual Award Agreements or Individual Agreements between a Participant and the Company or one of its Subsidiaries or Affiliates may contain provisions with respect to vesting, payment or treatment of Awards upon the occurrence of a Change in Control, and the terms of any such Award Agreement or Individual Agreement will govern to the extent of any inconsistency with the terms of this Section 15. The Committee will not be obligated to treat all Awards subject to this Section 15 in the same manner. The timing of any payment under this Section 15 may be governed by any election to defer receipt of a payment made under a Company deferred compensation plan or arrangement.

16. Rights of Eligible Recipients and Participants; Transferability.

16.1 Employment. Nothing in this Plan or an Award Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment or service of any Eligible Recipient or Participant at any time, nor confer upon any Eligible Recipient or Participant any right to continue employment or other service with the Company or any Subsidiary.

16.2 Effect on Existing Rights. Nothing in this Plan is intended to abrogate the rights of any Participant under any contract or agreement existing between the Participant and the Company or any Subsidiary, or any subsequent amendments or modifications of such contract or agreement, and all Awards

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granted under this Plan and actions taken with respect to this Plan shall be subject to the terms of any contract or agreement between the Participant and the Company or any Subsidiary.

16.3 No Rights to Awards. No Participant or Eligible Recipient will have any claim to be granted any Award under this Plan.

16.4 Rights as a Stockholder. Except as otherwise provided in the Award Agreement, a Participant will have no rights as a stockholder with respect to shares of Common Stock covered by any Stock-Based Award unless and until the Participant becomes the holder of record of such shares of Common Stock and then subject to any restrictions or limitations as provided herein or in the Award Agreement.

16.5 Restrictions on Transfer.

(a) Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by subsections (b) and (c) below, no right or interest of any Participant in an Award prior to the exercise (in the case of Options or Stock Appreciation Rights) or vesting, issuance or settlement of such Award will be assignable or transferable, or subjected to any lien, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise.

(b) A Participant will be entitled to designate a beneficiary to receive an Award upon such Participant’s death, and in the event of such Participant’s death, payment of any amounts due under this Plan will be made to, and exercise of any Options or Stock Appreciation Rights (to the extent permitted pursuant to Section 13 of this Plan) may be made by, such beneficiary. If a deceased Participant has failed to designate a beneficiary, or if a beneficiary designated by the Participant fails to survive the Participant, payment of any amounts due under this Plan will be made to, and exercise of any Options or Stock Appreciation Rights (to the extent permitted pursuant to Section 13 of this Plan) may be made by, the Participant’s legal representatives, heirs and legatees. If a deceased Participant has designated a beneficiary and such beneficiary survives the Participant but dies before complete payment of all amounts due under this Plan or exercise of all exercisable Options or Stock Appreciation Rights, then such payments will be made to, and the exercise of such Options or Stock Appreciation Rights may be made by, the legal representatives, heirs and legatees of the beneficiary.

(c) Upon a Participant’s request, the Committee may, in its sole discretion, permit a transfer of all or a portion of a Non-Statutory Stock Option, other than for value, to such Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, any person sharing such Participant’s household (other than a tenant or employee), a trust in which any of the foregoing have more than fifty percent (50%) of the beneficial interests, a foundation in which any of the foregoing (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent (50%) of the voting interests. Any permitted transferee will remain subject to all the terms and conditions applicable to the Participant prior to the transfer. A permitted transfer may be conditioned upon such requirements as the Committee may, in its sole discretion, determine, including execution or delivery of appropriate acknowledgements, opinion of counsel, or other documents by the transferee.

(d) The Committee may impose such restrictions on any shares of Common Stock acquired by a Participant under this Plan as it may deem advisable, including minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements

28


 

of any stock exchange or market upon which the Common Stock is then listed or traded, or under any blue sky or state securities laws applicable to such shares or the Company’s insider trading policy.

16.6 Non-Exclusivity of this Plan. Nothing contained in this Plan is intended to modify or rescind any previously approved compensation plans or programs of the Company or create any limitations on the power or authority of the Board to adopt such additional or other compensation arrangements as the Board may deem necessary or desirable.

17. Securities Law and Other Restrictions.

Notwithstanding any other provision of this Plan or any Award Agreements entered into pursuant to this Plan, the Company will not be required to issue any shares of Common Stock under this Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to Awards granted under this Plan, unless (a) there is in effect with respect to such shares a registration statement under the Securities Act and any applicable securities laws of a state or foreign jurisdiction or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other U.S. or foreign regulatory body which the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates or book-entry notations representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.

18. Deferred Compensation; Compliance with Section 409A.

It is intended that all Awards issued under this Plan be in a form and administered in a manner that will comply with the requirements of Section 409A of the Code, or the requirements of an exception to Section 409A of the Code, and the Award Agreements and this Plan will be construed and administered in a manner that is consistent with and gives effect to such intent. The Committee is authorized to adopt rules or regulations deemed necessary or appropriate to qualify for an exception from or to comply with the requirements of Section 409A of the Code. With respect to an Award that constitutes a deferral of compensation subject to Code Section 409A: (a) if any amount is payable under such Award upon a termination of service, a termination of service will be treated as having occurred only at such time the Participant has experienced a Separation from Service; (b) if any amount is payable under such Award upon a Disability, a Disability will be treated as having occurred only at such time the Participant has experienced a “disability” as such term is defined for purposes of Code Section 409A; (c) if any amount is payable under such Award on account of the occurrence of a Change in Control, a Change in Control will be treated as having occurred only at such time a “change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation” as such terms are defined for purposes of Code Section 409A, (d) if any amount becomes payable under such Award on account of a Participant’s Separation from Service at such time as the Participant is a “specified employee” within the meaning of Code Section 409A, then no payment will be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six months after the date of the Participant’s Separation from Service or (ii) the Participant’s death, and (e) no amendment to or payment under such Award will be made except and only to the extent permitted under Code Section 409A.

19. Amendment, Modification and Termination.

19.1 Generally. Subject to other subsections of this Section 19 and Section 3.4 of this Plan, the Board at any time may suspend or terminate this Plan (or any portion thereof) or terminate any outstanding

29


 

Award Agreement and the Committee, at any time and from time to time, may amend this Plan or amend or modify the terms of an outstanding Award. The Committee’s power and authority to amend or modify the terms of an outstanding Award includes the authority to modify the number of shares of Common Stock or other terms and conditions of an Award, extend the term of an Award, accept the surrender of any outstanding Award or, to the extent not previously exercised or vested, authorize the grant of new Awards in substitution for surrendered Awards; provided, however that the amended or modified terms are permitted by this Plan as then in effect, including without limitation Section 3.4 of this Plan and that any Participant adversely affected by such amended or modified terms has consented to such amendment or modification.

19.2 Stockholder Approval. No amendments to this Plan will be effective without approval of the Company’s stockholders if: (a) stockholder approval of the amendment is then required pursuant to Section 422 of the Code, the rules of the primary stock exchange or stock market on which the Common Stock is then traded, applicable state corporate laws or regulations, applicable federal laws or regulations, and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under this Plan; or (b) such amendment would: (i) modify Section 3.4 of this Plan; (ii) materially increase benefits accruing to Participants; (iii) increase the aggregate number of shares of Common Stock issued or issuable under this Plan; (iv) increase any limitation set forth in this Plan on the number of shares of Common Stock which may be issued or the aggregate value of Awards which may be made, in respect of any type of Award to any single Participant during any specified period; (v) modify the eligibility requirements for Participants in this Plan; or (vi) reduce the minimum exercise price or grant price as set forth in Sections 6.3 and 7.3 of this Plan.

19.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary, no termination, suspension or amendment of this Plan may adversely affect any outstanding Award without the consent of the affected Participant; provided, however, that this sentence will not impair the right of the Committee to take whatever action it deems appropriate under Sections 3.4, 4.4, 13, 15, 18 or 19.4 of this Plan.

19.4 Amendments to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Committee may amend this Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming this Plan or an Award Agreement to any present or future law relating to plans of this or similar nature, and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 19.4 to any Award granted under this Plan without further consideration or action.

20. Substituted Awards.

The Committee may grant Awards under this Plan in substitution for stock and stock-based awards held by employees of another entity who become employees of the Company or a Subsidiary as a result of a merger or consolidation of the former employing entity with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the former employing corporation. The Committee may direct that the substitute Awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.

21. Effective Date and Duration of this Plan.

This Plan is effective as of the Effective Date. This Plan will terminate at midnight on the day before the ten (10) year anniversary of the Effective Date, and may be terminated prior to such time by Board action. No Award will be granted after termination of this Plan, but Awards outstanding upon

30


 

termination of this Plan will remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

22. Miscellaneous.

22.1 Usage. In this Plan, except where otherwise indicated by clear contrary intention, (a) any masculine term used herein also will include the feminine, (b) the plural will include the singular, and the singular will include the plural, (c) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term, and (d) “or” is used in the inclusive sense of “and/or”.

22.2 Unfunded Plan. Participants will have no right, title or interest whatsoever in or to any investments that the Company or its Subsidiaries may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Company or any Subsidiary under this Plan, such right will be no greater than the right of an unsecured general creditor of the Company or the Subsidiary, as the case may be. All payments to be made hereunder will be paid from the general funds of the Company or the Subsidiary, as the case may be, and no special or separate fund will be established and no segregation of assets will be made to assure payment of such amounts except as expressly set forth in this Plan.

22.3 Relationship to Other Benefits. Neither Awards made under this Plan nor shares of Common Stock or cash paid pursuant to such Awards under this Plan will be included as “compensation” for purposes of computing the benefits payable to any Participant under any pension, retirement (qualified or non-qualified), savings, profit sharing, group insurance, welfare, or benefit plan of the Company or any Subsidiary unless provided otherwise in such plan.

22.4 Fractional Shares. No fractional shares of Common Stock will be issued or delivered under this Plan or any Award. The Committee will determine whether cash, other Awards or other property will be issued or paid in lieu of fractional shares of Common Stock or whether such fractional shares of Common Stock or any rights thereto will be forfeited or otherwise eliminated by rounding up or down.

22.5 Governing Law; Mandatory Arbitration. All questions pertaining to the validity, construction and administration of the Plan shall be determined in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that any person is compelled to bring a claim related to this Plan, to interpret or enforce the provisions of the Plan, to recover damages as a result of a breach of the terms of this Plan, or from any other cause (a “Claim”), such Claim must be processed as follows:

(i) THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by the terms of this Plan.

(ii) The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Plan will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The parties to the arbitration shall

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each pay an equal amount of the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.

22.6 Successors. All obligations of the Company under this Plan with respect to Awards granted hereunder will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business or assets of the Company.

22.7 Construction. Wherever possible, each provision of this Plan and any Award Agreement will be interpreted so that it is valid under the Applicable Law. If any provision of this Plan or any Award Agreement is to any extent invalid under the Applicable Law, that provision will still be effective to the extent it remains valid. The remainder of this Plan and the Award Agreement also will continue to be valid, and the entire Plan and Award Agreement will continue to be valid in other jurisdictions.

22.8 Delivery and Execution of Electronic Documents. To the extent permitted by Applicable Law, the Company may: (a) deliver by email or other electronic means (including posting on a Web site maintained by the Company or by a third party under contract with the Company) all documents relating to this Plan or any Award hereunder (including prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including annual reports and proxy statements), and (b) permit Participants to use electronic, internet or other non-paper means to execute applicable Plan documents (including Award Agreements) and take other actions under this Plan in a manner prescribed by the Committee.

22.9 No Representations or Warranties Regarding Tax Effect; No Obligation to Minimize or Notify Regarding Taxes. Notwithstanding any provision of this Plan to the contrary, the Company and its Subsidiaries, the Board, and the Committee neither represent nor warrant the tax treatment under any federal, state, local, or foreign laws and regulations thereunder (individually and collectively referred to as the “Tax Laws”) of any Award granted or any amounts paid to any Participant under this Plan including, but not limited to, when and to what extent such Awards or amounts may be subject to tax, penalties, and interest under the Tax Laws and have no duty or obligation to minimize the tax consequences of an Award to the holder of such Award. The Company will have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising an Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised.

22.10 Indemnification. Subject to any limitations and requirements of Delaware law, each individual who is or will have been a member of the Board, or a Committee appointed by the Board, or an officer or Employee of the Company to whom authority was delegated in accordance with Section 3.3 of this Plan, will be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his/her own behalf. The foregoing right of indemnification will not

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be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or pursuant to any agreement with the Company, or any power that the Company may have to indemnify them or hold them harmless.

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Exhibit 10.2

RADIANT LOGISTICS, INC.

2021 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

Radiant Logistics, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Agreement”) attached to this Restricted Stock Unit Award (this “RSU Award”), hereby grants to the individual named in Section 2 below (the “Grantee”), effective as of the grant date set forth in Section 1 below, the right to receive the number of shares of the Company’s Common Stock as set forth in Section 3 below, subject to vesting as set forth in Section 4 below and the terms and conditions of this RSU Award and the Agreement attached to this RSU Award.

The terms of this RSU Award are subject to all of the provisions of the Plan and the attached Agreement, with such provisions being incorporated herein by reference. All of the capitalized terms used in this RSU Award and the Agreement not otherwise defined herein or therein shall have the same meaning as defined in the Plan. A copy of the Plan and the prospectus for the Plan have been delivered to Grantee together with this RSU Award and the Agreement.

1. Grant Date:

__________________________________________

2. Name of Grantee:

__________________________________________

3. Number of Restricted Stock Units (“RSUs”):

__________________________________________

(each RSU representing the right to receive one share of Common Stock, subject to adjustment as provided in the Plan)

4. Vesting of RSUs (subject to adjustment as provided in the Plan):

Vesting Date

No. of RSUs to be Vested*

 

 

*Vesting to occur pursuant to Section 1 of the attached Agreement and conditioned upon continued employment or service as described in Sections 1 and 5 therein.

The Grantee acknowledges receipt of, and understands and agrees to be bound by all of the terms of, this RSU Award, inclusive of the attached Agreement, and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Grantee and the Company regarding the subject matter contained herein.

Radiant Logistics, Inc.

Grantee:

By: ______________________________

___________________________________

Title: ______________________________

Date: ______________________________

Date: ______________________________

 

 

1


 

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the grant date set forth in Section 1 of the Restricted Stock Unit Award (the “RSU Award”) to which this Agreement relates and is attached (the “Grant Date”) between Radiant Logistics, Inc., a Delaware corporation (the “Company”), and the individual identified in Section 2 of the RSU Award to which this Agreement relates and is attached (the “Grantee”).

W I T N E S S E T H:

WHEREAS, the Company adopted the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”), which provides for the grant of certain awards, including without limitation, Restricted Stock Units (“RSUs”) to Employees and/or Consultants of the Company, with the corresponding right to receive shares of Common Stock of the Company (the “Common Stock”) in settlement of those RSUs.

WHEREAS, the Audit and Executive Oversight Committee of the Board of Directors of the Company (the “Committee”) has authorized the grant of RSUs to the Grantee on the date of this Agreement as evidenced by the RSU Award to which this Agreement is attached, thereby allowing the Grantee to acquire a proprietary interest in the Company in order that the Grantee will have a further incentive for remaining with and increasing his or her efforts on behalf of the Company.

WHEREAS, this Agreement is prepared in conjunction with and under the terms of the Plan, which are incorporated herein and made a part hereof by reference.

WHEREAS, the Grantee has accepted the grant of RSUs evidenced by the RSU Award and this Agreement and has agreed to the terms and conditions stated herein and therein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant and Vesting of RSU Award. The Company hereby grants to the Grantee, as a separate incentive in connection with his or her employment or other service with the Company and not in lieu of any salary or other compensation or fees for his or her services, effective as of the Grant Date an award of that number of RSUs as set forth in Section 3 of the RSU Award, subject to all of the terms and conditions set forth in the RSU Award, this Agreement and the Plan. The RSU Award grants to the Grantee the right to receive that number of shares of Common Stock as set forth in Section 3 of the RSU Award at the rate of one share of Common Stock for each RSU upon vesting of the RSU as provided in the vesting schedule set forth in Section 4 of the RSU Award, provided that the Grantee remains an Employee or Consultant of the Company or one of its Subsidiaries or Affiliates from the Grant Date and through each such vesting date or dates as indicated in Section 4 of the RSU Award and as provided in Section 5 hereof. In addition, the RSU Award may vest and shares of Common Stock subject to the RSU Award may become vested and issuable pursuant to and as provided in Sections 3, 4(c) and 10 of this Agreement.

2. Issuance of Shares of Common Stock. As soon as practicable after the Grant Date or such earlier date that the RSU Award becomes immediately vested with respect to some or all of the underlying shares of Common Stock, but not more than thirty (30) days thereafter, that number of shares of Common Stock subject to the RSU Award become vested and issuable pursuant to Section 1, 3, 4(c) or 10 of this Agreement shall be issued by the Company to the Grantee in settlement of the RSU Award and the Company shall direct its transfer agent to issue such number of shares of Common Stock in the name of Grantee or a nominee in book entry.

2


 

3. Committee Discretion to Accelerate Vesting. The Committee may decide, in its absolute discretion, to accelerate the vesting on the balance, or some lesser portion of the balance, of the RSU Award at any time. If so accelerated, the RSU Award will be considered to have vested as of the date specified by the Committee.

4. Termination or Forfeiture of Unvested RSU Award Upon Termination of Employment or Other Service.

(a) As of the date of termination of the Grantee’s employment or other service with the Company or one of its Subsidiaries or Affiliates for any reason other than death or Disability of the Grantee, the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3 or 10 of this Agreement as of the date the Grantee’s employment or other service with the Company or one of its Subsidiaries or Affiliates terminates.

(b) If the Grantee dies or his or her employment or other service with the Company or one of its Subsidiaries or Affiliates is terminated by reason of his or her Disability while he or she is employed or providing other service to the Company or one of its Subsidiaries or Affiliates within one (1) year of the Grant Date, the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement as of the date the Grantee’s employment or other service with the Company or one of its Subsidiaries or Affiliates terminates.

(c) If the Grantee dies or his or her employment or other service with the Company or one of its Subsidiaries or Affiliates is terminated by reason of his or her Disability while he or she is employed by or providing other service to the Company or one of its Subsidiaries or Affiliates, in each case one (1) year or more after the Grant Date, the RSU Award will become immediately vested with respect to that number of underlying shares of Common Stock subject to the RSU Award that would have vested and become issuable pursuant to Section 4 of the RSU Award and Section 1 of this Agreement on the next annual anniversary of the Grant Date, irrespective of the Grantee’s death or Disability (such date, the “Section 4(c) Deemed Vesting Date”), and such shares of Common Stock underlying such RSUs shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement; provided, however, that if Section 4 of the RSU Award provides for cliff vesting on a date certain that occurs after the Section 4(c) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 4(c), the vesting period of the RSU Award shall be re-determined as if such RSU Award vested in equal annual installments over its originally scheduled vesting time period instead of in one installment on the cliff vesting date as indicated in Section 4 of the RSU Award and the RSUs evidenced by the RSU Award will become immediately vested with respect to that number of underlying shares of Common Stock subject to the RSU Award with respect to the RSUs that would have vested and become issuable on this re-determined basis during the period of time between the Grant Date and the Section 4(c) Deemed Vesting Date, and such shares of Common Stock underlying such RSUs shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement. As soon as practicable, but not more than 30 days, after such vesting date, the Company shall direct its transfer agent to issue such number of shares of Common Stock that have vested pursuant to this Section 4(c) of this Agreement in the name of Grantee or a nominee in book entry. By way of example and for clarification and the avoidance of doubt, if the RSU Award was scheduled to cliff vest on the three-year anniversary of the Grant Date and the Grantee dies or his or her employment or other service with the Company or one of its Subsidiaries or Affiliates is terminated by reason of his or her Disability while he or

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she is employed by or providing other service to the Company or one of its Subsidiaries or Affiliates on the eighteen (18) month anniversary of the Grant Date, the RSUs evidenced by the RSU Award will become immediately vested with respect to two-thirds of the underlying shares of Common Stock subject to the RSU Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 4(c) Deemed Vesting Date assuming the RSU Award vested in three equal annual installments), and such shares of Common Stock shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive the remaining one-third of the underlying shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement.

(d) The change in a Grantee’s status from that of an Employee to that of a Consultant will, for purposes of this Agreement, be deemed to result in a termination of such Grantee’s employment with the Company or one of its Subsidiaries or Affiliates, unless the Committee otherwise determines in its sole discretion. The change in a Grantee’s status from that of a Consultant to that of an Employee will not, for purposes of this Agreement, be deemed to result in a termination of such Grantee’s service as a Consultant, and such Grantee will thereafter be deemed to be an Employee for purposes of this Agreement. Unless the Committee otherwise determines in its sole discretion, a Grantee’s employment or other service will, for purposes of this Agreement, be deemed to have terminated on the date recorded on the personnel or other records of the Company or one of its Subsidiaries or Affiliates for which the Grantee provides employment or other service, as determined by the Committee in its sole discretion based upon such records. Notwithstanding the foregoing, if payment of the RSU Award is subject to Section 409A of the Code and payment is triggered by a termination of the Grantee’s employment or other service, such termination must also constitute a “separation from service” within the meaning of Section 409A of the Code, and any change in employment status that constitutes a “separation from service” under Section 409A of the Code will be treated as a termination of employment or termination of other service, as the case may be.

5. Continuous Employment or Other Service Required. Except as provided in Section 3, 4(c) or Section 10 of this Agreement or in an Individual Agreement, the RSU Award shall not vest as described in Section 1 of this Agreement unless the Grantee shall have been continuously employed by the Company or one of its Subsidiaries or Affiliates or providing other service to the Company or one of its Subsidiaries or Affiliates from the Grant Date until the applicable vesting date.

6. Payment of Withholding Taxes. Notwithstanding anything in this Agreement to the contrary, no certificate or book-entry notation representing shares of Common Stock may be delivered to the Grantee upon vesting of the RSU Award unless and until the Grantee shall have delivered to the Company any and all federal, foreign, state and local withholding and employment related tax requirements attributable to the vesting of the RSUs and the issuance and delivery of shares of Common Stock in connection therewith. The Grantee may elect to satisfy any such withholding requirement by payment in cash to the Company on or prior to the vesting date, or in the Committee’s sole discretion and pursuant to such procedures as may be established by the Committee in its sole discretion, (a) by having the Company withhold shares of Common Stock otherwise deliverable to the Grantee upon vesting of the RSUs or by delivering to the Company previously acquired shares of Common Stock; provided, however, that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; (b) by effecting “sell-to-cover” transactions through a broker in which the Grantee sells that number of shares of Common Stock in the open market (whether under a trading plan or instruction pursuant to Rule 10b5-1 of the Exchange Act or otherwise) to fund the required tax withholding obligations and all applicable fees and commissions due to, or required to be collected by the broker and making arrangements to remit the cash proceeds of such sales to the Company; or (c) by a combination of such methods.

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7. After the Death of the Grantee. Any delivery of Common Stock to be made to the Grantee under this Agreement shall, if the Grantee is then deceased, be made to the Grantee’s designated beneficiary. If a deceased Grantee has failed to designate a beneficiary, or if a beneficiary designated by the Grantee fails to survive the Grantee, any delivery of Common Stock to be made to the Grantee under this Agreement shall be made to the Grantee’s legal representatives, heirs or legatees. If a deceased Grantee has designated a beneficiary and such beneficiary survives the Grantee but dies before the complete delivery of all Common Stock to be made to the Grantee under this Agreement, then such delivery will be made to the legal representatives, heirs or legatees of the beneficiary. Any transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

8. Reservation of Shares of Common Stock. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of the Common Stock as will be sufficient to satisfy the requirements of this Agreement. The shares of Common Stock deliverable to the Grantee may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company.

9. No Rights of Stockholder. Neither the Grantee nor any person claiming under or through the Grantee shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of any shares of Common Stock deliverable hereunder unless and until such shares of Common Stock have been issued pursuant to Section 2 of this Agreement. Notwithstanding the generality of the foregoing, Grantee shall not be entitled to vote any of the shares of Common Stock subject to the RSU Award, or otherwise exercise any incidents of ownership with respect to such shares of Common Stock until such shares have been issued pursuant to Section 2 of this Agreement, but shall be entitled to dividend equivalents with respect to dividends declared on Common Stock and such dividend equivalents shall vest and be delivered in the same manner as the shares of Common Stock subject to the RSU Award.

10. Change in Control of the Company. If there is a Change in Control, the RSU Award will be subject to the provisions of Article 15 of the Plan; provided, however, that if the RSU Award is continued, assumed or substituted pursuant to Article 15 of the Plan and within one (1) year following such event, the Grantee’s employment or other service is terminated by the Company or one of its Subsidiaries or Affiliates without Cause, the RSU Award shall vest automatically and the shares of Common Stock underlying such RSUs shall be issued immediately thereafter to the Grantee; provided, however, that if the RSU Award is subject to Section 409A of the Code, the Grantee’s termination must also constitute a “separation from service” within the meaning of Section 409A of the Code, and any change in employment status that constitutes a “separation from service” under Section 409A of the Code will be treated as a termination of employment or termination of other service, as the case may be. As soon as practicable, but not more than thirty (30) days, after such date, the Company shall direct its transfer agent to issue such number of shares of Common Stock in the name of Grantee or a nominee in book entry.

11. Registration. The issuance of the shares of Common Stock is registered under Securities Act of 1933, as amended, by the Company pursuant to a registration statement on Form S-8.

12. Approval of Counsel. The issuance and delivery of shares of Common Stock pursuant to this Agreement shall be subject to approval by the Company’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

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13. Resale of Common Stock, Etc. If required by counsel for the Company, the stock certificate(s) or book-entry notation(s) for the Common Stock issued hereunder shall bear the following (or similar) legend:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.

14. Limitation of Action. The Grantee and the Company each acknowledge that every right of action accruing to the Grantee or it, as the case may be, and arising out of or in connection with this Agreement against the Company, on the one hand, or against the Grantee, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three (3) years from the date of the act or omission in respect of which such right of action arises.

15. Notices. Each notice relating to the RSU Award and this Agreement shall be in writing and delivered in person, by recognized overnight carrier or by certified mail to the proper address. All notices to the Company or the Committee shall be addressed to them at Triton Towers Two, 700 S. Renton Village Place, Seventh Floor, Renton, WA 98057 Attn: General Counsel. All notices to the Grantee shall be addressed to the Grantee or such other person or persons at the Grantee’s address set forth in the Company’s records. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

16. Successors. This Agreement shall inure to the benefit of the Company, the Grantee and their respective heirs, executors, administrators, personal representatives, successors and assigns.

17. Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the Applicable Law. If any provision of this Agreement is to any extent invalid under the Applicable Law, that provision will still be effective to the extent it remains valid. The remainder of this Agreement will continue to be valid, and the Agreement will continue to be valid in other jurisdictions.

18. Governing Law. All questions pertaining to the validity, construction and administration of this Agreement shall be determined in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that any person is compelled to bring a claim related to this Agreement, to interpret or enforce the provisions of this Agreement, to recover damages as a result of a breach of the terms of this Agreement, or from any other cause (a “Claim”), such Claim must be processed as follows:

(a) THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by the terms of this Agreement.

(b) The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Agreement will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The parties to the arbitration shall each pay an equal amount of the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own

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deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.

19. Employment. Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment or service of the Grantee at any time, nor confer upon the Grantee any right to continue employment or other service with the Company or any Subsidiary.

20. Clawback. Any shares of Common Stock issued upon settlement of the RSU Award may be subject to recoupment by the Company to the extent required under applicable laws, rules or regulations in effect from time to time, and the Company’s clawback policy, as in effect from time to time.

21. Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

22. Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

BY WAY OF THEIR EXECUTION OF THE RSU AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Company and the Grantee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.

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Exhibit 10.3

RADIANT LOGISTICS, INC.

2021 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

Radiant Logistics, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Agreement”) attached to this Restricted Stock Unit Award (this “RSU Award”), hereby grants to the individual named in Section 2 below (the “Grantee”), effective as of the grant date set forth in Section 1 below, the right to receive the number of shares of the Company’s Common Stock as set forth in Section 3 below, subject to vesting as set forth in Section 4 below and the terms and conditions of this RSU Award and the Agreement attached to this RSU Award.

The terms of this RSU Award are subject to all of the provisions of the Plan and the attached Agreement, with such provisions being incorporated herein by reference. All of the capitalized terms used in this RSU Award and the Agreement not otherwise defined herein or therein shall have the same meaning as defined in the Plan. A copy of the Plan and the prospectus for the Plan have been delivered to Grantee together with this RSU Award and the Agreement. In addition, reference is made to that “Employee Information Supplement” attached hereto as Exhibit A, the purpose of which is to provide a general summary of the tax consequences and other issues associated with the grant of the RSU Award to Grantees domiciled within Canada.

1. Grant Date:

__________________________________________

2. Name of Grantee:

__________________________________________

3. Number of Restricted Stock Units (“RSUs”):

__________________________________________

(each RSU representing the right to receive one share of Common Stock, subject to adjustment as provided in the Plan)

4. Vesting of RSUs (subject to adjustment as provided in the Plan):

Vesting Date

No. of RSUs to be Vested*

 

 

 

*Vesting to occur pursuant to Section 1 of the attached Agreement and conditioned upon continued employment or service as described in Sections 1 and 5 therein.

The Grantee acknowledges receipt of, and understands and agrees to be bound by all of the terms of, this RSU Award, inclusive of the attached Agreement, and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Grantee and the Company regarding the subject matter contained herein.

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Radiant Logistics, Inc.

Grantee:

By: ______________________________

___________________________________

Title: ______________________________

Date: ______________________________

Date: ______________________________

 

 

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RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the grant date set forth in Section 1 of the Restricted Stock Unit Award (the “RSU Award”) to which this Agreement relates and is attached (the “Grant Date”) between Radiant Logistics, Inc., a Delaware corporation (the “Company”), and the individual identified in Section 2 of the RSU Award to which this Agreement relates and is attached (the “Grantee”).

W I T N E S S E T H:

WHEREAS, the Company adopted the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”), which provides for the grant of certain awards, including without limitation, Restricted Stock Units (“RSUs”) to Employees and/or Consultants of the Company, with the corresponding right to receive shares of Common Stock of the Company (the “Common Stock”) in settlement of those RSUs.

WHEREAS, the Audit and Executive Oversight Committee of the Board of Directors of the Company (the “Committee”) has authorized the grant of RSUs to the Grantee on the date of this Agreement as evidenced by the RSU Award to which this Agreement is attached, thereby allowing the Grantee to acquire a proprietary interest in the Company in order that the Grantee will have a further incentive for remaining with and increasing his or her efforts on behalf of the Company.

WHEREAS, this Agreement is prepared in conjunction with and under the terms of the Plan, which are incorporated herein and made a part hereof by reference.

WHEREAS, the Grantee has accepted the grant of RSUs evidenced by the RSU Award and this Agreement and has agreed to the terms and conditions stated herein and therein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant and Vesting of RSU Award. The Company hereby grants to the Grantee, as a separate incentive in connection with his or her employment or other service with the Company and not in lieu of any salary or other compensation or fees for his or her services, effective as of the Grant Date an award of that number of RSUs as set forth in Section 3 of the RSU Award, subject to all of the terms and conditions set forth in the RSU Award, this Agreement and the Plan. The RSU Award grants to the Grantee the right to receive that number of shares of Common Stock as set forth in Section 3 of the RSU Award at the rate of one share of Common Stock for each RSU upon vesting of the RSU as provided in the vesting schedule set forth in Section 4 of the RSU Award, provided that the Grantee remains an Employee or Consultant of the Company or one of its Subsidiaries or Affiliates from the Grant Date through each such vesting date or dates as indicated in Section 4 of the RSU Award and as provided in Section 5 hereof. In addition, the RSU Award may vest and shares of Common Stock subject to the RSU Award may become vested and issuable pursuant to and as provided in Sections 3, 4(c) and 10 of this Agreement.

2. Issuance of Shares of Common Stock. As soon as practicable after the Grant Date or such earlier date that the RSU Award becomes immediately vested with respect to some or all of the underlying shares of Common Stock, but not more than thirty (30) days thereafter, that number of shares of Common Stock subject to the RSU Award become vested and issuable pursuant to Section 1, 3, 4(c) or 10 of this Agreement shall be issued by the Company to the Grantee in settlement of the RSU Award and the Company shall direct its transfer agent to issue such number of shares of Common Stock in the name of Grantee or a nominee in book entry. Notwithstanding anything to the contrary in this Agreement or the Plan, the RSU

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Award shall be settled only in Shares (and may not be settled via a cash payment). The Company may, in its sole discretion, settle all or a portion of this RSU Award in the form of Shares but require an immediate sale of such Shares (in which case, this Agreement shall give the Company the authority to issue sales instructions on the Grantee’s behalf).

3. Committee Discretion to Accelerate Vesting. The Committee may decide, in its absolute discretion, to accelerate the vesting on the balance, or some lesser portion of the balance, of the RSU Award at any time. If so accelerated, the RSU Award will be considered to have vested as of the date specified by the Committee.

4. Termination or Forfeiture of Unvested RSU Award Upon Termination of Employment or Other Service.

(a) As of the date of termination of the Grantee’s employment or other service with the Company or one of its Subsidiaries or Affiliates for any reason other than death or Disability of the Grantee, the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3 or 10 of this Agreement as of the date the Grantee’s employment or other service with the Company or one of its Subsidiaries or Affiliates terminates.

(b) If the Grantee dies or his or her employment or other service with the Company or one of its Subsidiaries or Affiliates is terminated by reason of his or her Disability while he or she is employed or providing other service to the Company or one of its Subsidiaries or Affiliates within one (1) year of the Grant Date, the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement as of the date the Grantee’s employment or other service with the Company or one of its Subsidiaries or Affiliates terminates.

(c) If the Grantee dies or his or her employment or other service with the Company or one of its Subsidiaries or Affiliates is terminated by reason of his or her Disability while he or she is employed by or providing other service to the Company or one of its Subsidiaries or Affiliates, in each case one (1) year or more after the Grant Date, the RSU Award will become immediately vested with respect to that number of underlying shares of Common Stock subject to the RSU Award that would have vested and become issuable pursuant to Section 4 of the RSU Award and Section 1 of this Agreement on the next annual anniversary of the Grant Date, irrespective of the Grantee’s death or Disability (such date, the “Section 4(c) Deemed Vesting Date”), and such shares of Common Stock underlying such RSUs shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement; provided, however, that if Section 4 of the RSU Award provides for cliff vesting on a date certain that occurs after the Section 4(c) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 4(c), the vesting period of the RSU Award shall be re-determined as if such RSU Award vested in equal annual installments over its originally scheduled vesting time period instead of in one installment on the cliff vesting date as indicated in Section 4 of the RSU Award and the RSUs evidenced by the RSU Award will become immediately vested with respect to that number of underlying shares of Common Stock subject to the RSU Award with respect to the RSUs that would have vested and become issuable on this re-determined basis during the period of time between the Grant Date and the Section 4(c) Deemed Vesting Date, and such shares of Common Stock underlying such RSUs shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement. As soon as practicable, but not more than 30 days, after such vesting date, the Company shall direct its

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transfer agent to issue such number of shares of Common Stock that have vested pursuant to this Section 4(c) of this Agreement in the name of Grantee or a nominee in book entry. By way of example and for clarification and the avoidance of doubt, if the RSU Award was scheduled to cliff vest on the three-year anniversary of the Grant Date and the Grantee dies or his or her employment or other service with the Company or one of its Subsidiaries or Affiliates is terminated by reason of his or her Disability while he or she is employed by or providing other service to the Company or one of its Subsidiaries or Affiliates on the eighteen (18) month anniversary of the Grant Date, the RSUs evidenced by the RSU Award will become immediately vested with respect to two-thirds of the underlying shares of Common Stock subject to the RSU Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 4(c) Deemed Vesting Date assuming the RSU Award vested in three equal annual installments), and such shares of Common Stock shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive the remaining one-third of the underlying shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement.

(d) The change in a Grantee’s status from that of an Employee to that of a Consultant will, for purposes of this Agreement, be deemed to result in a termination of such Grantee’s employment with the Company or one of its Subsidiaries or Affiliates, unless the Committee otherwise determines in its sole discretion. The change in a Grantee’s status from that of a Consultant to that of an Employee will not, for purposes of this Agreement, be deemed to result in a termination of such Grantee’s service as a Consultant, and such Grantee will thereafter be deemed to be an Employee for purposes of this Agreement. Unless the Committee otherwise determines in its sole discretion, a Grantee’s employment or other service will, for purposes of this Agreement, be deemed to have terminated on the date recorded on the personnel or other records of the Company or one of its Subsidiaries or Affiliates for which the Grantee provides employment or other service, as determined by the Committee in its sole discretion based upon such records. Notwithstanding the foregoing, if payment of the RSU Award is subject to Section 409A of the Code and payment is triggered by a termination of the Grantee’s employment or other service, such termination must also constitute a “separation from service” within the meaning of Section 409A of the Code, and any change in employment status that constitutes a “separation from service” under Section 409A of the Code will be treated as a termination of employment or termination of other service, as the case may be.

(e) Notwithstanding any language to the contrary set forth in this Agreement, for purposes of vesting under the RSU Award, the Grantee’s employment will be considered terminated the date that the Grantee is no longer actively providing services (unless the Grantee is on a leave of absence approved by the Company), regardless of any notice period or period of pay in lieu of such notice required under applicable statutory law, regulatory law and/or common law; the Company shall have the exclusive discretion to determine when Grantee is no longer actively providing services for purposes of this RSU Award.

5. Continuous Employment or Other Service Required. Except as provided in Section 3, 4(c) or Section 10 of this Agreement or in an Individual Agreement, the RSU Award shall not vest as described in Section 1 of this Agreement unless the Grantee shall have been continuously employed by the Company or one of its Subsidiaries or Affiliates or providing other service to the Company or one of its Subsidiaries or Affiliates from the Grant Date until the applicable vesting date.

6. Payment of Withholding Taxes. Notwithstanding anything in this Agreement to the contrary, no certificate or book-entry notation representing shares of Common Stock may be delivered to the Grantee upon vesting of the RSU Award unless and until the Grantee shall have delivered to the Company any and all federal, foreign, state and local withholding and employment related tax requirements attributable to the vesting of the RSUs and the issuance and delivery of shares of Common Stock in connection therewith. The Grantee may elect to satisfy any such withholding requirement by payment in cash to the Company on

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or prior to the vesting date, or in the Committee’s sole discretion and pursuant to such procedures as may be established by the Committee in its sole discretion, (i) by having the Company withhold shares of Common Stock otherwise deliverable to the Grantee upon vesting of the RSUs or by delivering to the Company previously acquired shares of Common Stock; provided, however, that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; (ii) by effecting “sell-to-cover” transactions through a broker in which the Grantee sells that number of shares of Common Stock in the open market (whether under a trading plan or instruction pursuant to Rule 10b5-1 of the Exchange Act or otherwise) to fund the required tax withholding obligations and all applicable fees and commissions due to, or required to be collected by the broker and making arrangements to remit the cash proceeds of such sales to the Company; or (iii) by a combination of such methods. Regardless of any action the Company takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility and that the Company: (i) makes no representations of the RSU Award, including the grant of the RSU Award, the vesting of the RSU Award, and the settlement of the RSU Award; and (ii) does not commit to structure the terms of the RSU Award or any aspect of the RSU Award to reduce or eliminate the Grantee’s liability for Tax-Related Items. If the Grantee becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country.

7. After the Death of the Grantee. Any delivery of Common Stock to be made to the Grantee under this Agreement shall, if the Grantee is then deceased, be made to the Grantee’s designated beneficiary. If a deceased Grantee has failed to designate a beneficiary, or if a beneficiary designated by the Grantee fails to survive the Grantee, any delivery of Common Stock to be made to the Grantee under this Agreement shall be made to the Grantee’s legal representatives, heirs or legatees. If a deceased Grantee has designated a beneficiary and such beneficiary survives the Grantee but dies before the complete delivery of all Common Stock to be made to the Grantee under this Agreement, then such delivery will be made to the legal representatives, heirs or legatees of the beneficiary. Any transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

8. Reservation of Shares of Common Stock. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of the Common Stock as will be sufficient to satisfy the requirements of this Agreement. The shares of Common Stock deliverable to the Grantee may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company.

9. No Rights of Stockholder. Neither the Grantee nor any person claiming under or through the Grantee shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of any shares of Common Stock deliverable hereunder unless and until such shares of Common Stock have been issued pursuant to Section 2 of this Agreement. Notwithstanding the generality of the foregoing, Grantee shall not be entitled to vote any of the shares of Common Stock subject to the RSU Award, or otherwise exercise any incidents of ownership with respect to such shares of Common Stock until such shares have been issued pursuant to Section 2 of this Agreement, but shall be entitled to dividend equivalents with respect to dividends declared on Common Stock and such dividend equivalents shall vest and be delivered in the same manner as the shares of Common Stock subject to the RSU Award.

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10. Change in Control of the Company. If there is a Change in Control, the RSU Award will be subject to the provisions of Article 15 of the Plan; provided, however, that if the RSU Award is continued, assumed or substituted pursuant to Article 15 of the Plan and within one (1) year following such event, the Grantee’s employment or other service is terminated by the Company or one of its Subsidiaries or Affiliates without Cause, the RSU Award shall vest automatically and the shares of Common Stock underlying such RSUs shall be issued immediately thereafter to the Grantee; provided, however, that if the RSU Award is subject to Section 409A of the Code, the Grantee’s termination must also constitute a “separation from service” within the meaning of Section 409A of the Code, and any change in employment status that constitutes a “separation from service” under Section 409A of the Code will be treated as a termination of employment or termination of other service, as the case may be. As soon as practicable, but not more than thirty (30) days, after such date, the Company shall direct its transfer agent to issue such number of shares of Common Stock in the name of Grantee or a nominee in book entry.

11. Registration. The issuance of the shares of Common Stock is registered under Securities Act of 1933, as amended, by the Company pursuant to a registration statement on Form S-8.

12. Approval of Counsel. The issuance and delivery of shares of Common Stock pursuant to this Agreement shall be subject to approval by the Company’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

13. Resale of Common Stock, Etc. If required by counsel for the Company, the stock certificate(s) or book-entry notation(s) for the Common Stock issued hereunder shall bear the following (or similar) legend:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.

14. Limitation of Action. The Grantee and the Company each acknowledge that every right of action accruing to the Grantee or it, as the case may be, and arising out of or in connection with this Agreement against the Company, on the one hand, or against the Grantee, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three (3) years from the date of the act or omission in respect of which such right of action arises.

15. Notices. Each notice relating to the RSU Award and this Agreement shall be in writing and delivered in person, by recognized overnight carrier or by certified mail to the proper address. All notices to the Company or the Committee shall be addressed to them at Triton Towers Two, 700 S. Renton Village Place, Seventh Floor, Renton, WA 98057 Attn: General Counsel. All notices to the Grantee shall be addressed to the Grantee or such other person or persons at the Grantee’s address set forth in the Company’s records. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

16. Successors. This Agreement shall inure to the benefit of the Company, the Grantee and their respective heirs, executors, administrators, personal representatives, successors and assigns.

17. Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the Applicable Law. If any provision of this Agreement is to any extent invalid under

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the Applicable Law, that provision will still be effective to the extent it remains valid. The remainder of this Agreement will continue to be valid, and the Agreement will continue to be valid in other jurisdictions.

18. Governing Law. All questions pertaining to the validity, construction and administration of this Agreement shall be determined in accordance with the laws of the State of Delaware, United States of America, without regard to its principles of conflicts of law. In the event that any person is compelled to bring a claim related to this Agreement, to interpret or enforce the provisions of this Agreement, to recover damages as a result of a breach of the terms of this Agreement, or from any other cause (a “Claim”), such Claim must be processed as follows:

(a) THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by the terms of this Agreement.

(b) The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Agreement will lie in Seattle, Washington, United States of America. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The parties to the arbitration shall each pay an equal amount of the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.

19. Employment. Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment or service of the Grantee at any time, nor confer upon the Grantee any right to continue employment or other service with the Company or any Subsidiary.

20. Clawback. Any shares of Common Stock issued upon settlement of the RSU Award may be subject to recoupment by the Company to the extent required under applicable laws, rules or regulations in effect from time to time, and the Company’s clawback policy, as in effect from time to time.

21. Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

22. Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

23. Repatriation; Compliance with Laws. As a condition of the RSU Award, the Grantee agrees to repatriate all payments attributable to the RSU Award in accordance with local foreign exchange rules and regulations in the Grantee’s country of residence (and country of employment, if different). In addition, the Grantee agrees to take any and all actions, and consents to any and all actions taken by the Company or one of its Subsidiaries or Affiliates, as may be required to allow the Company or one of its Subsidiaries or Affiliates to comply with local laws, rules and regulations in the Grantee’s country of residence (and country of employment, if different). Finally, the Grantee agrees to take any and all actions

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that may be required to comply with his or her personal legal and tax obligations under local laws, rules and regulations in the Grantee’s country of residence (and country of employment, if different).

24. Nature of the Grant. In accepting this RSU Award, the Grantee acknowledges that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its sole discretion at any time, unless otherwise provided in the Plan or this Agreement;

(b) the grant of the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future RSU Award grants, or benefits in lieu of RSU Award grants, even if RSU Award grants have been granted repeatedly in the past;

(c) all decisions with respect to future RSU Award grants, if any, will be at the sole discretion of the Company;

(d) the Grantee is voluntarily participating in the Plan;

(e) the RSU Award grant is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Company;

(f) in the event that the Grantee is not an employee of the Company or one of its Subsidiaries or Affiliates, the RSU Award will not be interpreted to form an employment contract or relationship with the Company;

(g) the future value of the underlying Shares is unknown and cannot be predicted with certainty and if the Grantee vests in the RSU Award grant and is issued Shares, the value of those Shares may increase or decrease;

(h) neither the Company, nor any Subsidiary or Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of the Grantee’s country of residence and the U.S. dollar that may affect the value of the RSU Award or of any amounts due to the Grantee pursuant to the settlement of the RSU Award or the subsequent sale of any Shares acquired upon settlement of the RSU Award;

(i) in consideration of the grant of the RSU Award, no claim or entitlement to compensation or damages shall arise from termination of the RSU Award or diminution in value of the RSU Award or Shares acquired upon settlement of the RSU Award resulting from termination of the Grantee’s employment or service by the Company or one of its Subsidiaries or Affiliates (for any reason whatsoever and whether or not in breach of local labor laws) and the Grantee irrevocably releases the Company or one of its Subsidiaries or Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the RSU Award and this Agreement, the Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;

(j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition of or sale of the underlying Shares; and

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(k) the Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or the RSU Award.

25. Data Privacy Consent. Pursuant to applicable personal data protection laws, the Company hereby notifies the Grantee of the following in relation to the Grantee’s personal data and the collection, use, processing and transfer of such data in relation to the Company’s grant of the RSU Award and the Grantee’s participation in the Plan. The collection, use, processing and transfer of the Grantee’s personal data is necessary for the Company’s administration of the Plan and the Grantee’s participation in the Plan. The Grantee’s denial and/or objection to the collection, use, processing and transfer of personal data may affect the Grantee’s participation in the Plan. As such, the Grantee voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Company holds certain personal information about the Grantee, including the Grantee’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all equity awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Grantee’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Grantee or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Grantee’s country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Grantee’s participation in the Plan.

The Company will transfer Data as necessary for the purpose of implementation, administration and management of the Grantee’s participation in the Plan, and the Company may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, Canada, or elsewhere throughout the world, such as the United States. The Grantee hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired pursuant to the Plan.

The Grantee may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) to oppose, for legal reasons, the collection, use, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Grantee’s participation in the Plan. The Grantee may seek to exercise these rights by contacting the Grantee’s local HR manager or the Company’s Human Resources Department.

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26. Private Placement. If the Grantee is resident and/or employed outside of the United States, the grant of the RSU Award is not intended to be a public offering of securities in the Grantee’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the RSU Award is not subject to the supervision of the local securities authorities.

27. Insider Trading/Market Abuse Laws. The Grantee’s country of residence may have insider trading and/or market abuse laws that may affect the Grantee’s ability to acquire or sell Shares during such times the Grantee is considered to have “inside information” (as defined in the laws in the Grantee’s country of residence). These laws may be the same or different from any Company insider trading policy. The Grantee acknowledges that it is the Grantee’s responsibility to be informed of and compliant with such regulations, and the Grantee is advised to consult with the Grantee’s personal advisors for additional information.

28. English Language. If the Grantee is resident and/or employed outside of the United States, the Grantee acknowledges and agrees that it is the Grantee’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSU Award, be drawn up in English. If the Grantee has received this Agreement, the Plan or any other documents related to the RSU Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.

BY WAY OF THEIR EXECUTION OF THE RSU AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Company and the Grantee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.

 

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EXHIBIT “A”

RADIANT LOGISTICS, INC.

Employee Information Supplement
Restricted Stock Units

CANADA

 

OVERVIEW

This supplement has been prepared to provide you with a summary of the tax consequences and other issues associated with the grant of restricted stock units (“RSUs”) by Radiant Logistics, Inc. (the “Company”) under the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”).

This supplement is based on tax and other laws in effect in your country as of November 17, 2021. Further, this supplement assumes that your employer will not reimburse the Company in connection with your award.  It does not necessarily address all local tax laws that may apply to you. Such laws often are complex and can change frequently. As a result, the information contained in the supplement may be outdated at the time your restricted stock units vest and you receive shares of Company common stock in settlement of your restricted stock units, or at the time you sell the shares you acquire under the Plan.

Please note that this supplement is general in nature and does not discuss all of the various laws, rules and regulations that may apply. It may not apply to your particular tax or financial situation, and the Company is not in a position to assure you of any particular tax result. The information contained within this supplement assumes that restricted stock units will be settled in shares of Company common stock. In addition, the information within this supplement assumes that the restricted stock units will be settled as soon as administratively practicable following the date of vesting. Tax treatment may differ if the restricted stock units are settled in cash (rather than shares of Company common stock) or if the restricted stock units vest but are not settled until a future specified date. Accordingly, you are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

If you are a citizen or resident of another country or transfer employment after you are granted restricted stock units or if you are no longer actively employed, the information contained in this supplement may not be applicable to you.

 

 

This document constitutes part of a prospectus covering securities that have been registered with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended.

 

 

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GENERAL TAX INFORMATION

Grant

No taxation.

Vesting

On the date the RSUs vest and you receive shares of Company common stock in settlement of the RSUs, you will be subject to taxation.

Taxable Amount

The fair market value of the shares on the date of vesting.

 

GENERAL TAX INFORMATION

Nature of Taxable Amount

Employment income.

Income Tax Payable?

Yes.

Source Deductions Payable?

Yes (to the extent the applicable Canada Pension Plan (“CPP”), Employment Insurance (“EI”), Quebec Pension Plan (“QPP”), or Quebec Paternal Insurance Plan (“QPIP”) premium ceiling is not exceeded).

Other Taxes Payable?

No.

TAX WITHHOLDING AND REPORTING

Withholding

When the RSUs vest and the taxable amount is recognized:

Is Income Tax Withheld?

Yes.

Are Sourse Deductions Withheld?

Yes (to the extent the applicable CPP/EI/QPP/QPIP premium ceiling has not been exceeded).

Are Other Taxes Withheld?

Not applicable.

Reporting

Your employer will report the taxable amount at the time of RSU vesting as taxable income to the Canada Revenue Agency (“CRA”) on Form T4.

 

OTHER TAX INFORMATION

Payment of Dividends

Tax Treatment

You will be subject to taxation on any dividends you receive on the shares of Company common stock you acquire under the Plan (but not CPP/QPP premiums).

You personally will be responsible for reporting the dividends as taxable income and paying the applicable income taxes directly to the CRA.

Sale of Shares

 

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OTHER TAX INFORMATION

Tax Treatment

When you subsequently sell or otherwise dispose of your shares of Company common stock acquired under the Plan, you will be subject to capital gains tax on 50% of any gain you realize. The gain will equal the difference between the sale proceeds and your tax basis in the shares (generally, the fair market value of the shares on the date of vesting), and this amount generally will be subject to taxation at your marginal income tax rates. CPP/QPP premiums are not payable on the gain.

If you have acquired other shares of Company common stock (either via other awards granted under the Plan, awards granted under other equity compensation plans of the Company, or shares you personally purchased), you generally must calculate an average cost basis for your shares and use the average cost basis when computing any gain or loss upon the sale of the shares. This may lead to a capital gain or loss on the sale of your shares. You should consult with your personal tax advisor for additional information regarding the calculation of any gain or loss attributable to the sale of your shares and to consider the alternatives available to you.

If you sell your shares of Company common stock at a loss (i.e., the sales proceeds you receive are less than your tax basis in the shares), 50% of any loss may be deducted from any taxable capital gains for the current tax year, or may be carried back to the previous three tax years or carried forward to any subsequent tax year.

You personally will be responsible for reporting any taxable income arising upon the sale or disposition of the shares of Company common stock you acquire under the Plan and paying the applicable tax directly to the CRA.

 

OTHER INFORMATION

Exchange Control

In General

In general, you should not be subject to any foreign exchange requirements in connection with your acquisition or sale of shares of Company common stock under the Plan.

Foreign Income Verification Statement

Overview

You may be required to report any foreign property on Form T1135 (Foreign Income Verification Statement) if the total cost of your foreign property exceeds C$100,000 at any time during the calendar year. Foreign property includes shares received under the Plan and may include unvested RSUs. Form T1135 must be filed by April 30 of the following year. You should consult with your personal tax advisor for additional information about your reporting obligations on Form T1135.

 

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Exhibit 10.4

RADIANT LOGISTICS, INC.

2021 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

(Director)

Radiant Logistics, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Agreement”) attached to this Restricted Stock Unit Award (this “RSU Award”), hereby grants to the individual named in Section 2 below (the “Grantee”), effective as of the grant date set forth in Section 1 below, the right to receive the number of shares of the Company’s Common Stock as set forth in Section 3 below, subject to vesting as set forth in Section 4 below and the terms and conditions of this RSU Award and the Agreement attached to this RSU Award.

The terms of this RSU Award are subject to all of the provisions of the Plan and the attached Agreement, with such provisions being incorporated herein by reference. All of the capitalized terms used in this RSU Award and the Agreement not otherwise defined herein or therein shall have the same meaning as defined in the Plan. A copy of the Plan and the prospectus for the Plan have been delivered to Grantee together with this RSU Award and the Agreement.

1. Grant Date:

__________________________________________

2. Name of Grantee:

__________________________________________

3. Number of Restricted Stock Units (“RSUs”):

__________________________________________

(each RSU representing the right to receive one share of Common Stock, subject to adjustment as provided in the Plan)

4. Vesting of RSUs (subject to adjustment as provided in the Plan):

 

Vesting Date

No. of RSUs to be Vested*

 

 

 

*Vesting to occur pursuant to Section 1 of the attached Agreement and conditioned upon continued service as a director of the Company as described in Sections 1 and 5 therein.

The Grantee acknowledges receipt of, and understands and agrees to be bound by all of the terms of, this RSU Award, inclusive of the attached Agreement, and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Grantee and the Company regarding the subject matter contained herein.

 

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Radiant Logistics, Inc.

Grantee:

By: ______________________________

___________________________________

Title: ______________________________

Date: ______________________________

Date: ______________________________

 

 

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RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the grant date set forth in Section 1 of the Restricted Stock Unit Award (the “RSU Award”) to which this Agreement relates and is attached (the “Grant Date”) between Radiant Logistics, Inc., a Delaware corporation (the “Company”), and the individual identified in Section 2 of the RSU Award to which this Agreement relates and is attached (the “Grantee”).

W I T N E S S E T H:

WHEREAS, the Company adopted the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”), which provides for the grant of certain awards, including without limitation, Restricted Stock Units (“RSUs”) to directors of the Company, with the corresponding right to receive shares of Common Stock of the Company (the “Common Stock”) in settlement of those RSUs.

WHEREAS, the Audit and Executive Oversight Committee of the Board of Directors of the Company (the “Committee”) has authorized the grant of RSUs to the Grantee on the date of this Agreement as evidenced by the RSU Award to which this Agreement is attached, thereby allowing the Grantee to acquire a proprietary interest in the Company in order that the Grantee will have a further incentive for remaining as a director of the Company.

WHEREAS, this Agreement is prepared in conjunction with and under the terms of the Plan, which are incorporated herein and made a part hereof by reference.

WHEREAS, the Grantee has accepted the grant of RSUs evidenced by the RSU Award and this Agreement and has agreed to the terms and conditions stated herein and therein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant and Vesting of RSU Award. The Company hereby grants to the Grantee, as a separate incentive in connection with his or her service as a director of the Company and not in lieu of any fees for his or her services, effective as of the Grant Date an award of that number of RSUs as set forth in Section 3 of the RSU Award, subject to all of the terms and conditions set forth in the RSU Award, this Agreement and the Plan. The RSU Award grants to the Grantee the right to receive that number of shares of Common Stock as set forth in Section 3 of the RSU Award at the rate of one share of Common Stock for each RSU upon vesting of the RSU as provided in the vesting schedule set forth in Section 4 of the RSU Award, provided that the Grantee remains a director of the Company from the Grant Date and through each such vesting date or dates as indicated in Section 4 of the RSU Award and as provided in Section 5 hereof. In addition, the RSU Award may vest and shares of Common Stock subject to the RSU Award may become vested and issuable pursuant to and as provided in Sections 3, 4(c) and 10 of this Agreement.

2. Issuance of Shares of Common Stock. As soon as practicable after the Grant Date or such earlier date that the RSU Award becomes immediately vested with respect to some or all of the underlying shares of Common Stock, but not more than thirty (30) days thereafter, that number of shares of Common Stock subject to the RSU Award become vested and issuable pursuant to Section 1, 3, 4(c) or 10 of this Agreement shall be issued by the Company to the Grantee in settlement of the RSU Award and the Company shall direct its transfer agent to issue such number of shares of Common Stock in the name of Grantee or a nominee in book entry.

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3. Committee Discretion to Accelerate Vesting. The Committee may decide, in its absolute discretion, to accelerate the vesting on the balance, or some lesser portion of the balance, of the RSU Award at any time. If so accelerated, the RSU Award will be considered to have vested as of the date specified by the Committee.

4. Termination or Forfeiture of Unvested RSU Award Upon Termination of Service as a Director of the Company.

(a)
As of the date of termination of the Grantee’s service as a director of the Company for any reason other than death or Disability of the Grantee, the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3 or 10 of this Agreement as of the date the Grantee’s service as a director of the Company terminates.
(b)
If the Grantee dies or his or her service as a director of the Company is terminated by reason of his or her Disability while he or she is a director of the Company within one (1) year of the Grant Date, the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement as of the date the Grantee’s service as a director of the Company terminates.
(c)
If the Grantee dies or his or her service as a director of the Company terminates by reason of his or her Disability while he or she is a director of the Company, in each case one (1) year or more after the Grant Date, the RSU Award will become immediately vested with respect to that number of underlying shares of Common Stock subject to the RSU Award that would have vested and become issuable pursuant to Section 4 of the RSU Award and Section 1 of this Agreement on the next annual anniversary of the Grant Date, irrespective of the Grantee’s death or Disability (such date, the “Section 4(c) Deemed Vesting Date”), and such shares of Common Stock underlying such RSUs shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement; provided, however, that if Section 4 of the RSU Award provides for cliff vesting on a date certain that occurs after the Section 4(c) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 4(c), the vesting period of the RSU Award shall be re-determined as if such RSU Award vested in equal annual installments over its originally scheduled vesting time period instead of in one installment on the cliff vesting date as indicated in Section 4 of the RSU Award and the RSUs evidenced by the RSU Award will become immediately vested with respect to that number of underlying shares of Common Stock subject to the RSU Award with respect to the RSUs that would have vested and become issuable on this re-determined basis during the period of time between the Grant Date and the Section 4(c) Deemed Vesting Date, and such shares of Common Stock underlying such RSUs shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement. As soon as practicable, but not more than thirty (30) days, after such vesting date, the Company shall direct its transfer agent to issue such number of shares of Common Stock that have vested pursuant to this Section 4(c) of this Agreement in the name of Grantee or a nominee in book entry. By way of example and for clarification and the avoidance of doubt, if the RSU Award was scheduled to cliff vest on the three-year anniversary of the Grant Date and the Grantee dies or his or her service as a director of the terminates by reason of his or her Disability while he or she is a director of the Company on the eighteen (18) month anniversary of the Grant Date, the RSUs evidenced by the RSU Award will become immediately vested with respect to two-thirds of the underlying shares of Common Stock subject to the RSU Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 4(c) Deemed Vesting Date assuming the RSU Award vested in three equal annual installments), and such shares of Common

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Stock shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive the remaining one-third of the underlying shares of Common Stock subject to the RSU Award with respect to the RSUs that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement.
(d)
Notwithstanding the foregoing, the Committee may determine in its sole discretion that a change in the Grantee’s status from that of a director of the Company to that of an Employee or a Consultant of the Company or one of its Subsidiaries or Affiliates may not, for purposes of this Agreement, be deemed to result in a termination of such Grantee’s status as a director of the Company, and in such case, all references in this Agreement to the termination of the Grantee’s service as a director of the Company shall instead mean the termination of the Grantee’s employment or other service with the Company or one of its Subsidiaries or Affiliates and all references to vesting being conditioned upon continuous service as a director of the Company shall instead mean continuous service as an Employee or Consultant of the Company or one of its Subsidiaries or Affiliates.

5. Continuous Director Service Required. Except as provided in Section 3, 4(c) or Section 10 of this Agreement or in an Individual Agreement, the RSU Award shall not vest as described in Section 1 of this Agreement unless the Grantee shall have been continuously a director of the Company from the Grant Date until the applicable vesting date.

 

6. Payment of Withholding Taxes. Notwithstanding anything in this Agreement to the contrary, no certificate or book-entry notation representing shares of Common Stock may be delivered to the Grantee upon vesting of the RSU Award unless and until the Grantee shall have delivered to the Company any and all federal, foreign, state and local withholding and employment related tax requirements attributable to the vesting of the RSUs and the issuance and delivery of shares of Common Stock in connection therewith. The Grantee may elect to satisfy any such withholding requirement by payment in cash to the Company on or prior to the vesting date, or in the Committee’s sole discretion and pursuant to such procedures as may be established by the Committee in its sole discretion, (a) by having the Company withhold shares of Common Stock otherwise deliverable to the Grantee upon vesting of the RSUs or by delivering to the Company previously acquired shares of Common Stock; provided, however, that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; (b) by effecting “sell-to-cover” transactions through a broker in which the Grantee sells that number of shares of Common Stock in the open market (whether under a trading plan or instruction pursuant to Rule 10b5-1 of the Exchange Act or otherwise) to fund the required tax withholding obligations and all applicable fees and commissions due to, or required to be collected by the broker and making arrangements to remit the cash proceeds of such sales to the Company; or (c) by a combination of such methods.

 

7. After the Death of the Grantee. Any delivery of Common Stock to be made to the Grantee under this Agreement shall, if the Grantee is then deceased, be made to the Grantee’s designated beneficiary. If a deceased Grantee has failed to designate a beneficiary, or if a beneficiary designated by the Grantee fails to survive the Grantee, any delivery of Common Stock to be made to the Grantee under this Agreement shall be made to the Grantee’s legal representatives, heirs or legatees. If a deceased Grantee has designated a beneficiary and such beneficiary survives the Grantee but dies before the complete delivery of all Common Stock to be made to the Grantee under this Agreement, then such delivery will be made to the legal representatives, heirs or legatees of the beneficiary. Any transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

 

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8. Reservation of Shares of Common Stock. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of the Common Stock as will be sufficient to satisfy the requirements of this Agreement. The shares of Common Stock deliverable to the Grantee may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company.

 

9. No Rights of Stockholder. Neither the Grantee nor any person claiming under or through the Grantee shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of any shares of Common Stock deliverable hereunder unless and until such shares of Common Stock have been issued pursuant to Section 2 of this Agreement. Notwithstanding the generality of the foregoing, Grantee shall not be entitled to vote any of the shares of Common Stock subject to the RSU Award, or otherwise exercise any incidents of ownership with respect to such shares of Common Stock until such shares have been issued pursuant to Section 2 of this Agreement, but shall be entitled to dividend equivalents with respect to dividends declared on Common Stock and such dividend equivalents shall vest and be delivered in the same manner as the shares of Common Stock subject to the RSU Award.

 

10. Change in Control of the Company. If there is a Change in Control, the RSU Award will be subject to the provisions of Article 15 of the Plan; provided, however, that if the RSU Award is continued, assumed or substituted pursuant to Article 15 of the Plan and either in connection with the Change in Control or within one (1) year following the Change in Control, the Grantee’s service as a director of the Company or any Subsidiary or Affiliate terminates other than as a result of the Grantee’s death, Disability or his or her voluntary resignation, the RSU Award will vest automatically and the shares of Common Stock underlying such RSUs will be issued immediately thereafter to the Grantee; provided, however, that if the RSU Award is subject to Section 409A of the Code, the Grantee’s termination of service as a director must also constitute a “separation from service” within the meaning of Section 409A of the Code, and any change in status that constitutes a “separation from service” under Section 409A of the Code will be treated as a termination of the Grantee’s service as a director of the Company or any Subsidiary or Affiliate. As soon as practicable, but not more than thirty (30) days, after such date, the Company shall direct its transfer agent to issue such number of shares of Common Stock in the name of Grantee or a nominee in book entry.

11. Registration. The issuance of the shares of Common Stock is registered under Securities Act of 1933, as amended, by the Company pursuant to a registration statement on Form S-8.

12. Approval of Counsel. The issuance and delivery of shares of Common Stock pursuant to this Agreement shall be subject to approval by the Company’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

13. Resale of Common Stock, Etc. If required by counsel for the Company, the stock certificate(s) or book-entry notation(s) for the Common Stock issued hereunder shall bear the following (or similar) legend:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.

14. Limitation of Action. The Grantee and the Company each acknowledge that every right

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of action accruing to the Grantee or it, as the case may be, and arising out of or in connection with this Agreement against the Company, on the one hand, or against the Grantee, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three (3) years from the date of the act or omission in respect of which such right of action arises.

15. Notices. Each notice relating to the RSU Award and this Agreement shall be in writing and delivered in person, by recognized overnight carrier or by certified mail to the proper address. All notices to the Company or the Committee shall be addressed to them at Triton Towers Two, 700 S. Renton Village Place, Seventh Floor, Renton, WA 98057 Attn: General Counsel. All notices to the Grantee shall be addressed to the Grantee or such other person or persons at the Grantee’s address set forth in the Company’s records. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

16. Successors. This Agreement shall inure to the benefit of the Company, the Grantee and their respective heirs, executors, administrators, personal representatives, successors and assigns.

17. Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the Applicable Law. If any provision of this Agreement is to any extent invalid under the Applicable Law, that provision will still be effective to the extent it remains valid. The remainder of this Agreement will continue to be valid, and the Agreement will continue to be valid in other jurisdictions.

18. Governing Law. All questions pertaining to the validity, construction and administration of this Agreement shall be determined in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that any person is compelled to bring a claim related to this Agreement, to interpret or enforce the provisions of this Agreement, to recover damages as a result of a breach of the terms of this Agreement, or from any other cause (a “Claim”), such Claim must be processed as follows:

(a) THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by the terms of this Agreement.

(b) The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Agreement will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The parties to the arbitration shall each pay an equal amount of the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.

19. No Right to Continue Director Service. Nothing in this Agreement will interfere with or limit in any way the right of the Company in accordance with applicable law and the Company’s charter and bylaws to remove the Grantee as a director of the Company at any time, with or without cause, or not to re-elect the Grantee as a director of the Company, nor confer upon the Grantee any right to continue as a director of the Company.

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20. Clawback. Any shares of Common Stock issued upon settlement of the RSU Award may be subject to recoupment by the Company to the extent required under applicable laws, rules or regulations in effect from time to time, and the Company’s clawback policy, as in effect from time to time.

21. Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

22. Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

BY WAY OF THEIR EXECUTION OF THE RSU AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Company and the Grantee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.

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Exhibit 10.5

Radiant Logistics, Inc.

2021 Omnibus incentive plan

PERFORMANCE UNIT AWARD

 

Radiant Logistics, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”) and the Performance Unit Award Agreement (the “Agreement”) attached to this Performance Unit Award (this “Award”), hereby grants to the individual named in Section 2 below (the “Grantee”), effective as of the grant date set forth in Section 1 below, a Performance Unit Award, which is considered a “Performance Award,” as defined in and under the Plan, representing the opportunity to earn up to a maximum number of shares of the Company’s Common Stock as set forth in Section 3 below based on the achievement during the Performance Period set forth in Section 4 below of the Performance Goals set forth in Section 5 below, subject to the terms and conditions of this Award and the Agreement attached to this Award.

 

The terms of this Award are subject to all of the provisions of the Plan and the attached Agreement, with such provisions being incorporated herein by reference. All of the capitalized terms used in this Award and the Agreement not otherwise defined herein or therein shall have the same meaning as defined in the Plan. A copy of the Plan and the prospectus for the Plan have been delivered to Grantee together with this Award and the Agreement.

 

1. Grant Date:

__________________________________________

2. Name of Grantee:

__________________________________________

3. Potential Payouts:

Threshold (50% of Target): [_______] shares of Common Stock*

Target (100% of Target): [_______] shares of Common Stock*

Maximum (150% of Target): [_______] shares of Common Stock*

*All shares of Common Stock are subject to adjustment as provided in the Plan.

4. Performance Period:

__________________________________________

5. Performance Goals: See Exhibit A attached hereto

The Grantee acknowledges receipt of, and understands and agrees to be bound by all of the terms of, this Award, inclusive of the attached Agreement, and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Grantee and the Company regarding the subject matter contained herein.

Radiant Logistics, Inc.

Grantee:

By: ______________________________

___________________________________

Title: ______________________________

Date: ______________________________

Date: ______________________________

 

 

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PERFORMANCE UNIT AWARD AGREEMENT

 

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) is made as of the grant date set forth in Section 1 of the Performance Unit Award (the “Award”) to which this Agreement relates and is attached (the “Grant Date”) between Radiant Logistics, Inc., a Delaware corporation (the “Company”), and the individual identified in Section 2 of the Award to which this Agreement relates and is attached (the “Grantee”).

 

W I T N E S S E T H:

WHEREAS, the Company adopted the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”), which provides for the grant of certain awards, including without limitation, Performance Awards that represent the opportunity to earn shares of Common Stock of the Company (the “Common Stock”) by Employees and/or Consultants of the Company, contingent upon and the value of which is determined as a function of the extent of the achievement of one or more Performance Goals during a specified Performance Period or the achievement of other objectives during a specified period.

WHEREAS, the Audit and Executive Oversight Committee of the Board of Directors of the Company (the “Committee”) has authorized the grant of a Performance Unit Award, which is considered a “Performance Award,” as defined in and under the Plan, representing the opportunity to earn shares of Common Stock, to the Grantee on the date of this Agreement as evidenced by the Award to which this Agreement is attached, thereby allowing the Grantee to acquire a proprietary interest in the Company in order that the Grantee will have a further incentive for remaining with and increasing his or her efforts on behalf of the Company.

WHEREAS, this Agreement is prepared in conjunction with and under the terms of the Plan, which are incorporated herein and made a part hereof by reference.

WHEREAS, the Grantee has accepted the grant of the Performance Award evidenced by the Award and this Agreement and has agreed to the terms and conditions stated herein and therein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1.
Grant and Vesting of Award.
(a)
The Company hereby grants to the Grantee, as a separate incentive in connection with his or her employment or other service with the Company and not in lieu of any salary or other compensation or fees for his or her services, effective as of the Grant Date, the Award representing the opportunity to earn up to a maximum number of shares of Common Stock as set forth in Section 3 of the Award, based on the achievement of threshold, target and maximum Performance Goals during the Performance Period as set forth in Sections 4 and 5 of the Award, as determined by the Committee and subject to all of the terms and conditions set forth in the Award, this Agreement and the Plan.
(b)
The Award grants to the Grantee the right to receive up to a maximum number of shares of Common Stock as set forth in Section 3 of the Award, such number of shares of Common Stock to be based on the number of Earned Performance Units (as defined below), at the rate of one share of Common Stock for each Earned Performance Unit, as determined by the Committee pursuant to Section 1(c) below after the end of the Performance Period (the “Certification Date”) and subject to the achievement of the Performance Goals during the Performance Period in accordance with the table set forth in Exhibit

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A to the Award and this Agreement (the “Performance Goals”), provided that the Grantee remains an Employee or Consultant of the Company or one of its Subsidiaries or Affiliates from the Grant Date and through the Certification Date, unless otherwise provided in Section 3, 4(c) or 10 of this Agreement or in any employment, consulting, severance or similar agreement between the Grantee and the Company or one of its Subsidiaries or Affiliates (an “Individual Agreement”). In addition, the Award may vest and shares of Common Stock subject to the Award may become issuable upon settlement of this Award pursuant to and as provided in Sections 3, 4(c) and 10 of this Agreement.
(c)
The number of shares of Common Stock to be issued in settlement of the Award will be equal to the number of Earned Performance Units (defined below), as determined by the Committee based on the achievement of the Performance Goals, as set forth in Exhibit A to the Award and this Agreement, during the Performance Period (subject to the Threshold and Maximum levels of performance), and as further modified by the Grantee’s individual performance during the Performance Period as determined under the terms of the Radiant Logistics, Inc. Management Incentive Compensation Plan (the “Earned Performance Units”), with the final determination of Earned Performance Awards being rounded up to the nearest whole number of Earned Performance Units. The Earned Performance Units will be settled in shares of Common Stock as provided in Section 2 of this Agreement.
(d)
Except as otherwise provided in Section 10 of this Agreement or in any Individual Agreement, and to the extent not previously forfeited or terminated pursuant to Section 4 of this Agreement, the Award shall be immediately forfeited and terminated as of the end of the Performance Period if actual performance does not meet the Threshold Performance Goal as described in the table set forth in Exhibit A to the Award and this Agreement and the Committee reasonably determines that Section 3 or 4 of this Agreement does not apply.
6.
Issuance of Shares of Common Stock Upon Settlement of Earned Performance Units. As soon as practicable after the Certification Date or such earlier date that the Award becomes immediately vested with respect to some or all of the underlying shares of Common Stock, but not more than thirty (30) days thereafter, that number of shares of Common Stock equal to the number of Earned Performance Units or as otherwise provided in Section 3, 4(c) or 10 of this Agreement shall be issued by the Company to the Grantee in settlement of the Award and the Company shall direct its transfer agent to issue such number of shares of Common Stock in the name of Grantee or a nominee in book entry.
7.
Committee Discretion.
(a)
In evaluating the performance or achievement of the Performance Goals, the Committee, in its discretion, may include or exclude certain items or events that occur during the Performance Period, including without limitation any of the following: (i) items related to a change in accounting principles; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments; (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; (xix) foreign

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exchange gains and losses; or (xx) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions.
(b)
The Committee may amend or modify the vesting criteria (including any Performance Goals or Performance Period) of this Award based in whole or in part on the financial performance of the Company (or any Subsidiary or division, business unit, station, service group, region, territory or other sub-unit thereof) in recognition of unusual or nonrecurring events (including the events described in Section 3(a) above) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Award. The determination of the Committee as to the foregoing adjustments, if any, will be final, conclusive and binding on the Grantee.
(c)
The Committee may decide, in its absolute discretion, to accelerate the vesting on the balance, or some lesser portion of the balance, of the Award at any time. If so accelerated, the Award will be considered to have vested as of the date specified by the Committee.
8.
Termination or Forfeiture of Unvested Award Upon Termination of Employment or Other Service.
(a)
Except as otherwise provided in Article 15 of the Plan or an Individual Agreement, as of the date of termination of the Grantee’s employment or other service with the Company or one of its Subsidiaries or Affiliates, in either case, for any reason other than death or Disability of the Grantee, then the Grantee shall forfeit his or her rights to receive the shares of Common Stock subject to the Award that have not vested pursuant to Section 1, 3 or 10 of this Agreement and been issued as of the date the Grantee’s employment or other service with the Company or one of its Subsidiaries or Affiliates terminates.
(b)
If the Grantee dies or his or her employment or other service with the Company or one of its Subsidiaries or Affiliates is terminated by reason of his or her Disability while he or she is employed or providing other service to the Company or one of its Subsidiaries or Affiliates within one (1) year of the Grant Date, the Grantee shall forfeit his or her rights to receive the shares of Common Stock subject to the Award that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement as of the date the Grantee’s employment or other service with the Company or one of its Subsidiaries or Affiliates terminates.
(c)
If the Grantee dies or his or her employment or other service with the Company or one of its Subsidiaries or Affiliates is terminated by reason of his or her Disability while he or she is employed by or providing other service to the Company or one of its Subsidiaries or Affiliates, in each case one (1) year or more after the Grant Date, the Award will become immediately vested with respect to that number of underlying shares of Common Stock subject to the Award the rights to which would have vested based on the assumption that the Performance Goals were satisfied at the target level, prorated for the number of full months of Grantee’s employment or other service during the Performance Period and such vested Award shall be settled in shares of Common Stock as provided in Section 2 of this Agreement. Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the Award that have not vested.
(d)
The change in a Grantee’s status from that of an Employee to that of a Consultant will, for purposes of this Agreement, be deemed to result in a termination of such Grantee’s employment with the Company or one of its Subsidiaries or Affiliates, unless the Committee otherwise determines in its sole discretion. The change in a Grantee’s status from that of a Consultant to that of an Employee will not, for purposes of this Agreement, be deemed to result in a termination of such Grantee’s service as a

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Consultant, and such Grantee will thereafter be deemed to be an Employee for purposes of this Agreement. Unless the Committee otherwise determines in its sole discretion, a Grantee’s employment or other service will, for purposes of this Agreement, be deemed to have terminated on the date recorded on the personnel or other records of the Company or one of its Subsidiaries or Affiliates for which the Grantee provides employment or other service, as determined by the Committee in its sole discretion based upon such records. Notwithstanding the foregoing, if payment of the Award is subject to Section 409A of the Code and payment is triggered by a termination of the Grantee’s employment or other service, such termination must also constitute a “separation from service” within the meaning of Section 409A of the Code, and any change in employment status that constitutes a “separation from service” under Section 409A of the Code will be treated as a termination of employment or termination of other service, as the case may be.
(e)
If any shares of Common Stock shall be issuable with respect to the Award as a result of the Grantee’s “separation from service” at such time as the Grantee is a “specified employee” within the meaning of Section 409A of the Code, then no shares shall be issued, except as permitted under Section 409A of the Code, prior to the earlier of (i) the date immediately after the end of the six-month period following the Grantee’s “separation from service”, or (ii) the Grantee’s death. Payment of amounts under this Agreement (by issuance of shares of Common Stock or otherwise) is intended to be exempt from the requirements of Section 409A of the Code, and to the extent not so exempt, to comply with the requirements of Section 409A of the Code and this Agreement shall in all respects be administered and construed to give effect to such intent. The Committee in its sole discretion may accelerate or delay the distribution of any payment under this Agreement to the extent allowed under Section 409A of the Code.
9.
Continuous Employment or Other Service Required. Except as provided in Section 3, 4(c) or Section 10 of this Agreement or in an Individual Agreement, the Award shall not vest as described in Section 1 of this Agreement unless the Grantee shall have been continuously employed by the Company or one of its Subsidiaries or Affiliates or providing other service to the Company or one of its Subsidiaries or Affiliates from the Grant Date until the Certification Date.
10.
Payment of Withholding Taxes. Notwithstanding anything in this Agreement to the contrary, no certificate or book-entry notation representing shares of Common Stock may be delivered to the Grantee upon settlement of the Award unless and until the Grantee shall have delivered to the Company any and all federal, foreign, state and local withholding and employment related tax requirements attributable to the settlement of the Award and the issuance and delivery of shares of Common Stock in connection therewith. The Grantee may elect to satisfy any such withholding requirement by payment in cash to the Company on or prior to the settlement date following the Certification Date or other vesting date, or in the Committee’s sole discretion and pursuant to such procedures as may be established by the Committee in its sole discretion, (a) by having the Company withhold shares of Common Stock otherwise deliverable to the Grantee upon settlement of the Award or by delivering to the Company previously acquired shares of Common Stock; provided, however, that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; (b) by effecting “sell-to-cover” transactions through a broker in which the Grantee sells that number of shares of Common Stock in the open market (whether under a trading plan or instruction pursuant to Rule 10b5-1 of the Exchange Act or otherwise) to fund the required tax withholding obligations and all applicable fees and commissions due to, or required to be collected by the broker and making arrangements to remit the cash proceeds of such sales to the Company; or (c) by a combination of such methods.
11.
After the Death of the Grantee. Any delivery of Common Stock to be made to the Grantee under this Agreement shall, if the Grantee is then deceased, be made to the Grantee’s designated beneficiary. If a deceased Grantee has failed to designate a beneficiary, or if a beneficiary designated by

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the Grantee fails to survive the Grantee, any delivery of Common Stock to be made to the Grantee under this Agreement shall be made to the Grantee’s legal representatives, heirs or legatees. If a deceased Grantee has designated a beneficiary and such beneficiary survives the Grantee but dies before the complete delivery of all Common Stock to be made to the Grantee under this Agreement, then such delivery will be made to the legal representatives, heirs or legatees of the beneficiary. Any transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
12.
Reservation of Shares of Common Stock. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of the Common Stock as will be sufficient to satisfy the requirements of this Agreement. The shares of Common Stock deliverable to the Grantee may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company.
13.
No Rights of Stockholder; No Dividend Equivalents. Neither the Grantee nor any person claiming under or through the Grantee shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of any shares of Common Stock deliverable hereunder unless and until such shares of Common Stock have been issued pursuant to Section 2 of this Agreement. Notwithstanding the generality of the foregoing, Grantee shall not be entitled to vote or receive any dividends or dividend equivalent with respect to any of the shares of Common Stock subject to the Award, or otherwise exercise any incidents of ownership with respect to such shares of Common Stock until such shares have been issued pursuant to Section 2 of this Agreement.
14.
Change in Control of the Company. If there is a Change in Control, the Award will be subject to the provisions of Article 15 of the Plan; provided, however, that if the Award is continued, assumed or substituted pursuant to Article 15 of the Plan and within one (1) year following such event, the Grantee’s employment or other service is terminated by the Company or one of its Subsidiaries or Affiliates without Cause, the Award shall vest automatically based on the assumption that the Performance Goals were satisfied at the higher of the target level or actual performance and such Earned Performance Units shall be settled in shares of Common Stock as provided in Section 2 of this Agreement; provided, however, that if the Award is subject to Section 409A of the Code, the Grantee’s termination must also constitute a “separation from service” within the meaning of Section 409A of the Code, and any change in employment status that constitutes a “separation from service” under Section 409A of the Code will be treated as a termination of employment or termination of other service, as the case may be.
15.
Registration. The issuance of the shares of Common Stock is registered under Securities Act of 1933, as amended, by the Company pursuant to a registration statement on Form S-8.
16.
Approval of Counsel. The issuance and delivery of shares of Common Stock pursuant to this Agreement shall be subject to approval by the Company’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.
17.
Resale of Common Stock, Etc. If required by counsel for the Company, the stock certificate(s) or book-entry notation(s) for the Common Stock issued hereunder shall bear the following (or similar) legend:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT

6


 

OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.

 

18.
Limitation of Action. The Grantee and the Company each acknowledge that every right of action accruing to the Grantee or it, as the case may be, and arising out of or in connection with this Agreement against the Company, on the one hand, or against the Grantee, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three (3) years from the date of the act or omission in respect of which such right of action arises.
19.
Notices. Each notice relating to the Award and this Agreement shall be in writing and delivered in person, by recognized overnight carrier or by certified mail to the proper address. All notices to the Company or the Committee shall be addressed to them at Triton Towers Two, 700 S. Renton Village Place, Seventh Floor, Renton, WA 98057 Attn: General Counsel. All notices to the Grantee shall be addressed to the Grantee or such other person or persons at the Grantee’s address set forth in the Company’s records. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.
20.
Successors. This Agreement shall inure to the benefit of the Company, the Grantee and their respective heirs, executors, administrators, personal representatives, successors and assigns.
21.
Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the Applicable Law. If any provision of this Agreement is to any extent invalid under the Applicable Law, that provision will still be effective to the extent it remains valid. The remainder of this Agreement will continue to be valid, and the Agreement will continue to be valid in other jurisdictions.
22.
Governing Law. All questions pertaining to the validity, construction and administration of this Agreement shall be determined in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that any person is compelled to bring a claim related to this Agreement, to interpret or enforce the provisions of this Agreement, to recover damages as a result of a breach of the terms of this Agreement, or from any other cause (a “Claim”), such Claim must be processed as follows:

(a) THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by the terms of this Agreement.

 

(b) The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Agreement will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The parties to the arbitration shall each pay an equal amount of the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.

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23.
Employment. Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment or service of the Grantee at any time, nor confer upon the Grantee any right to continue employment or other service with the Company or any Subsidiary.
24.
Clawback. Any shares of Common Stock issued upon settlement of the Award may be subject to recoupment by the Company to the extent required under applicable laws, rules or regulations in effect from time to time, and the Company’s clawback policy, as in effect from time to time.
25.
Transferability. Neither the Award nor any rights or interests therein shall be assignable or transferable by the Grantee except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order.
26.
Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.
27.
Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

BY WAY OF THEIR EXECUTION OF THE AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Company and the Grantee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.

 

 

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Exhibit A

 

Performance Goals

 

9

 


Exhibit 10.6

Option No. [[GRANT NUMBER]]

RADIANT LOGISTICS, INC.

2021 OMNIBUS INCENTIVE PLAN

NON-STATUTORY OPTION AWARD

Radiant Logistics, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”) and the Non-Statutory Option Award Agreement (the “Agreement”) attached to this Non-Statutory Option Award (this “Option Award”), hereby grants to the individual named in Section 2 below (the “Optionee”), effective as of the grant date set forth in Section 1 below, the option to purchase the number of shares of the Company’s Common Stock as set forth in Section 3 below, subject to the exercise price as set forth in Section 4 below and vesting as set forth in Section 5 below and the terms and conditions of this Option Award and the Agreement attached to this Option Award.

The terms of this Option Award are subject to all of the provisions of the Plan and the attached Agreement, with such provisions being incorporated herein by reference. All of the capitalized terms used in this Option Award and the Agreement not otherwise defined herein or therein shall have the same meaning as defined in the Plan. A copy of the Plan and the prospectus for the Plan have been delivered to Optionee together with this Option Award and the Agreement.

1. Grant Date:

__________________________________________

2. Name of Optionee:

__________________________________________

3. Number of Underlying Shares of Common Stock:

__________________________________________

(subject to adjustment as provided in the Plan)

 

4. Exercise Price:

__________________________________________

per share (subject to adjustment as provided in the Plan)

5. Vesting of Options (on a cumulative basis and subject to adjustment as provided in the Plan):

Vesting Date

No. of Underlying Shares to be Vested*

 

 

 

 

 

 

 

*Vesting to occur pursuant to Section 3 of the attached Agreement and conditioned upon continued employment or service as described therein.

6. Expiration Date:

__________________________________________

The Optionee acknowledges receipt of, and understands and agrees to be bound by all of the terms of, this Option Award, inclusive of the attached Agreement, and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Optionee and the Company regarding the subject matter contained herein.

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Radiant Logistics, Inc.

Optionee:

By: ______________________________

___________________________________

Title: ______________________________

Date: ______________________________

Date: ______________________________

 

 

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NON-STATUTORY OPTION AWARD AGREEMENT

THIS NON-STATUTORY OPTION AWARD AGREEMENT (this “Agreement”) is made as of the grant date set forth in Section 1 of the Non-Statutory Option Award (the “Option Award”) to which this Agreement relates and is attached (the “Grant Date”) between Radiant Logistics, Inc., a Delaware corporation (the “Company”), and the individual identified in Section 2 of the Option Award to which this Agreement relates and is attached (the “Optionee”).

W I T N E S S E T H:

WHEREAS, the Company adopted the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”), which provides for the grant of certain awards, including without limitation, Non-Statutory Options to Employees and/or Consultants of the Company, with the corresponding right to purchase shares of Common Stock of the Company (the “Common Stock”).

WHEREAS, the Audit and Executive Oversight Committee of the Board of Directors of the Company (the “Committee”) has authorized the grant of a Non-Statutory Option to the Optionee on the date of this Agreement as evidenced by the Option Award to which this Agreement is attached, thereby allowing the Optionee to acquire a proprietary interest in the Company in order that the Optionee will have a further incentive for remaining with and increasing his or her efforts on behalf of the Company.

WHEREAS, this Agreement is prepared in conjunction with and under the terms of the Plan, which are incorporated herein and made a part hereof by reference.

WHEREAS, the Optionee has accepted the grant of Non-Statutory Options evidenced by the Option Award and this Agreement and has agreed to the terms and conditions stated herein and therein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Confirmation of Grant of Option. Pursuant to a determination by the Committee, the Company, subject to the terms of the Plan and this Agreement, hereby grants to the Optionee as a matter of separate inducement and agreement, and in addition to and not in lieu of salary or other compensation or fees for services, the right to purchase (the “Option”) an aggregate number of shares of Common Stock as is set forth in Section 3 of the Option Award, subject to adjustment as provided in the Plan (such shares, as adjusted, the “Shares”). The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Exercise Price. The exercise price of Shares covered by the Option will be the per share amount set forth in Section 4 of the Option Award, at all times being not less than 100% of the Fair Market Value of one share of Common Stock on the Grant Date, subject to adjustment as provided in the Plan.

3. Vesting and Exercisability of Option. The Option shall vest and become exercisable on the terms and conditions hereinafter set forth:

(a) The Option shall vest and become exercisable (on a cumulative basis) in such installments (after giving effect to any adjustment pursuant to the Plan) and on such vesting dates, as set forth in Section 5 of the Option Award, provided that the Optionee remains an Employee or Consultant of the Company or one of its Subsidiaries or Affiliates as of each such applicable vesting date as indicated in

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Section 5 of the Option Award. In addition, this Option shall vest and become exercisable to the extent and as provided in Sections 7(b) and (d) and 8 hereof.

(b) The Option may be exercised pursuant to the provisions of this Section 3 and Sections 7(b) and (d) and 8 hereof, by notice and payment to the Company as provided in Sections 10 and 15 hereof.

4. Term of Option. The term of the Option shall be the period of years from the Grant Date as is set forth in Section 1 of the Option Award and shall expire on the date set forth in Section 6 of the Option Award, subject to earlier termination or cancellation as provided in this Agreement.

5. Non-transferability of Option. The Option shall not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way, and shall not be subject to execution, attachment or other process, except as may be provided in the Plan. Any assignment, transfer, pledge, hypothecation or other disposition of the Option attempted contrary to the provisions of the Plan, or any levy of execution, attachment or other process attempted upon the Option, will be null and void and without effect. Any attempt to make any such assignment, transfer, pledge, hypothecation or other disposition of the Option will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Option under the foregoing provisions of this Section 5 will not prejudice any rights or remedies which the Company or one of its Subsidiaries or Affiliates may have under this Agreement or otherwise.

6. Exercise Upon Cessation of Employment or Other Service.

(a) If the Optionee at any time ceases to be an Employee or Consultant of the Company or one of its Subsidiaries or Affiliates (i) by reason of his or her discharge for Cause or (ii) due to his or her voluntary termination of employment or other service without the written consent of the Committee, the Option shall, at the time of such termination of employment or other service, terminate and the Optionee shall forfeit all rights hereunder. If, however, the Optionee for any other reason (other than Disability or death) ceases to be an Employee or Consultant, the Option may, subject to the provisions of Section 5 hereof, be exercised by the Optionee to the same extent the Optionee would have been entitled under Section 3 hereof to exercise the Option immediately prior to such cessation of employment or other service, at any time within three (3) months after such cessation of employment or other service, at the end of which period the Option, to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder, even if the Optionee subsequently returns to the employ of the Company or one of its Subsidiaries or Affiliates or begins providing other service to the Company or one of its Subsidiaries or Affiliates. In no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof.

(b) The Option shall not be affected by any change of duties or position of the Optionee so long as Optionee continues to be a full-time Employee or Consultant of the Company or one of its Subsidiaries or Affiliates. If the Optionee is granted a temporary leave of absence of 90 days or less, such leave of absence shall be deemed a continuation of his or her employment or service as a Consultant by the Company or one of its Subsidiaries or Affiliates for the purposes of this Agreement, but only if and so long as the employing corporation consents thereto.

(c) The change in an Optionee’s status from that of an Employee to that of a Consultant will, for purposes of this Agreement, be deemed to result in a termination of such Optionee’s employment with the Company and its Subsidiaries and Affiliates, unless the Committee otherwise determines in its sole discretion. The change in an Optionee’s status from that of a Consultant to that of an Employee will not, for purposes of this Agreement, be deemed to result in a termination of such Optionee’s service as a Consultant, and such Optionee will thereafter be deemed to be an Employee for purposes of this Agreement.

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Unless the Committee otherwise determines in its sole discretion, an Optionee’s employment or other service will, for purposes of this Agreement, be deemed to have terminated on the date recorded on the personnel or other records of the Company or the Subsidiary or Affiliate for which the Optionee provides employment or other service, as determined by the Committee in its sole discretion based upon such records.

7. Exercise Upon Death or Disability.

(a) If the Optionee dies while he or she is employed by or providing other service to the Company or one of its Subsidiaries or Affiliates within one (1) year after the Grant Date of the Option, the Option may, subject to the provisions of Section 5 hereof, be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to Optionee’s death), by the estate of the Optionee (or by the person or persons who acquire the right to exercise the Option by written designation of the Optionee) at any time within one (1) year after the death of the Optionee, at the end of which period the Option, to the extent not then exercised, shall terminate and the estate or other beneficiaries shall forfeit all rights hereunder.

(b) If the Optionee dies while he or she is employed by or providing other service to the Company or one of its Subsidiaries or Affiliates one (1) year or more after the Grant Date, the Option will become immediately vested and exercisable with respect to the number of underlying shares of Common Stock scheduled to vest as set forth in Section 5 of the Option Award on the next annual anniversary of the Grant Date, irrespective of Optionee’s death (such date, the “Section 7(b) Deemed Vesting Date”), and the Option may, subject to the provisions of Section 5 hereof, be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to Optionee’s death and becomes vested pursuant to this Section 7(b)), by the estate of the Optionee (or by the person or persons who acquire the right to exercise the Option by written designation of the Optionee) at any time within one (1) year after the death of the Optionee, at the end of which period the Option, to the extent not then exercised, shall terminate and the estate or other beneficiaries shall forfeit all rights hereunder; provided, however, that if Section 5 of the Option Award provides for cliff vesting on a date certain that occurs after the Section 7(b) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 7(b), it shall be assumed that such Option Award vested in equal annual installments over such vesting time period instead of in one installment on the cliff vesting date as indicated in Section 5 of the Option Award and the Option will become immediately vested and exercisable with respect to that number of underlying shares of Common Stock subject to the Option Award that would have vested and become exercisable during the period of time between the Grant Date and the Section 7(b) Deemed Vesting Date. Notwithstanding any of the foregoing, in no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof. By way of example and for clarification and the avoidance of doubt, if the Option Award was scheduled to cliff vest on the three-year anniversary of the Grant Date and the Optionee dies while he or she is employed by or providing other service to the Company or one of its Subsidiaries or Affiliates on the eighteen (18) month anniversary of the Grant Date, the Option will become immediately vested and exercisable with respect to two-thirds of the underlying shares of Common Stock subject to the Option Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 7(b) Deemed Vesting Date assuming the Option vested in three equal annual installments), and the remaining one-third of the underlying shares of Common Stock subject to the Option Award will terminate, and the vested portion of the Option will remain exercisable for one (1) year after the death of the Optionee or if earlier upon expiration of the term provided in Section 4 hereof.

(c) In the event that the employment or other service of the Optionee with the Company or one of its Subsidiaries or Affiliates is terminated by reason of the Disability of the Optionee within one (1) year after the Grant Date, the Option may be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to the termination of the Optionee’s employment or other service due to Disability), by the Optionee at any time within one (1) year after the date of such termination of employment or other service, at the end of which period the Option, to the extent not then exercised, shall terminate and

5


 

the Optionee shall forfeit all rights hereunder even if the Optionee subsequently returns to the employ of the Company or one of its Subsidiaries or Affiliates or begins providing other service to the Company or one of its Subsidiaries or Affiliates.

(d) In the event that the employment or other service of the Optionee with the Company or one of its Subsidiaries or Affiliates is terminated by reason of the Disability of the Optionee one (1) year or more after the Grant Date, the Option will become immediately vested and exercisable with respect to the number of underlying shares of Common Stock scheduled to vest as set forth in Section 5 of the Option Award on the next annual anniversary of the Grant Date, irrespective of Optionee’s Disability (such date, the “Section 7(d) Deemed Vesting Date”), and the Option may be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to Optionee’s termination due to Disability and becomes vested pursuant to this Section 7(d)) by the Optionee within the period ending one (1) year after the date of such termination of employment or other service, at the end of which period the Option, to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder even if the Optionee subsequently returns to the employ of the Company or one of its Subsidiaries or Affiliates or begins providing other service to the Company or one of its Subsidiaries or Affiliates; provided, however, that if Section 5 of the Option Award provides for cliff vesting on a date certain that occurs after the Section 7(d) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 7(d), it shall be assumed that such Option Award vested in equal annual installments over such vesting time period instead of in one installment on the cliff vesting date as indicated in Section 5 of the Option Award and the Option will become immediately vested and exercisable with respect to that number of underlying shares of Common Stock subject to the Option Award that would have vested and become exercisable during the period of time between the Grant Date and the Section 7(d) Deemed Vesting Date. Notwithstanding any of the foregoing, in no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof. By way of example and for clarification and the avoidance of doubt, if the Option Award was scheduled to cliff vest on the three-year anniversary of the Grant Date and the employment of the Optionee or the Optionee’s work as a Consultant with the Company or one of its Subsidiaries or Affiliates is terminated by reason of the Disability of the Optionee on the eighteen (18) month anniversary of the Grant Date, the Option will become immediately vested and exercisable with respect to two-thirds of the underlying shares of Common Stock subject to the Option Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 7(d) Deemed Vesting Date assuming the Option vested in three equal annual installments), and the remaining one-third of the underlying shares of Common Stock subject to the Option Award will terminate, and the vested portion of the Option will remain exercisable for one (1) year after such termination or if earlier upon expiration of the term provided in Section 4 hereof.

8. Change in Control of the Company. If there is a Change in Control, the Option will be subject to the provisions of Article 15 of the Plan; provided, however, that if the Option is continued, assumed or substituted pursuant to Article 15 of the Plan and within one (1) year following such event, the Optionee’s employment or other service is terminated by the Company or one of its Subsidiaries or Affiliates without Cause, the Option will vest automatically and become immediately exercisable as of such date of termination of Optionee’s employment or termination of other service and will remain exercisable until the earlier of the expiration of the term provided in Section 4 hereof or the first anniversary of the date of such termination of Optionee’s employment or other service.

9. Registration. The shares covered by the Option have been registered and qualified for sale pursuant to the Securities Act of 1933, as amended, by the Company pursuant to a registration statement on Form S-8.

10. Method of Exercise of Option.

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(a) Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice in the manner set forth in Exhibit A hereto (the “Notice”) and provision for payment to the Company in accordance with the procedure prescribed herein. Each such Notice shall:

(i) state the election to exercise the Option and the number of Shares with respect to which it is being exercised;

(ii) be signed by the Optionee or the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel to the Company, of the right of such other person or persons to exercise the Option;

(iii) include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such exercise of the Option; and

(iv) be received by the Company on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Company’s executive office in Bellevue, Washington then such written Notice must be received at such office on or before the last regular business day prior to such date of expiration.

(b) Payment of the purchase price of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Company on the date the Notice is received by the Company (i) by delivering to the Company cash or a certified or bank cashier’s check payable to the order of the Company, (ii) by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, or (iv) by any combination of the foregoing; provided, however, that any payment pursuant to clause (ii), (iii) or (iv) of this Section 10(b) must be approved in advance by the Committee. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months or acquired by the Optionee other than under the Plan (or a similar plan maintained by the Company).

(c) The Option shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 10 and the provisions of Section 11 hereof shall have been complied with, in which event the Option shall be deemed to have been exercised on the date the Notice was received by the Company. Anything in this Agreement to the contrary notwithstanding, any Notice given pursuant to the provisions of this Section 10 shall be void and of no effect if all of the preceding provisions of this Section 10 and the provisions of Section 11 shall not have been complied with.

(d) The certificate or certificates or book-entry notations for shares of Common Stock as to which the Option shall be exercised will be registered in the name of the Optionee (or in the name of the Optionee’s estate or other beneficiary if the Option is exercised after the Optionee’s death), or if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, will be registered in the name of the Optionee and another person jointly, with right of survivorship and will be delivered as soon as practical after the date the Notice is received by the Company (accompanied by full payment of the exercise price), but only upon compliance with all of the provisions of this Agreement.

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(e) If the Optionee fails to accept delivery of and pay for all or any part of the number of Shares specified in such Notice, Optionee’s right to exercise the Option with respect to such undelivered Shares may be terminated in the sole discretion of the Committee. The Option may be exercised only with respect to full Shares.

(f) The Company shall not be required to issue or deliver any certificate or certificates or book-entry notations for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its maximum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

11. Approval of Counsel. The exercise of the Option and the issuance and delivery of shares of Common Stock pursuant to this Agreement shall be subject to approval by the Company’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

12. Resale of Common Stock, Etc. If required by counsel for the Company, the stock certificate(s) or book-entry notation(s) for the Common Stock issued upon exercise of the Option shall bear the following (or similar) legend:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.

13. Reservation of Shares. The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.

14. Limitation of Action. The Optionee and the Company each acknowledge that every right of action accruing to the Optionee or it, as the case may be, and arising out of or in connection with this Agreement against the Company, on the one hand, or against the Optionee, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three (3) years from the date of the act or omission in respect of which such right of action arises.

15. Notices. Each notice relating to the Option Award and this Agreement shall be in writing and delivered in person, by recognized overnight carrier or by certified mail to the proper address. All notices to the Company or the Committee shall be addressed to them at Triton Towers Two, 700 S. Renton Village Place, Seventh Floor, Renton, WA 98057 Attn: General Counsel. All notices to the Optionee shall be addressed to the Optionee or such other person or persons at the Optionee’s address set forth in the

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Company’s records. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

16. Successors. This Agreement shall inure to the benefit of the Company, the Optionee and their respective heirs, executors, administrators, personal representatives, successors and assigns.

17. Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the Applicable Law. If any provision of this Agreement is to any extent invalid under the Applicable Law, that provision will still be effective to the extent it remains valid. The remainder of this Agreement will continue to be valid, and the Agreement will continue to be valid in other jurisdictions.

18. Governing Law. All questions pertaining to the validity, construction and administration of this Agreement shall be determined in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that any person is compelled to bring a claim related to this Agreement, to interpret or enforce the provisions of this Agreement, to recover damages as a result of a breach of the terms of this Agreement, or from any other cause (a “Claim”), such Claim must be processed as follows:

(a) THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by the terms of this Agreement.

(b) The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Agreement will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The parties to the arbitration shall each pay an equal amount of the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.

19. Employment. Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment or service of the Optionee at any time, nor confer upon the Optionee any right to continue employment or other service with the Company or any Subsidiary.

20. Clawback. Any shares of Common Stock issued upon exercise of the Option may be subject to recoupment by the Company to the extent required under applicable laws, rules or regulations in effect from time to time, and the Company’s clawback policy, as in effect from time to time.

21. Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

22. Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

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23. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall apply against any party.

BY WAY OF THEIR EXECUTION OF THE OPTION AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Company and the Optionee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.

 

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EXHIBIT A

NON-STATUTORY OPTION EXERCISE FORM

[DATE]

Radiant Logistics, Inc.

Triton Towers Two

700 S. Renton Village Place

Seventh Floor

Renton, WA 98057

Attention: General Counsel

1. Option Exercise. I hereby elect to exercise my option(s) to purchase the following shares of Common Stock of Radiant Logistics, Inc. under the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”) and the Option Agreement(s) identified below:

Grant #:

________________________________

Grant Date:

________________________________

Number of Shares:

________________________________

Exercise Price Per Share:

$_______________________________

Total Purchase Price:

$_______________________________

2. Payment. I am paying the purchase price of the options as follows (check the applicable form of payment):

_____ I am attaching cash or a check in the amount of $____________, as the total purchase price for the shares.

_____ I have delivered ________ shares of Common Stock of Radiant Logistics, Inc. (the “Company”) that I have previously acquired. I own these shares free and clear of any liens, claims, encumbrances or security interests. I have enclosed the certificates representing these previously acquired shares endorsed or accompanied by an executed assignment separate from certificate. [Please note that this form of payment is only available upon prior approval of the Committee.]

_____ I have delivered irrevocable instructions to a broker to sell a sufficient number of shares of Common Stock of the Company to pay the total purchase price, plus any applicable withholding for federal and state income tax, and to pay such amounts to the Company. [Please note that this form of payment is only available upon prior approval of the Committee.]

The name, address and telephone number of the broker is as follows:

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Name of Firm:

_______________________________________________

Contact:

_______________________________________________

Address:

_______________________________________________

Phone:

_______________________________________________

Fax:

_______________________________________________

[Please also see Section 4 of this Option Exercise Notice, which may prevent you from using this type of “cashless” exercise feature if you possess material non-public information about the Company or its securities at the time of exercise.]

_____ I hereby elect to convert the attached option into shares of Common Stock of the Company on a “net exercise” basis pursuant to Section 6.5(b) of the Plan. [Please note that this form of payment is only available upon prior approval of the Committee.]

_____ I have elected to pay any required withholding with the exercise transaction. Accordingly, I have included $_______, which I would like applied to federal and state taxes as follows:_________________________________________________________.

3. Certificate Delivery. I elect to have my shares of Common Stock delivered as follows:

_____ Please have the shares delivered electronically via DWAC to my brokerage account. Please use the information below to execute the transaction.

Broker DTC number:

____________________________________________

My Account Number:

____________________________________________

_____ Please register the certificate or book-entry notation representing the shares in the name set forth below and send the certificate or evidence of book-entry notation to the following address:

Registered Name:

_______________________________________________

Address:

_______________________________________________

 

_______________________________________________

4. Compliance with Insider Trading Policy. I acknowledge that I have read and understand the Company’s current insider trading policy, including the portions that may, among other things, restrict my ability to exercise my options through a broker sale on the open market or otherwise sell the shares of Common Stock issuable upon exercise of my options. I understand that the information in this letter does not limit in any manner my own, personal responsibilities and obligations under the policy and the securities laws, including, but not limited to, the prohibitions on trading (including by means of a broker assisted option exercise) while I possess material, non-public information or during a blackout period that may be imposed under the policy. I agree to provide a copy of this notice to my broker, and to require his or her compliance with the policy. I understand that the Company may reject any broker exercise completed during a blackout period or that is otherwise prohibited by the policy.

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5. Representations. I acknowledge that I have received, read and understand the Plan and my Non-Statutory Option Award Agreements, which together govern the terms of my option(s) and their exercise. I have also read the current Plan prospectus, the Company’s latest annual report to stockholders and the other public reports and information incorporated by reference into the prospectus in making my decision to exercise my options.

6. Effectiveness and Execution of Transaction. I understand and agree that this exercise election will be subject to acknowledgement by the Company. In the case of a cash exercise, my option exercise will be processed as soon as practicable. In the case of a cashless exercise, I understand it may take longer to process my option exercise.

Submitted by:

Acknowledged by:

Optionee

Broker

By: ______________________________

Firm Name: _________________________

Its: ______________________________

By: ______________________________

Date: ______________________________

Its: ______________________________

 

Date: ______________________________

 

Acknowledged by:

 

Radiant Logistics, Inc.

 

By: ______________________________

 

Its: ______________________________

 

Date: ______________________________

 

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Exhibit 10.7

Option No. [[GRANT NUMBER]]

RADIANT LOGISTICS, INC.

2021 OMNIBUS INCENTIVE PLAN

NON-STATUTORY OPTION AWARD

(Director)

Radiant Logistics, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”) and the Non-Statutory Option Award Agreement (the “Agreement”) attached to this Non-Statutory Option Award (this “Option Award”), hereby grants to the individual named in Section 2 below (the “Optionee”), effective as of the grant date set forth in Section 1 below, the option to purchase the number of shares of the Company’s Common Stock as set forth in Section 3 below, subject to the exercise price as set forth in Section 4 below and vesting as set forth in Section 5 below and the terms and conditions of this Option Award and the Agreement attached to this Option Award.

The terms of this Option Award are subject to all of the provisions of the Plan and the attached Agreement, with such provisions being incorporated herein by reference. All of the capitalized terms used in this Option Award and the Agreement not otherwise defined herein or therein shall have the same meaning as defined in the Plan. A copy of the Plan and the prospectus for the Plan have been delivered to Optionee together with this Option Award and the Agreement.

1. Grant Date:

__________________________________________

2. Name of Optionee:

__________________________________________

3. Number of Underlying Shares of Common Stock:

__________________________________________

(subject to adjustment as provided in the Plan)

 

4. Exercise Price:

__________________________________________

per share (subject to adjustment as provided in the Plan)

5. Vesting of Options (on a cumulative basis and subject to adjustment as provided in the Plan):

Vesting Date

No. of Underlying Shares to be Vested*

 

 

 

 

 

 

 

*Vesting to occur pursuant to Section 3 of the attached Agreement and conditioned upon continued service as a director of the Company as described therein.

6. Expiration Date:

The Optionee acknowledges receipt of, and understands and agrees to be bound by all of the terms, of this Option Award, inclusive of the attached Agreement, and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Optionee and the Company regarding the subject matter contained herein.

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Radiant Logistics, Inc.

Optionee:

By: ______________________________

___________________________________

Title: ______________________________

Date: ______________________________

Date: ______________________________

 

 

 

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NON-STATUTORY OPTION AWARD AGREEMENT

THIS NON-STATUTORY OPTION AWARD AGREEMENT (this “Agreement”) is made as of the grant date set forth in Section 1 of the Non-Statutory Option Award (the “Option Award”) to which this Agreement relates and is attached (the “Grant Date”) between Radiant Logistics, Inc., a Delaware corporation (the “Company”), and the individual identified in Section 2 of the Option Award to which this Agreement relates and is attached (the “Optionee”).

W I T N E S S E T H:

WHEREAS, the Company adopted the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”), which provides for the grant of certain awards, including without limitation, Non-Statutory Options to directors of the Company, with the corresponding right to purchase shares of Common Stock of the Company (the “Common Stock”).

WHEREAS, the Audit and Executive Oversight Committee of the Board of Directors of the Company (the “Committee”) has authorized the grant of a Non-Statutory Options to the Optionee on the date of this Agreement as evidenced by the Option Award to which this Agreement is attached, thereby allowing the Optionee to acquire a proprietary interest in the Company in order that the Optionee will have a further incentive for remaining as a director of the Company.

WHEREAS, this Agreement is prepared in conjunction with and under the terms of the Plan, which are incorporated herein and made a part hereof by reference.

WHEREAS, the Optionee has accepted the grant of Non-Statutory Options evidenced by the Option Award and this Agreement and has agreed to the terms and conditions stated herein and therein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Confirmation of Grant of Option. Pursuant to a determination by the Committee, the Company, subject to the terms of the Plan and this Agreement, hereby grants to the Optionee as a matter of separate inducement and agreement, and in addition to and not in lieu of fees for services, the right to purchase (the “Option”) an aggregate number of shares of Common Stock as is set forth in Section 3 of the Option Award, subject to adjustment as provided in the Plan (such shares, as adjusted, the “Shares”). The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Exercise Price. The exercise price of Shares covered by the Option will be the per share amount set forth in Section 4 of the Option Award, at all times being not less than 100% of the Fair Market Value of one share of Common Stock on the Grant Date, subject to adjustment as provided in the Plan.

3. Vesting and Exercisability of Option. The Option shall vest and become exercisable on the terms and conditions hereinafter set forth:

(a) The Option shall vest and become exercisable (on a cumulative basis) in such installments (after giving effect to any adjustment pursuant to the Plan) and on such vesting dates, as set forth in Section 5 of the Option Award, provided that the Optionee remains a director of the Company as of each such applicable vesting date as indicated in Section 5 of the Option Award. In addition, this Option shall vest and become exercisable to the extent and as provided in Sections 7(b) and (d) and 8 hereof.

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(b) The Option may be exercised pursuant to the provisions of this Section 3 and Sections 7(b) and (d) and 8 hereof, by notice and payment to the Company as provided in Sections 10 and 15 hereof.

4. Term of Option. The term of the Option shall be the period of years from the Grant Date as is set forth in Section 1 of the Option Award and shall expire on the date set forth in Section 6 of the Option Award, subject to earlier termination or cancellation as provided in this Agreement.

5. Non-transferability of Option. The Option shall not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way, and shall not be subject to execution, attachment or other process, except as may be provided in the Plan. Any assignment, transfer, pledge, hypothecation or other disposition of the Option attempted contrary to the provisions of the Plan, or any levy of execution, attachment or other process attempted upon the Option, will be null and void and without effect. Any attempt to make any such assignment, transfer, pledge, hypothecation or other disposition of the Option will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Option under the foregoing provisions of this Section 5 will not prejudice any rights or remedies which the Company may have under this Agreement or otherwise.

6. Exercise Upon Termination of Service as a Director of the Company.

(a) If the Optionee at any time ceases to be a director of the Company for any reason, other than the death or Disability of the Optionee, the Option may, subject to the provisions of Section 5 hereof, be exercised by the Optionee to the same extent the Optionee would have been entitled under Section 3 hereof to exercise the Option immediately prior to such termination of service as a director of the Company, at any time within three (3) months after such termination of service as a director of the Company, at the end of which period the Option, to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder. In no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof.

(b) The Committee may determine in its sole discretion that a change in the Optionee’s status from that of a director of the Company to that of an Employee or a Consultant of the Company or one of its Subsidiaries or Affiliates may not, for purposes of this Agreement, be deemed to result in a termination of such Optionee’s status as a director of the Company, and in such case, all references in this Agreement to the termination of the Optionee’s service as a director of the Company shall instead mean the termination of the Optionee’s employment or other service with the Company or one of its Subsidiaries or Affiliates and all references to vesting being conditioned upon continuous service as a director of the Company shall instead mean continuous service as an Employee or Consultant of the Company or one of its Subsidiaries or Affiliates.

7. Exercise Upon Death or Disability.

(a) If the Optionee dies while he or she is a director of the Company within one (1) year after the Grant Date of the Option, the Option may, subject to the provisions of Section 5 hereof, be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to Optionee’s death), by the estate of the Optionee (or by the person or persons who acquire the right to exercise the Option by written designation of the Optionee) at any time within one (1) year after the death of the Optionee, at the end of which period the Option, to the extent not then exercised, shall terminate and the estate or other beneficiaries shall forfeit all rights hereunder.

(b) If the Optionee dies while he or she is a director of the Company one (1) year or more after the Grant Date, the Option will become immediately vested and exercisable with respect to the number of underlying shares of Common Stock scheduled to vest as set forth in Section 5 of the Option Award on

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the next annual anniversary of the Grant Date, irrespective of Optionee’s death (such date, the “Section 7(b) Deemed Vesting Date”), and the Option may, subject to the provisions of Section 5 hereof, be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to Optionee’s death and becomes vested pursuant to this Section 7(b)), by the estate of the Optionee (or by the person or persons who acquire the right to exercise the Option by written designation of the Optionee) at any time within one (1) year after the death of the Optionee, at the end of which period the Option, to the extent not then exercised, shall terminate and the estate or other beneficiaries shall forfeit all rights hereunder; provided, however, that if Section 5 of the Option Award provides for cliff vesting on a date certain that occurs after the Section 7(b) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 7(b), it shall be assumed that such Option Award vested in equal annual installments over such vesting time period instead of in one installment on the cliff vesting date as indicated in Section 5 of the Option Award and the Option will become immediately vested and exercisable with respect to that number of underlying shares of Common Stock subject to the Option Award that would have vested and become exercisable during the period of time between the Grant Date and the Section 7(b) Deemed Vesting Date. Notwithstanding any of the foregoing, in no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof. By way of example and for clarification and the avoidance of doubt, if the Option Award was scheduled to cliff vest on the three-year anniversary of the Grant Date and the Optionee dies while he or she is a director of the Company on the eighteen (18) month anniversary of the Grant Date, the Option will become immediately vested and exercisable with respect to two-thirds of the underlying shares of Common Stock subject to the Option Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 7(b) Deemed Vesting Date assuming the Option vested in three equal annual installments), and the remaining one-third portion of the Option will terminate, and the vested of the underlying shares of Common Stock subject to the Option Award will remain exercisable for one (1) year after the death of the Optionee or if earlier upon expiration of the term provided in Section 4 hereof.

(c) In the event the Optionee’s service as a director of the Company terminates by reason of his or her Disability while he or she is a director of the Company within one (1) year after the Grant Date, the Option may be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to the termination of the Optionee’s service as a director of the Company), by the Optionee at any time within one (1) year after the date of such termination of the Optionee’s service as a director of the Company, at the end of which period the Option, to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder.

(d) In the event the Optionee’s service as a director of the Company terminates by reason of his or her Disability while he or she is a director of the Company one (1) year or more after the Grant Date, the Option will become immediately vested and exercisable with respect to the number of underlying shares of Common Stock scheduled to vest as set forth in Section 5 of the Option Award on the next annual anniversary of the Grant Date, irrespective of Optionee’s Disability (such date, the “Section 7(d) Deemed Vesting Date”), and the Option may be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to the termination of the Optionee’s service as a director of the Company and becomes vested pursuant to this Section 7(d)) by the Optionee within the period ending one (1) year after the date of such termination of service as a director of the Company, at the end of which period the Option, to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder; provided, however, that if Section 5 of the Option Award provides for cliff vesting on a date certain that occurs after the Section 7(d) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 7(d), it shall be assumed that such Option Award vested in equal annual installments over such vesting time period instead of in one installment on the cliff vesting date as indicated in Section 5 of the Option Award and the Option will become immediately vested and exercisable with respect to that number of underlying shares of Common Stock subject to the Option Award that would have vested and become exercisable during the period of time between the Grant Date and the Section 7(d) Deemed Vesting Date.

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Notwithstanding any of the foregoing, in no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof. By way of example and for clarification and the avoidance of doubt, if the Option Award was scheduled to cliff vest on the three-year anniversary of the Grant Date and the Optionee’s service as a director of the Company terminates by reason of his or her Disability on the eighteen (18) month anniversary of the Grant Date, the Option will become immediately vested and exercisable with respect to two-thirds of the underlying shares of Common Stock subject to the Option Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 7(d) Deemed Vesting Date assuming the Option vested in three equal annual installments), and the remaining one-third of the underlying shares of Common Stock subject to the Option Award will terminate, and the vested portion of the Option will remain exercisable for one (1) year after such termination or if earlier upon expiration of the term provided in Section 4 hereof.

8. Change in Control of the Company. If there is a Change in Control, the Option will be subject to the provisions of Article 15 of the Plan; provided, however, that if the Option is continued, assumed or substituted pursuant to Article 15 of the Plan and either in connection with the Change in Control or within one (1) year following the Change in Control, the Optionee’s service as a director of the Company or any Subsidiary or Affiliate terminates other than as a result of the Optionee’s death, Disability or his or her voluntary resignation, the Option will vest automatically and become immediately exercisable as of such date of termination of Optionee’s termination of service as a director of the Company or any Subsidiary or Affiliate and will remain exercisable until the earlier of the expiration of the term provided in Section 4 hereof or the first anniversary of the date of Optionee’s termination of service as a director of the Company or any Subsidiary or Affiliate.

9. Registration. The shares covered by the Option have been registered and qualified for sale pursuant to the Securities Act of 1933, as amended, by the Company pursuant to a registration statement on Form S-8.

10. Method of Exercise of Option.

(a) Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice in the manner set forth in Exhibit A hereto (the “Notice”) and provision for payment to the Company in accordance with the procedure prescribed herein. Each such Notice shall:

(i) state the election to exercise the Option and the number of Shares with respect to which it is being exercised;

(ii) be signed by the Optionee or the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel to the Company, of the right of such other person or persons to exercise the Option;

(iii) include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such exercise of the Option; and

(iv) be received by the Company on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Company’s executive office in Bellevue, Washington then such written Notice must be received at such office on or before the last regular business day prior to such date of expiration.

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(b) Payment of the purchase price of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Company on the date the Notice is received by the Company (i) by delivering to the Company cash or a certified or bank cashier’s check payable to the order of the Company, (ii) by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, or (iv) by any combination of the foregoing; provided, however, that any payment pursuant to clause (ii), (iii) or (iv) of this Section 10(b) must be approved in advance by the Committee. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months or acquired by the Optionee other than under the Plan (or a similar plan maintained by the Company).

(c) The Option shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 10 and the provisions of Section 11 hereof shall have been complied with, in which event the Option shall be deemed to have been exercised on the date the Notice was received by the Company. Anything in this Agreement to the contrary notwithstanding, any Notice given pursuant to the provisions of this Section 10 shall be void and of no effect if all of the preceding provisions of this Section 10 and the provisions of Section 11 shall not have been complied with.

(d) The certificate or certificates or book-entry notations for shares of Common Stock as to which the Option shall be exercised will be registered in the name of the Optionee (or in the name of the Optionee’s estate or other beneficiary if the Option is exercised after the Optionee’s death), or if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, will be registered in the name of the Optionee and another person jointly, with right of survivorship and will be delivered as soon as practical after the date the Notice is received by the Company (accompanied by full payment of the exercise price), but only upon compliance with all of the provisions of this Agreement.

(e) If the Optionee fails to accept delivery of and pay for all or any part of the number of Shares specified in such Notice, Optionee’s right to exercise the Option with respect to such undelivered Shares may be terminated in the sole discretion of the Committee. The Option may be exercised only with respect to full Shares.

(f) The Company shall not be required to issue or deliver any certificate or certificates or book-entry notations for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

11. Approval of Counsel. The exercise of the Option and the issuance and delivery of shares of Common Stock pursuant to this Agreement shall be subject to approval by the Company’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of

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the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

12. Resale of Common Stock, Etc. If required by counsel for the Company, the stock certificate(s) or book-entry notation(s) for the Common Stock issued upon exercise of the Option shall bear the following (or similar) legend:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.

13. Reservation of Shares. The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.

14. Limitation of Action. The Optionee and the Company each acknowledge that every right of action accruing to the Optionee or it, as the case may be, and arising out of or in connection with this Agreement against the Company, on the one hand, or against the Optionee, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three (3) years from the date of the act or omission in respect of which such right of action arises.

15. Notices. Each notice relating to the Option Award and this Agreement shall be in writing and delivered in person, by recognized overnight carrier or by certified mail to the proper address. All notices to the Company or the Committee shall be addressed to them at Triton Towers Two, 700 S. Renton Village Place, Seventh Floor, Renton, WA 98057 Attn: General Counsel. All notices to the Optionee shall be addressed to the Optionee or such other person or persons at the Optionee’s address set forth in the Company’s records. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

16. Successors. This Agreement shall inure to the benefit of the Company, the Optionee and their respective heirs, executors, administrators, personal representatives, successors and assigns.

17. Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the Applicable Law. If any provision of this Agreement is to any extent invalid under the Applicable Law, that provision will still be effective to the extent it remains valid. The remainder of this Agreement will continue to be valid, and the Agreement will continue to be valid in other jurisdictions.

18. Governing Law. All questions pertaining to the validity, construction and administration of this Agreement shall be determined in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that any person is compelled to bring a claim related to this Agreement, to interpret or enforce the provisions of this Agreement, to recover damages as a result of a breach of the terms of this Agreement, or from any other cause (a “Claim”), such Claim must be processed as follows:

(a) THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by the terms of this Agreement.

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(b) The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Agreement will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The parties to the arbitration shall each pay an equal amount of the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.

19. No Right to Continue Director Service. Nothing in this Agreement will interfere with or limit in any way the right of the Company in accordance with applicable law and the Company’s charter and bylaws to remove the Optionee as a director of the Company at any time, with or without cause, or not to re-elect the Optionee as a director of the Company, nor confer upon the Optionee any right to continue as a director of the Company.

20. Clawback. Any shares of Common Stock issued upon exercise of the Option may be subject to recoupment by the Company to the extent required under applicable laws, rules or regulations in effect from time to time, and the Company’s clawback policy, as in effect from time to time.

21. Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

22. Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

23. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall apply against any party.

BY WAY OF THEIR EXECUTION OF THE OPTION AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Company and the Optionee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.

 

 

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EXHIBIT A

NON-STATUTORY OPTION EXERCISE FORM

[DATE]

Radiant Logistics, Inc.

Triton Towers Two

700 S. Renton Village Place

Seventh Floor

Renton, WA 98057

Attention: General Counsel

1. Option Exercise. I hereby elect to exercise my option(s) to purchase the following shares of Common Stock of Radiant Logistics, Inc. under the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “Plan”) and the Option Agreement(s) identified below:

Grant #:

________________________________

Grant Date:

________________________________

Number of Shares:

________________________________

Exercise Price Per Share:

$_______________________________

Total Purchase Price:

$_______________________________

2. Payment. I am paying the purchase price of the options as follows (check the applicable form of payment):

_____ I am attaching cash or a check in the amount of $____________, as the total purchase price for the shares.

_____ I have delivered ________ shares of Common Stock of Radiant Logistics, Inc. (the “Company”) that I have previously acquired. I own these shares free and clear of any liens, claims, encumbrances or security interests. I have enclosed the certificates representing these previously acquired shares endorsed or accompanied by an executed assignment separate from certificate. [Please note that this form of payment is only available upon prior approval of the Committee.]

_____ I have delivered irrevocable instructions to a broker to sell a sufficient number of shares of Common Stock of the Company to pay the total purchase price, plus any applicable withholding for federal and state income tax, and to pay such amounts to the Company. [Please note that this form of payment is only available upon prior approval of the Committee.]

The name, address and telephone number of the broker is as follows:

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Name of Firm:

_______________________________________________

Contact:

_______________________________________________

Address:

_______________________________________________

Phone:

_______________________________________________

Fax:

_______________________________________________

[Please also see Section 4 of this Option Exercise Notice, which may prevent you from using this type of “cashless” exercise feature if you possess material non-public information about the Company or its securities at the time of exercise.]

_____ I hereby elect to convert the attached option into shares of Common Stock of the Company on a “net exercise” basis pursuant to Section 6.5(b) of the Plan. [Please note that this form of payment is only available upon prior approval of the Committee.]

_____ I have elected to pay any required withholding with the exercise transaction. Accordingly, I have included $_______, which I would like applied to federal and state taxes as follows:_________________________________________________________.

3. Certificate Delivery. I elect to have my shares of Common Stock delivered as follows:

_____ Please have the shares delivered electronically via DWAC to my brokerage account. Please use the information below to execute the transaction.

Broker DTC number:

____________________________________________

My Account Number:

____________________________________________

_____ Please register the certificate or book-entry notation representing the shares in the name set forth below and send the certificate or evidence of book-entry notation to the following address:

Registered Name:

_______________________________________________

Address:

_______________________________________________

 

_______________________________________________

4. Compliance with Insider Trading Policy. I acknowledge that I have read and understand the Company’s current insider trading policy, including the portions that may, among other things, restrict my ability to exercise my options through a broker sale on the open market or otherwise sell the shares of Common Stock issuable upon exercise of my options. I understand that the information in this letter does not limit in any manner my own, personal responsibilities and obligations under the policy and the securities laws, including, but not limited to, the prohibitions on trading (including by means of a broker assisted option exercise) while I possess material, non-public information or during a blackout period that may be imposed under the policy. I agree to provide a copy of this notice to my broker, and to require his or her compliance with the policy. I understand that the Company may reject any broker exercise completed during a blackout period or that is otherwise prohibited by the policy.

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5. Representations. I acknowledge that I have received, read and understand the Plan and my Non-Statutory Option Award Agreements, which together govern the terms of my option(s) and their exercise. I have also read the current Plan prospectus, the Company’s latest annual report to stockholders and the other public reports and information incorporated by reference into the prospectus in making my decision to exercise my options.

6. Effectiveness and Execution of Transaction. I understand and agree that this exercise election will be subject to acknowledgement by the Company. In the case of a cash exercise, my option exercise will be processed as soon as practicable. In the case of a cashless exercise, I understand it may take longer to process my option exercise.

Submitted by:

Acknowledged by:

Optionee

Broker

By: ______________________________

Firm Name: _________________________

Its: ______________________________

By: ______________________________

Date: ______________________________

Its: ______________________________

 

Date: ______________________________

 

Acknowledged by:

 

Radiant Logistics, Inc.

 

By: ______________________________

 

Its: ______________________________

 

Date: ______________________________

 

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