Exhibit
10.46


EXPEDITORS
INTERNATIONAL OF WASHINGTON, INC.

2005 STOCK OPTION PLAN


INCENTIVE STOCK
OPTION AGREEMENT


THIS AGREEMENT is
entered into as of May 4, 2005 (the “Date of Grant”) between Expeditors
International of Washington, Inc., a Washington corporation (the “Company”),
and
                               
(the “Optionee”).


WHEREAS, the
Company has approved and adopted the 2005 Stock Option Plan (the “Plan”),
pursuant to which the Board of Directors is authorized to grant to employees of
the Company and its subsidiaries and affiliates stock options to purchase
common stock, $.01 par value, of the Company (the “Common Stock”);


WHEREAS, the Plan
provides for the granting of stock options that either (i) are intended to
qualify as “Incentive Stock Options” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”), or (ii) do not qualify
under Section 422 of the Code (“Non-Qualified Stock Options”);


WHEREAS, on May 4,
2005 (the “Date of Grant”) the Company authorized the grant to the Optionee of
an Incentive Stock Option to purchase                            
shares of Common Stock (the “Option”);


NOW, THEREFORE,
the Company hereby grants to Optionee the option to purchase, upon the terms
and conditions set forth herein and in the Plan,                            shares
of Common Stock.


1.             Exercise Price.
The exercise price for the Option shall be $48.89 per share.


2.             Limitation on the
Number of Shares. The tax treatment set forth in Section 422 of the Code is
subject to certain limitations. These limitations, which are described in
Section 5(a) of the Plan and are based upon the Code, generally limit the
number of shares that will qualify under Section 422 in any given calendar
year. Under Section 5(a) any portion of an Option that exceeds the annual limit
shall be a “Non-Qualified Stock Option.” The Company can make no representation
that any of this Option will actually qualify under Section 422 when exercised.











3.             Vesting Schedule.


	
  

  	
   

  	
  Portion of Total Option

  	
   

  
	
  Vesting Date

  	
   

  	
  Which Will Be Exercisable

  	
   

  
	
  May 4, 2008

  	
   

  	
  50

  	
  %

  
	
  May 4, 2009

  	
   

  	
  75

  	
  %

  
	
  May 4, 2010

  	
   

  	
  100

  	
  %

  



Upon any Change in
Control of the Company, as defined in the Plan, the Option shall accelerate and
become fully vested and exercisable in accordance with Section 5(n) of the
Plan.


4.             Option Not
Transferable. This Option may not be trans­ferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or otherwise) other
than by will or by the laws of descent and distribution, and shall not be
subject to execution, attachment or similar process. Should any of the
foregoing occur, Section 4 of the Plan provides that this Option shall
terminate and become null and void.


5.             Investment Intent.
By accepting this Option, Optionee represents and agrees for himself, and all
persons who acquire rights in this Option in accordance with the Plan through
Optionee, that none of the shares of Common Stock purchased upon exercise of
this Option will be distributed in violation of applicable federal and state
laws and regulations, and Optionee shall furnish evidence satisfactory to the
Company (including a written and signed representation letter and a consent to
be bound by all transfer restrictions imposed by applicable law, legend condition,
or otherwise) to that effect, prior to delivery of the purchased shares of
Common Stock.


6.             Termination of
Option. A vested Option shall terminate, to the extent not previously
exercised, upon the occurrence of the first of the following events:


(i)            ten years from the
Date of Grant;


(ii)           the termination of
Optionee’s employment with the Company for any reason other than death or
disability; or


(iii)          the expiration of 90 days
from the date of death of the Optionee or the cessation of employment of the Optionee
by reason of Disability.


In the event of
death of the Optionee, the Option shall be exercisable only by the person or
persons to whom the Optionee’s rights under the Option shall pass by the
Optionee’s will or by the laws of descent and distribution of the state or
county of the Optionee’s domicile at the time of death. Each unvested Option
granted pursuant hereto shall termi­nate upon the Optionee’s termination of
employment for any reason whatsoever, including death or Disability.











7.             Stock. In the
case of any stock split, stock divi­dend or like change in the nature of shares
granted by this Agreement, the number of shares and option price shall be
propor­tionately adjusted as set forth in Section 5(m) of the Plan.


8.             Exercise of Option.
Each exercise of this Option shall be by means of written notice delivered to
the Company at its principal executive office in Seattle, Washington,
specifying the number of shares of Common Stock to be purchased and accompanied
by payment in cash, or by certified or cashier’s check payable to the order of
the Company, of the full exercise price for the Common Stock to be purchased. Alternatively,
the Optionee may pay for all or any portion of the exercise price by delivery
of previously acquired shares of Common Stock with a fair market value equal to
or greater than the full exercise price or by complying with any other payment
mechanism which the Plan Administrator may approve at the time of exercise. The
Optionee agrees that he will also pay to the Company the amount necessary for
the Company to satisfy its withholding obligation imposed by the Internal
Revenue Code of 1986, if any.


9.             Holding Period for
Incentive Stock Options. In order to obtain the favorable tax treatment
currently provided by Section 422 of the Code, the shares of Common Stock must
be sold, if at all, after a date which is the later of two (2) years from the
date this agreement is entered into or one (1) year from the date upon which
the Options are exercised. The Optionee agrees to report sales of such shares
prior to the above determined date within one (1) business day after such sale
is concluded. Any tax withholding would be due to the Company at this time.


10.           Optionee
Acknowledgments. Optionee acknowledges that he has read and understands the
terms of this Agreement and that:


(a)           The issuance of shares
of Common Stock pursuant to the exercise of this Option, the issuance of any
securities with respect to such Common Stock by way of a stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or reorganization, and any resale of any such shares of
Common Stock, may only be effected in compliance with applicable state and
federal laws and regulations, including the Securities Act of 1933, as amended
(the “Securities Act”);


(b)           By acceptance of the
Option, he agrees to defend, indemnify and hold the Company harmless from and
against loss or liability arising from the transfer of the Option or any Common
Stock issued pursuant thereto or any interest therein in violation of the
provisions of the Securities Act or of this Option Agreement;


(c)           He agrees that prior to
any exercise of the Option, he will seek access to all information relating to
the merits and risks of acquiring Common Stock necessary to make an informed
decision;


(d)           He is not entitled to
any rights as a share­holder with respect to any shares of Common Stock
issuable here­under until he becomes a shareholder of record;











(e)           The shares of Common
Stock subject hereto may be adjusted in the event of certain organic changes in
the capital structure of the Company or for any other reason permitted by the
Plan; and


(f)            This Agreement does
not constitute an employ­ment agreement nor does it entitle Optionee to any
specific employment or to employment for a period of time, and Optionee’s
continued employment, if any, with the Company shall be at will and is subject
to termination in accordance with the Company’s prevailing policies and any
other agreement between Optionee and the Company.


11.           Professional Advice.
The acceptance and exercise of the Option and the sale of Common Stock issued
pursuant to exercise of the Option may have consequences under federal and
state tax and securities laws which may vary depending on the indivi­dual
circumstances of the Optionee. Accordingly, the Optionee acknowledges that he
has been advised to consult his personal legal and tax advisor in connection
with this Agreement and his dealings with respect to the Option or the Common
Stock.


12.           Notices. Any
notice required or permitted to be made or given hereunder shall be hand
delivered or mailed by certified or registered mail to the addresses set forth
below, or as changed from time to time by written notice to the other.


Notices shall be
deemed received and effective upon the earlier of (i) hand delivery to the
recipient, or (ii) five days after the date of postmark by the United States
Postal Service or its successor.


 


	
  Company:

  	
   

  	
  Expeditors International of

  
	
   

  	
   

  	
  Washington, Inc.

  
	
   

  	
   

  	
  Attention: Stock Option Administration

  
	
   

  	
   

  	
  1015 Third Avenue, 12th Floor

  
	
   

  	
   

  	
  Seattle, Washington 98104

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Optionee:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (address)

  
						



 











13.           Agreement Subject to
Plan. This Option and this Agreement evidencing and confirming the same are
subject to the terms and conditions set forth in the Plan and in any amendments
to the Plan existing now or in the future, which terms and condi­tions are
incorporated herein by reference. A copy will be made available upon request. Should
any conflict exist between the provisions of the Plan and those of this Agree­ment,
those of the Plan shall govern and control. This Agreement and the Plan set
forth the entire understanding between the Company and the Optionee with
respect to the Option and shall be construed and enforced under the laws of the
State of Washington.


Dated as of the
4th day of May, 2005.


	
  EXPEDITORS INTERNATIONAL

  	
   

  	
   

  
	
  OF WASHINGTON,
  INC.

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chairman and C.E.O.