Unassociated Document


    Option
      No. 2005-1

    


    


    RADIANT
      LOGISTICS GROUP, INC.

    


    NON-QUALIFIED
      STOCK OPTION AGREEMENT

    UNDER
      THE

    RADIANT
      LOGISTCS, 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 Logisitcs, Inc. (the "Corporation"), and the
      person named on Schedule A hereto (the "Optionee").

     

    WHEREAS,
      Optionee is a valuable employee of the Corporation or one of its subsidiaries
      and the Corporation considers it desirable and in its best interest that
      Optionee be given an inducement to acquire a proprietary interest in the
      Corporation and an incentive to advance the interests of the Corporation by
      granting the Optionee options (the "Option") to purchase shares of common stock
      of the Corporation (the "Common Stock");

     

    WHEREAS,
      to cover the granting of such Options, the Corporation has adopted The Radiant
      Logistics, Inc. 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 Corporation hereby grants Optionee an option to
      purchase from it, upon the terms and conditions set forth in the Plan, that
      number of shares of the authorized and unissued Common Stock of the Corporation
      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";

     

    (d)  This
      Option shall constitute a Non-Qualified Stock Option which is not intended
      to
      qualify under Section 422 of the Internal Revenue Code of 1986, as
      amended;

     

    (e)  The
      per
      share exercise price for the shares subject to this Option shall be not 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; 

     

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

     

    2.  Change
      of Control Provision.

     

    Notwithstanding
      any provision to the contrary in the Plan, in the event of a "Change of Control"
      (as hereafter defined) during the term of this Option, all Options granted
      hereunder shall fully vest as of the date of the Change of Control.

     

    3.  Termination
      of Holder’s Service to the Company.
      

     

    Notwithstanding
      the terms of the Plan:

     

    (a)  If
      during
      the term of the Options (the “Term”) the Holder shall cease to perform "Service"
      (as hereafter defined) to the Company as a result of such Holder's death, then,
      notwithstanding any provisions otherwise contained in this Option Agreement,
      all
      Options shall fully vest upon Holder’s death and shall be exercisable (by the
      Holder’s personal representative or persons entitled thereto under the Holder’s
      will or the applicable laws of descent and distribution) at any time during
      the
      Term or as otherwise provided in this Agreement.

     

    (b)  If
      during
      the Term the Holder shall cease to perform Service to the Company as a result
      of
      such Holder's “Disability” (as hereafter defined), then, notwithstanding any
      provisions otherwise contained in this Option Agreement, all Options shall
      fully
      vest upon Holder’s Disability and shall be exercisable at any time during the
      Term or as otherwise provided in this Agreement.

     

    (c)  If
      during
      the Term the Holder shall cease to perform Service to the Company as a result
      of
      termination of Holder’s employment by the Company “For Cause” (as hereafter
      defined) or termination or resignation by Holder without “Good Reason” (as
      hereafter defined), then, subject to the last sentence of this paragraph and
      notwithstanding any provisions otherwise contained in this Option Agreement,
      any
      Options then exercisable on the date of such termination or resignation, shall
      only be exercisable for a period of ninety (90) days thereafter; and if not
      exercised within that period, such Options shall lapse and be of no further
      force and effect. Notwithstanding the foregoing, for purposes of this
      subparagraph (c), a “termination or resignation by Holder without Good Reason”
shall not be deemed to have occurred if the Holder’s employment with the Company
      ceases by virtue of the expiration of the term of Holder’s then existing
      employment agreement with the Company; provided, that, Holder otherwise remained
      employed by the Company through the scheduled expiration of such employment
      agreement, then, and in such a case, the Options may be exercised at any time
      thereafter during the Term.

     

    All
      remaining Options not exercisable at the time of Holder’s termination or
      resignation as covered by this subparagraph (c), shall lapse and be of no
      further force and effect.

     

    
      
        
        

      

      
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    (d)  If
      during
      the Term and prior to a Change of Control the Holder shall cease to perform
      Service to the Company as a result of termination of Holder’s employment by the
      Company other than For Cause or by Holder for Good Reason, then, notwithstanding
      any provisions otherwise contained in this Option Agreement Holder shall
      continue to vest in all remaining options as if he had remained employed by
      the
      Company for the remainder of the Term and such Options when vested, may be
      exercised at any time during the Term or as otherwise provided in this
      Agreement.

     

    4.  Definitions.
      For the
      purposes of this Option, the terms set forth below shall be defined as
      follows:

     

    (a)  “Change
      of Control” shall be defined as provided in Holder’s Employment Agreement with
      the Company dated January 13, 2006, as the same may be amended from time to
      time, or if expired or superceded, by the then effective employment agreement
      between Holder and the Company.

     

    (b)  "Disability"
      shall be defined as provided in the Holder’s Employment Agreement with the
      Company dated January 13, 2006, as the same may be amended from time to time,
      or
      if expired or superceded, by the then effective employment agreement between
      Holder and the Company.

     

    (c)  "For
      Cause" shall be defined as provided in the Holder’s Employment Agreement with
      the Company dated January 13, 2006, as the same may be amended from time to
      time, or if expired or superceded, by the then effective employment agreement
      between Holder and the Company.

     

    (d)  “Good
      Reason” shall be defined as provided in the Holder’s Employment Agreement with
      the Company dated January 13, 2006, as the same may be amended from time to
      time, or if expired or superceded, by the then effective employment agreement
      between Holder and the Company.

     

    (e)  "Service"
      means the Holder's employment services rendered to the Company as such services
      are required and delivered by Holder to the Company under Holder’s then
      effective employment agreement with the Company. A Holder's Service with the
      Company shall not be deemed to have terminated if the Holder takes any military
      leave, sick leave, or other bona fide leave of absence approved by the Company;
      provided, however, that if any such leave exceeds ninety (90) days, on the
      ninety-first (91st) day of such leave the Holder's Service shall be deemed
      to
      have terminated unless the Holder's right to return to Service with the Company
      is guaranteed by statute or contract.

     

    5.  Miscellaneous.

     

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

     

    
      
        
        

      

      
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    (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.

     

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

     

    RADIANT
      LOGISTICS, INC.

    


           

    By: /s/
      Stephen M.
      Cohen                                        


    Authorized
      Executive Officer

    


    


    OPTIONEE

    


    


    /s/
      Bohn H.
      Crain                                                        


    Signature

    


    


    Bohn
      H.
      Crain                                                             


    Print
      Name

    


     


    
      
        
        

      

      
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    Schedule
      A

     

    


    


    


    1.     Optionee: Bohn
      H.
      Crain

    


    2.     Grant
      Date: October
      20, 2005

    


    3.     Option
      Termination Date: October 20, 2015

    


    
      
        4.      Number
          of
          Shares of Common Stock covered by the Option: Two Million
          (2,000,000)

      

    

     

    5.     Exercise
      Price:     Option
      on
      1,000,000 Shares of Common Stock at $0.50 per share and Option on 1,000,000
      Shares of Common Stock at $0.75 per share

    


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

    


    (a)
      Options to purchase 200,000 shares at $0.50 per share and the option to purchase
      200,000 shares at $0.75 per share shall vest on October 20, 2006 (the “First
      Vesting Date”) provided Holder remains continuously employed by the Company at
      all times from the Grant Date through the First Vesting Date; and,
      except as otherwise specifically provided for in the attached Option
      Agreement,
      once
      Holder is no longer employed by the Company, for whatever reason, the Options
      that have not yet vested shall lapse, and Holder shall have no right, title
      or
      interest in and to any additional Options except those that last vested prior
      to
      the termination of his employment;

    


    (b)
      Options to purchase 200,000 shares at $0.50 per share and the option to purchase
      200,000 shares at $0.75 per share shall vest on October 20, 2007 (the “Second
      Vesting Date”) provided Holder remains continuously employed by the Company at
      all times from the Grant Date through the Second Vesting Date; and, except
      as otherwise specifically provided for in the attached Option
      Agreement,
      once
      Holder is no longer employed by the Company, for whatever reason, the Options
      that have not yet vested shall lapse, and Holder shall have no right, title
      or
      interest in and to any additional Options except those that last vested prior
      to
      the termination of his employment;

    


    (c)
      Options to purchase 200,000 shares at $0.50 per share and the option to purchase
      200,000 shares at $0.75 per share shall vest on October 20, 2008 (the “Third
      Vesting Date”) provided Holder remains continuously employed by the Company at
      all times from the Grant Date through the Third Vesting Date; and,
      except as otherwise specifically provided for in the attached Option
      Agreement,
      once
      Holder is no longer employed by the Company, for whatever reason, the Options
      that have not yet vested shall lapse, and Holder shall have no right, title
      or
      interest in and to any additional Options except those that last vested prior
      to
      the termination of his employment;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)
      Options to purchase 200,000 shares at $0.50 per share and the option to purchase
      200,000 shares at $0.75 per share shall vest on October 20, 2009 (the “Forth
      Vesting Date”) provided Holder remains continuously employed by the Company at
      all times from the Grant Date through the Fourth Vesting Date; and,
      except as otherwise specifically provided for in the attached Option
      Agreement,
      once
      Holder is no longer employed by the Company, for whatever reason, the Options
      that have not yet vested shall lapse, and Holder shall have no right, title
      or
      interest in and to any additional Options except those that last vested prior
      to
      the termination of his employment;

     

    (e)
      Options to purchase 200,000 shares at $0.50 per share and the option to purchase
      200,000 shares at $0.75 per share shall vest on October 20, 2010 (the “Fifth
      Vesting Date”) provided Holder remains continuously employed by the Company at
      all times from the Grant Date through the Fifth Vesting Date; and,
      except as otherwise specifically provided for in the attached Option
      Agreement,
      once
      Holder is no longer employed by the Company, for whatever reason, the Options
      that have not yet vested shall lapse, and Holder shall have no right, title
      or
      interest in and to any additional Options except those that last vested prior
      to
      the termination of his employment;

    


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

    


    (g)
      As
      otherwise provided for in the Plan or in the attached Option
      Agreement.

    


    7.     If
      at any
      time while the provisions of Section 6(d) of this Schedule remain in effect,
      the
      Company shall split, subdivide or otherwise combine its common stock, into
      a
      different number of securities of the same class, any reference contained herein
      to the closing price of the Company’s common stock shall be proportionately
      adjusted to retain the same relative price and terms as if before such split,
      subdivision or combination.

    


    RADIANT
      LOGISTICS, INC.

    


          
        

    By:  
      /s/ Stephen M.
      Cohen                                      


    Authorized
      Executive Officer

    


    


    OPTIONEE

     

    /s/
      William H.
      Moultrie                                              


    Signature

    
 

    William
      H.
      Moultrie                                                    


    Print
      Name

     

    
      
        
        

      

      
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