Unassociated Document


    Option
      No. 2006-__

    


    


    RADIANT
      LOGISTICS, INC.

    
 

    STOCK
      OPTION AGREEMENT

    UNDER
      THE

    RADIANT
      LOGISTICS, INC.

    2005
      STOCK INCENTIVE PLAN (the "Plan")

    


    


    


    This
      Agreement is made as of the date set forth on Schedule A hereto (the "Grant
      Date") by and between Radiant Logistics, Inc. (the "Company"), and the person
      named on Schedule A hereto (the "Optionee").

     

    WHEREAS,
      Optionee is a valuable employee of either the Company or any Company
      Participating Group (hereinafter collectively or separately referred to as
      the
“Company”), which includes all subsidiaries of the Company, and whereas the
      Company considers it desirable and in its best interest that Optionee be given
      an inducement to acquire a proprietary interest in the Company and an incentive
      to advance the interests of the Company by granting the Optionee an option
      to
      purchase shares of common stock of the Company (the "Common Stock");
      and

     

    WHEREAS,
      to cover the granting of such Options, the Company has adopted the 2005 Stock
      Incentive Plan (the "Plan").

     

    NOW,
      THEREFORE, the parties hereto, intending to be legally bound, hereby agree
      that
      as of the Grant Date, the Company hereby grants Optionee an option (the
“Option”) to purchase from it, upon the terms and conditions set forth in this
      Agreement and the Plan, that number of shares of the authorized and unissued
      Common Stock of the Company as is set forth on Schedule A hereto.

     

    1.  Terms
      of Stock Option.
      The
      Option to purchase Common Stock granted hereby is subject to the terms,
      conditions, and covenants set forth in the Plan as well as the
      following:

     

    
      	(a)  	
               The
                Optionee has been
                provided with, reviewed and fully understood, the terms, conditions
                and
                covenants, of the Plan;

            


    

     

    
      	(b)  	
               This
                Option is granted
                under, and subject in its entirety to, the terms of the
                Plan;

            


    

     

    
      	(c)  	
               The
                Optionee has been
                provided with, and fully understands, the "Disclosure Document for
                the
                Radiant Logistics, Inc. 2005 Stock Incentive Plan "(the “Disclosure
                Document”);

            


    

     

    
      
        
          
            
              	
                    	(d)	
                      This
                        Option is not intended to be an Incentive Stock Option (“ISO") to the
                        extent that it may not qualify as such under Section 422
                        of the Internal
                        Revenue Code of 1986, as amended (the "Code"), but the Company
                        does not
                        represent or warrant the tax treatment of this Option under
                        the Code. The
                        Optionee should consult with the Optionee's own tax advisors
                        regarding the
                        tax consequences of this Option and the requirements necessary
                        to obtain
                        favorable income tax treatment under Section 422 of the Code.
                        To the
                        extent that all or a portion of the Option does not qualify
                        as an ISO, the
                        portion of the Option that does not qualify as an ISO shall
                        be treated as
                        a nonstatutory option or as otherwise required by applicable
                        tax
                        law;

                    


            

          

        

      

    

    


    
      	(e)  	
              The
                per share exercise price for the shares subject to this Option shall
                be no
                less than the Fair Market Value (as defined in the Plan) of the Common
                Stock on the Grant Date, which exercise price is set forth on Schedule
                A
                hereto;

            


    

     

    
      	(f)  	
              This
                Option shall vest in accordance with the vesting schedule set forth
                on
                Schedule A hereto, subject to whatever other limitations are set
                forth
                within the Plan or contained in this Agreement;


            


    

    


    
      	(g)  	
              No
                portion of this Option may be exercised more than ten (10) years
                from the
                Grant Date; and

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
            	(h)	
              This
                Option shall be subject to the restrictions on transferability set
                forth
                within the Plan.

            


    

    


    


    2.     Miscellaneous.

     

    
      	
            	(a)	
              This
                Agreement is binding upon the parties hereto and their respective
                heirs,
                personal  representatives,
                successors and assigns.

            


    

     

    
      	
            	(b)	
              This
                Agreement will be governed and interpreted in accordance with the
                laws of
                the State  of
                Delaware, and may be executed in more than one counterpart, each
                of which
                shall constitute
                an original document.

            


    

     

    
      	
            	(c)	
              No
                alterations, amendments, changes or additions to this agreement will
                be
                binding upon  either
                the Corporation or Optionee unless reduced to writing and signed
                by both
                parties.

            


    

     

    
      	
            	(d)	
              Capitalized
                terms used within this Agreement unless otherwise defined, shall
                have
                the meaning
                ascribed thereto in the Plan.

            


    

    


    
      	
            	(e)	
              Nothing
                contained herein shall be construed as a guarantee of continued employment
                of  Optionee
                for any specific duration of time.

            


    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the Grant
      Date.

     

    RADIANT
      LOGISTICS, INC.

    


    


    By:/s/
      Bohn H.
      Crain                                                 


    Authorized
      Executive Officer

    


    


    OPTIONEE

    


    /s/
      William H.
      Moultrie                                               


    Signature

    


    


    William
      H.
      Moultrie                                                     


    Print
      Name

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Schedule
      A

    


    1.     Optionee:
      William H. Moultrie

    


    2.     Grant
      Date: January 11, 2006

     

    3.     Number
      of
      Shares of Common Stock covered by the Option: 50,000

     

    4.     Exercise
      Price: $0.44

    


    5.     The
      Option shall vest in accordance with the following schedule:

    


    
      	 	
              (i)

            	
              Options
                to purchase 10,000 shares
                shall vest on January 11, 2007 (the “First Anniversary Date”) provided
                Optionee remains continuously employed by the Company from the Grant
                Date
                through the First Anniversary Date; and if Optionee shall not remain
                continuously employed by the Company through the First Anniversary
                Date,
                Optionee shall forfeit upon such termination of Service (as defined
                in the
                Plan), the right to vest in all of the Options granted under this
                Agreement;

            


    

     

    
      	 	
              (ii)

            	
              thereafter,
                on January 11, 2008 (the “Second Anniversary Date”), Options to purchase
                10,000 shares
                shall vest provided Optionee remains continuously employed by the
                Company
                from the Grant Date through the Second Anniversary Date; and if a
                termination of Service occurs prior to the Second Anniversary Date,
                all of
                the unvested Options as of the date such termination of Service shall
                no
                longer continue to vest after such termination of Service, and thereafter
                Optionee shall forfeit any and all rights to any unvested
                Options;

            


    

     

    
      	 	
              (iii)

            	
              thereafter,
                on January 11, 2009 (the “Third Anniversary Date”), Options to purchase
                10,000 shares
                shall vest provided Optionee remains continuously employed by the
                Company
                from the Grant Date through the Third Anniversary Date; and if a
                termination of Service occurs prior to the Third Anniversary Date,
                all of
                the unvested Options as of the date of such termination of Service
                shall
                no longer continue to vest after such termination of Service, and
                thereafter Optionee shall forfeit any and all rights to any unvested
                Options;

            


    

     

    
      	 	
              (iv)

            	
              thereafter,
                on January 11, 2010 (the “Fourth Anniversary Date”), Options to purchase
                10,000 shares shall vest provided Optionee remains continuously employed
                by the Company from the Grant Date through the Fourth Anniversary
                Date;
                and if a termination of Service occurs prior to the Fourth Anniversary
                Date, all of the unvested Options as of the date of such termination
                of
                Service shall no longer continue to vest after such termination of
                Service, and thereafter Optionee shall forfeit any and all rights
                to any
                unvested Options;

            


    

     

    
      	 	
              (v)

            	
              thereafter,
                on January 11, 2011 (the “Fifth Anniversary Date”), Options to purchase
                10,000 shares
                shall vest provided Optionee remains continuously employed by the
                Company
                from the Grant Date through the Fifth Anniversary Date; and if a
                termination of Service occurs prior to the Fifth Anniversary Date,
                all of
                the unvested Options as of the date of such termination of Service
                shall
                no longer continue to vest after such termination of Service, and
                thereafter Optionee shall forfeit any and all rights to any unvested
                Options;

            


    

     

    (vi) upon
      whatever earlier dates as are permitted by the Company in its sole discretion;
      or

     

    
      	 	
              (vii)

            	
              as
                otherwise provided for, and in accordance with, the terms and provisions
                of the Plan.

            


    

     

    6.      Once
      a
      termination of Service occurs, all Options to which Optionee is then entitled
      to
      exercise may only be exercised, if at all, in accordance with, and subject
      to,
      the terms and provisions of the Plan. 

     

     

     

    RADIANT
      LOGISTICS, INC.

    


    By:
      /s/ Bohn H.
      Crain                                                   


    Authorized
      Executive Officer

    


    


    OPTIONEE

     

    /s/
      William H.
      Moultrie                                              


    Signature

    


     William
      H.
      Moultrie                                                  



    Print
      Name

     

    
      
        
        

      

      
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