Exhibit 10.11


 


STOCK OPTION AGREEMENT


 


STOCK
OPTION AGREEMENT dated as of the Grant Date (as hereafter defined), by and
between SIRVA, Inc., a Delaware corporation (the “Company”), and the
grantee whose name appears on the signature page hereof (the “Grantee”).


 


W  I
T  N  E  S  S  E  T  H:


 


WHEREAS,
to motivate key employees, consultants and non-employee directors of the
Company and the Subsidiaries by providing them an ownership interest in the
Company, the Board of Directors of the Company (the “Board”) has established,
and the shareholders of the Company have approved, the SIRVA, Inc. Amended and
Restated Omnibus Stock Incentive Plan, as the same may be amended from time to
time (the “Plan”); and


 


WHEREAS,
pursuant to the Plan, the Compensation Committee of the Board (the “Committee”)
has authorized the grant to the Grantee of non-qualified stock options to
purchase the aggregate number of shares of Common Stock listed on Schedule A
hereto under the heading “Total Number of Shares Subject to the Options” (each,
a “Share” and, collectively, the “Shares”), at the exercise price
per Share listed on Schedule A hereto under the heading “Exercise Price”; and


 


WHEREAS,
the Grantee and the Company desire to enter into an agreement to evidence and
confirm the grant of such stock options on the terms and conditions set forth
herein.


 


NOW,
THEREFORE, to evidence the stock options so granted, and to set forth the terms
and conditions governing such stock options, the Company and the Grantee hereby
agree as follows:


 


1.             Certain
Definitions. Capitalized terms used herein without definition shall have
the meanings set forth in the Plan. As used in this Agreement, the following
terms shall have the following meanings:


 


(a)           “Aggregate Exercise
Price” shall have the meaning set forth in Section 6 hereof.


 


(b)           “Alternative Option”
shall have the meaning set forth in Section 9(c) hereof.


 


(c)           “Business” shall
have the meaning set forth in Section 4(c) hereof.


 


(d)           “Covered Options”
shall have the meaning set forth in Section 4(b) hereof.


 





















 


(e)           “Exercise Date”
shall have the meaning set forth in Section 6 hereof.


 


(f)            “Exercise Price”
shall mean, with respect to each Share covered by an Option, the exercise price
at which the Grantee may purchase such Share specified in Section 2(b) hereof.


 


(g)           “Exercise Shares”
shall have the meaning set forth in Section 6 hereof.


 


(h)           “Financial Gain”
shall have the meaning set forth in Section 4(c) hereof.


 


(i)            “Grant Date”
shall mean the date specified on Schedule A hereto under the heading “Grant Date”,
which is the date on which the Options are granted to the Grantee.


 


(j)            “Grantee” shall
have the meaning set forth in the introductory paragraph hereto.


 


(k)           “Normal Expiration
Date” shall mean the seventh anniversary of the date hereof.


 


(l)            “One-Year Date”
shall have the meaning set forth in Section 4(c) hereof.


 


(m)          “Option” shall
mean the right granted to the Grantee hereunder to purchase one share of Common
Stock for a purchase price equal to the Exercise Price and otherwise subject to
the terms and conditions of this Agreement.


 


(n)           “Securities Act”
shall mean the U.S. Securities Act of 1933, as amended.


 


(o)           “Share” or “Shares”
shall have the meaning specified in the preambles hereto.


 


(p)           “Sufficient Shares”
shall mean the smallest number of Shares which, when sold, will produce an
amount at least equal to the relevant Tax Liability (after deduction of
brokerage and any other charges or taxes on the sale).


 


(q)           “Taxable Event”
means any of the following events which may give rise to liabilities for income
tax, with or without corresponding liabilities for national insurance
contributions (or their equivalents in any jurisdiction):


 


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(i)            the exercise of the
Option; or


 


(ii)           any other taxable event
in relation to the Option; or


 


(iii)          the sale of Shares
acquired on exercise of the Option; or


 


(iv)          any other taxable event
in relation to shares acquired on exercise of the Option.


 


(r)            “Tax Liability”
means
the total of:


 


(i)            any PAYE income tax
and primary class 1 (employee) national insurance contributions (or any similar
liability to withhold amounts in respect of income tax or social security
contribution in any jurisdiction) that the Company or any employer (or former
employer) of the Grantee is liable to account for as a result of any Taxable
Event; and


 


(ii)           if such amounts may be
lawfully recovered from the Grantee, any secondary class 1 (employer) national
insurance contributions (or any similar liability for social security
contribution in any jurisdiction) that the Company or any employer (or former
employer) of the Grantee is liable to pay as a result of any Taxable Event.


 


(s)           “Wrongful Conduct”
shall have the meaning set forth in Section 4(c) hereof.


 


(t)            “Wrongful Conduct
Period” shall have the meaning set forth in Section 4(c) hereof.


 


2.             Grant of Options.


 


(a)           Confirmation of
Grant. The Company hereby evidences and confirms its grant to the Grantee,
effective as of the date hereof, of Options to purchase the number of Shares listed
on Schedule A hereto under the heading “Total Number of Shares Subject to the
Options”. The Options are not intended to be incentive stock options under the
U.S. Internal Revenue Code of 1986, as amended. This Agreement is subordinate
to, and the terms and conditions of the Options granted hereunder are subject
to, the terms and conditions of the Plan, which are incorporated by reference
herein. If there is any inconsistency between the terms hereof and the terms of
the Plan, the terms of the Plan shall govern.


 


(b)           Exercise Price. Each
Share covered by an Option shall have the Exercise Price specified on Schedule
A hereto under the heading “Exercise Price”, subject to adjustment as provided
in the Plan. As of the date hereof, the


 


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Exercise Price is not less than the fair market value
of one share of Common Stock as determined under section 409A of the Code.


 


3.             Exercisability.


 


(a)           Options. Except
as otherwise provided in Section 7(a) of this Agreement and subject to the
continuous employment of the Grantee with the Company or one or more of the
Subsidiaries until the applicable vesting date, the Options shall become vested
as specified on Schedule A hereto under the heading “Vesting Schedule”.


 


(b)           Conditions. The
Committee, in its sole discretion, may accelerate the vesting or exercisability
of any Option, all Options or any class of Options, at any time and from time
to time. Shares covered by vested Options may, subject to the provisions
hereof, be purchased at any time and from time to time on or after the date the
corresponding Options become vested in accordance with the provisions of this
Section 3 until the date one day prior to the date on which such Options
terminate.


 


4.             Termination of
Options.


 


(a)           Normal Expiration
Date. Subject to Sections 4 and 7, the Options shall terminate and be
canceled on the Normal Expiration Date.


 


(b)           Early Termination.


 


(i)            Except as provided in
this Section 4 and Section 7, if the Grantee’s employment with the Company or
any Subsidiary is voluntarily or involuntarily terminated for any reason prior
to the Normal Expiration Date, any Options held by the Grantee that have not
become vested on or before the effective date of such termination of employment
shall terminate and be canceled immediately upon such termination of employment.
For purposes of the Plan, all Options held by the Grantee on the effective date
of such termination of employment that shall have become vested on or before
such effective date shall be referred to as the “Covered Options.”


 


(ii)           Notwithstanding
anything to the contrary contained herein, but subject to the provisions of
Section 7, following a termination of Grantee’s employment by reason of such
Grantee’s death or Disability, all of the Grantee’s Options (whether or not
then vested or exercisable) shall become immediately exercisable in full and
shall remain exercisable solely until the twelve-month anniversary of the date
of such termination of employment (even if such anniversary falls after the Normal
Expiration


 


4

















 


Date), and shall automatically terminate and be
canceled upon the expiration of such period.


 


(iii)          Subject to the
provisions of Section 7, following a termination of Grantee’s employment by
reason of the Grantee’s Retirement, the Covered Options shall remain
exercisable until the first to occur of (A) the twelve-month anniversary
following the date of such Grantee’s Retirement, or (B) the Normal
Expiration Date; provided that, if the Grantee agrees to be bound by certain
restrictive covenants, including customary non-competition, non-solicitation,
non-disclosure and non-disparagement covenants, then during the three-year
period following the Grantee’s Retirement, the Covered Options shall remain
exercisable until the earlier of (1) the third anniversary of the Grantee’s
Retirement or, if the Grantee dies prior to the third anniversary of his
Retirement, the twelve-month anniversary following the date of the Grantee’s
death and (2) the Normal Expiration Date; and any Options that are not Covered
Options shall continue to become exercisable in accordance with their
respective terms during such three-year period as if the Grantee’s employment
had not terminated due to his Retirement, and shall automatically terminate and
be canceled upon the earlier of (x) the expiration of whichever of such
periods is applicable and (y) the breach by the Grantee of any of such
covenants.


 


(iv)          Subject to the
provisions of Section 7, if the Grantee’s employment is terminated for any
reason other than (x) Retirement, (y) death or Disability or (z)
for Cause, the Covered Options shall remain exercisable solely until the first
to occur of (A) the 60th day following the date of such termination and
(B) the Normal Expiration Date, and shall automatically terminate and be
canceled upon the expiration of whichever of such periods is applicable.


 


(v)           Notwithstanding
anything else contained in this Agreement, if the Grantee’s employment with the
Company or any Subsidiary is terminated for Cause (or if, following the date of
termination of the Grantee’s employment for any reason, the Committee
determines that circumstances exist such that the Grantee’s employment could
have been terminated for Cause), all Options (whether or not then vested or
exercisable) shall automatically terminate and be canceled immediately upon
such termination.


 


(c)           Forfeiture. By
accepting these Options, the Grantee acknowledges and agrees that the Options
have been granted as an incentive to the Grantee to remain employed by the
Company and the Subsidiaries, and to use his or her best


 


5

















 


efforts to enhance the value of the Company and the
Subsidiaries over the long-term. Accordingly, notwithstanding anything
contained in this Agreement to the contrary, if, (A) during the Grantee’s
employment with the Company or any Subsidiary, (B) during any
post-termination option exercise period, or (C) during the period ending
one (1) year after the expiration of any post-termination option exercise
period (the date such period expires, the “One-Year Date”), the Grantee,
except with the prior written consent of the Committee,


 


(i)  directly or
indirectly, owns any interest in, operates, joins, controls or participates as
a partner, director, principal, officer, or agent of, enters into the
employment of, acts as a consultant to, or performs any services for any entity
which has operations that compete with any business of the Company and the
Subsidiaries in which the Grantee was employed (in any capacity) in any
jurisdiction in which such business is engaged, or in which any of the Company
and the Subsidiaries have documented plans to become engaged of which the
Grantee has knowledge at the time of the Grantee’s termination of employment
(the “Business”), except where (x) the Grantee’s interest or
association with such entity is unrelated to the Business, (y) such
entity’s gross revenue from the Business is less than 10% of such entity’s
total gross revenue, and (z) the Grantee’s interest is directly or
indirectly less than two percent (2%) of the Business;


 


(ii)  directly
or indirectly, solicits for employment, employs or otherwise interferes with
the relationship of the Company or any of its Affiliates with any natural person
throughout the world who is or was employed by or otherwise engaged to perform
services for the Company or any of its Affiliates at any time during the
Grantee’s employment with the Company or any Subsidiary (in the case of any
such activity during such time) or during the twelve-month period preceding
such solicitation, employment or interference (in the case of any such activity
after the termination of the Grantee’s employment); or


 


(iii)  directly
or indirectly, discloses or misuses any confidential information of the Company
or any of its Affiliate (such activities to be collectively referred to as “Wrongful
Conduct”), then


 


all Options granted hereunder, to the extent they
remain unexercised, shall automatically terminate and be canceled immediately as
of the date on which the Grantee first engaged in such Wrongful Conduct and, in
such case and in the case of the Grantee’s termination for Cause, the Grantee
shall pay to the Company in cash any Financial Gain the Grantee realized from
exercising all or a portion of the Options granted hereunder within the period
commencing six (6) months prior to the termination of the Grantee’s employment
and ending on the One-Year Date (such period, the “Wrongful Conduct Period”).
For


 


6

















 


purposes of this Section 4(c), “Financial Gain”
shall equal, on each date of exercise during the Wrongful Conduct Period, the
excess of (x) the greater of (I) the Fair Market Value on the
date of exercise and (II) the Fair Market Value on the date of sale of
the Exercise Shares, over (y) the Exercise Price, multiplied by the
number of shares of Common Stock purchased pursuant to the exercise (without
reduction for any shares of Common Stock surrendered or attested to). By
executing this Option Agreement, the Grantee hereby consents to and authorizes
the Company and the Subsidiaries to deduct from any amounts payable by such
entities to the Grantee any amounts the Grantee owes to the Company under this
Section 4(c). This right of set-off is in addition to any other remedies the
Company may have against the Grantee for the Grantee’s breach of this Agreement.
The Grantee’s obligations under this Section 4(c) shall be cumulative (but not
duplicative) of any similar obligations the Grantee has under this Agreement or
pursuant to any other agreement with the Company or any Subsidiary.


 


5.             Restrictions
on Exercise; Non-Transferability of Options.


 


(a)           Restrictions on Exercise. Once vested in accordance with the
provisions of this Agreement, the Options may be exercised only with respect to
full shares of Common Stock. No fractional shares of Common Stock shall be
issued. Notwithstanding any other provision of this Agreement, the Options may
not be exercised in whole or in part, and no certificates representing Shares
shall be delivered, (i) unless all requisite approvals and consents of
any governmental authority of any kind having jurisdiction over the exercise of
the Options shall have been secured, and (ii) unless Section 5(c)
shall have been satisfied.


 


(b)           Non-Transferability
of Options. The Options may be exercised only by the Grantee or, following
his death, by the Grantee’s estate. The Options are not assignable or
transferable, in whole or in part, and may not, directly or indirectly, be offered,
transferred, sold, pledged, assigned, alienated, hypothecated or otherwise
disposed of or encumbered (including without limitation by gift, operation of
law or otherwise) other than by will or by the laws of descent and distribution
to the estate of the Grantee upon the Grantee’s death, provided that the
deceased Grantee’s beneficiary or the representative of the Grantee’s estate
shall acknowledge and agree in writing, in a form reasonably acceptable to the
Company, to be bound by the provisions of this Agreement and the Plan as if
such beneficiary or the estate were the Grantee.


 


(c)           Withholding. Whenever
Shares are to be issued pursuant to the Options, the Company may require the
recipient of the Shares to remit to the Company an amount in cash sufficient to
satisfy the statutory minimum U.S. federal, state and local and non-U.S. tax
withholding requirements as a condition to the issuance of such Shares. In the
event any cash is paid to the Grantee or the Grantee’s estate or beneficiary
pursuant to Section 7 hereof or Article X of the


 


7

















 


Plan, the Company shall have the right to withhold an
amount from such payment sufficient to satisfy the statutory minimum U.S.
federal, state and local and non-U.S. tax withholding requirements. The
Committee may, in its discretion, require or permit the Grantee to elect,
subject to such conditions as the Committee shall impose, to meet such
obligations by having the Company withhold the least number of Shares having a
Fair Market Value sufficient to satisfy all or part of the Grantee’s estimated
total statutory minimum U.S. federal, state, and local and non-U.S. tax
obligation with respect to the issuance of Shares upon exercise of Options.


 


(d)           Additional United
Kingdom Tax Provisions.


 


(i)            Without limiting the
generality of Section 5(c) or Section 13.4 of the Plan, the Grantee irrevocably
agrees to (A) pay to the Company, his employer or former employer (as
appropriate) the amount of any Tax Liability and (B) enter into
arrangements to the satisfaction of the Company, his employer or former
employer (as appropriate) for payment of any Tax Liability. In addition, the Grantee
irrevocably agrees that (I) the Grantee will reimburse the Company, his
employer or former employer (as appropriate) for any secondary class 1
(employer) national insurance contributions (or any similar liability for
social security contribution in any jurisdiction) which (x) the Company
or any employer (or former employer) of the Grantee is liable to pay as a
result of any Taxable Event; and (y) may be lawfully recovered by the
Company or any employer (or former employer) from the Grantee and (II) at
the request of the Company, his employer or former employer, the Grantee shall
join that person in making a valid election to transfer to the Grantee the
whole or any part of the liability for secondary class 1 (employer) national
insurance contributions (or any similar liability for social security
contribution in any jurisdiction) described in clause (I) of this sentence.


 


(ii)           If (A) the
Grantee does not fulfil his obligations arising under the first sentence of
Section 5(d)(i) in respect of any Tax Liability relating to the exercise of the
Option within seven days after the date of exercise and (B) Shares are
readily saleable at that time, the Company shall withhold Sufficient Shares
from the Shares which would otherwise be delivered to the Grantee. From the net
proceeds of sale of those withheld Shares, the Company shall (I) retain
(if the Company is to account for or pay the relevant Tax Liability), (II)
pay to the Grantee’s employer or former employer (if that person is liable to
account for or pay the relevant Tax Liability), or (III) an amount equal
to the Tax Liability, and shall pay any balance to the Grantee. The Grantee’s
obligations under


 


8

















 


Section 5(d)(i) shall not be affected by any failure
of the Company to withhold shares under this Section 5(d)(ii).


 


(iii)          The Grantee irrevocably
agrees to enter into a joint election in respect of the Option Shares under
section 431(1) or section 431(2) of ITEPA 2003, if required to do so by the
Company, his employer or former employer, on or before the date of exercise of
the Option.


 


(iv)          The Grantee hereby
appoints the Company (acting by any of its directors from time to time) as the
Grantee’s agent and attorney to (A) sell the Sufficient Shares specified
in Section 5(d)(ii) and deal with the proceeds of that sale in accordance with Section
5(d)(ii); and (II) execute any joint election required to be entered
into under Section 5(d)(iii), in the Grantee’s name and on the Grantee’s behalf.
The Company may appoint one or more persons to act as substitute agent(s) and
attorney(s) for the Grantee and to exercise one or more of the powers conferred
on the Company by the power of attorney set out in this Section 5(d)(iv), other
than the power to appoint a substitute attorney. The Company may subsequently
revoke any such appointment. The power of attorney set out in this Section 5(d)(iv)
shall be irrevocable, save with the consent of the Company, and is given by way
of security to secure the interest of the Company (for itself and as trustee
under this Agreement on behalf of any employer or former employer of the Grantee)
as a person liable to account for or pay any relevant Tax Liability. The
Grantee declares that a person who deals in good faith with the Company or any
substitute attorney as the Grantee’s attorney appointed under this Section 5(d)(iv)
may accept a written statement signed by that person to the effect that this
power of attorney has not been revoked as conclusive evidence of that fact.


 


(v)           As the Grantee is an
employee in the United Kingdom the provisions of this Section 5(d) (but only
this Section 5(d)) shall be governed by and construed in accordance with laws
of England and Wales.


 


6.             Manner
of Exercise. To the extent that any outstanding Options shall have become
and remain vested and exercisable as provided in Sections 3 and 4 and subject
to such reasonable administrative regulations as the Committee may have
adopted, such Options may be exercised, in whole or in part, by notice to the
Secretary of the Company in writing given at least 5 business days prior to the
date as of which the Grantee will so exercise the Options (the “Exercise
Date”), specifying the number of whole Shares with respect to which the
Options are being exercised (the “Exercise Shares”) and the aggregate
Exercise Price for such Exercise Shares. On or before the Exercise Date, the
Grantee (i) shall deliver to the Company full payment for the Exercise
Shares in United


 


9

















 


States dollars in cash, or cash equivalents
satisfactory to the Company, and in an amount equal to the product of the
number of Exercise Shares, multiplied by the Exercise Price (such product, the “Aggregate
Exercise Price”) and (ii) the Company shall deliver to the Grantee a
certificate or certificates representing the Exercise Shares and registered in
the name of the Grantee. In lieu of tendering cash, the Grantee may tender
shares of Common Stock that have been owned by the Grantee for at least six
months, having an aggregate Fair Market Value on the Exercise Date equal to the
Aggregate Exercise Price or may deliver a combination of cash and such shares
of Common Stock having an aggregate Fair Market Value equal to the difference
between the Aggregate Exercise Price and the amount of such cash as payment of
the Aggregate Exercise Price, subject to such rules and regulations as may be
adopted by the Committee to provide for the compliance of such payment
procedure with applicable law, including Section 16(b) of the Exchange Act. The
Company may require the Grantee to furnish or execute such other documents as
the Company shall reasonably deem necessary (i) to evidence such
exercise and (ii) to comply with or satisfy the requirements of the
Securities Act, applicable state or non-U.S. securities laws or any other law.


 


7.             Change in Control.


 


(a)           Options. Subject
to Section 7(c), in the event of a Change in Control, all of the Options
outstanding immediately prior to the consummation of the transaction
constituting the Change in Control (regardless of whether such Options are at
such time otherwise vested or exercisable) shall become exercisable or, at the
discretion of the Committee, any or all of such Options shall be canceled in
exchange for a payment in accordance with Section 7(b) of an amount equal to
the product of (i) the Change in Control Price over the Exercise Price,
multiplied by (ii) the aggregate number of Shares covered by all such
Options immediately prior to the Change in Control.


 


(b)           Timing of Option
Cancelation Payments. Payment of the amount calculated in accordance with
Section 7(a) shall be made in cash or, if determined by the Committee (as
constituted immediately prior to the Change in Control), in shares of the
common stock of the New Employer having an aggregate fair market value equal to
such amount and shall be payable in full, as soon as reasonably practicable,
but in no event later than 30 days, following the Change in Control. For
purposes hereof, the fair market value of a share of common stock of the New
Employer shall be determined by the Committee (as constituted immediately prior
to the Change in Control), in good faith.


 


(c)           Alternative Options.
Notwithstanding Sections 7(a) and 7(b), no cancellation, termination,
acceleration of exercisability or vesting or settlement or other payment shall
occur with respect to any Option if the Committee (as constituted immediately
prior to the consummation of the transaction constituting


 


10

















 


the Change in Control) reasonably determines, in good
faith, prior to the Change in Control that the Options shall be honored or
assumed, or new rights substituted therefor (such honored, assumed or
substituted Option being hereinafter referred to as an “Alternative Option”)
by the New Employer, provided that any Alternative Options must:


 


(i)  be based on
shares of voting capital stock that are traded on an established U.S.
securities market;


 


(ii)  provide
the Grantee with rights and entitlements substantially equivalent to the rights
and entitlements applicable under the terms of the Options immediately prior to
the consummation of the transaction constituting the Change in Control,
including, but not limited to, an identical exercise and vesting schedule and
identical timing and methods of exercise or payment;


 


(iii)  have
substantially equivalent economic value to the Options (determined at the time
of the Change in Control);


 


(iv)  have terms
and conditions which provide that in the event that the Grantee suffers an
involuntary termination within two years following a Change in Control any
conditions on the Grantee’s rights under, or any restrictions on transfer or
exercisability applicable to, each such Alternative Option shall be waived or
shall lapse, as the case may be; and


 


(v)  not be
subject to the requirements of section 409A of the Code.


 


8.             No
Rights as Stockholder. The Grantee shall have no voting or other rights as
a stockholder of the Company with respect to any Shares covered by the Options
until the exercise of the Options and the issuance of a certificate or
certificates to the Grantee for such Shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such certificate or certificates.


 


9.             Capital
Adjustments. Subject to the terms of the Plan, in the event of any
Adjustment Event affecting the Common Stock such that an adjustment is required
to preserve, or to prevent enlargement of the benefits or potential benefits
made available to the Grantee under the Plan or this Agreement, then the
Committee shall, in such manner as the Committee shall deem equitable, adjust
any or all of the number of shares of Common Stock covered by the Options and
the grant, exercise or conversion price with respect to such Options. In
addition, the Committee may make provision for a cash payment to the Grantee. The
number of shares of Common Stock subject to any Option shall be rounded to the
nearest whole number. Notwithstanding anything to the contrary


 


11

















 


contained in this Section 9, the Committee shall not
make any adjustment that would cause the Options to be subject to the
requirements of section 409A of the Code.


 


10.           Miscellaneous.


 


(a)           Notices. All
notices and other communications required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given if
delivered personally or sent by certified or express mail, return receipt
requested, postage prepaid, or by any recognized international equivalent of
such delivery, to the Company or the Grantee, as the case may be, at the
following addresses or to such other address as the Company or the Grantee, as
the case may be, shall specify by notice to the others:


 


(i)  if to the
Company, to it at:


 


SIRVA,
Inc.

Law Department

700 Oakmont Lane

Westmont, Illinois  60559

Attention:  General Counsel


 


(ii)  if to the
Grantee, to the Grantee at the address specified on Schedule A hereto under the
heading “Grantee’s Address”.


 


All such notices and communications shall be deemed to
have been received on the date of delivery if delivered personally or on the
third business day after the mailing thereof, provided that the party giving
such notice or communication shall have attempted to telephone the party or
parties to which notice is being given during regular business hours on or
before the day such notice or communication is being sent, to advise such party
or parties that such notice is being sent.


 


(b)           Binding Effect;
Benefits. This Agreement shall be binding upon and inure to the benefit of
the parties to this Agreement and their respective successors and assigns. Nothing
in this Agreement, express or implied, is intended or shall be construed to
give any person other than the parties to this Agreement or their respective
successors or assigns any legal or equitable right, remedy or claim under or in
respect of any agreement or any provision contained herein.


 


(c)           Waiver; Amendment.


 


(i)            Waiver. Any
party hereto or beneficiary hereof may by written notice to the other parties (A)
extend the time for the performance of any of the obligations or other actions
of the other parties under this


 


12

















 


Agreement, (B) waive compliance with any of the
conditions or covenants of the other parties contained in this Agreement and (C)
waive or modify performance of any of the obligations of the other parties
under this Agreement. Except as provided in the preceding sentence, no action
taken pursuant to this Agreement, including, without limitation, any
investigation by or on behalf of any party or beneficiary, shall be deemed to
constitute a waiver by the party or beneficiary taking such action of
compliance with any representations, warranties, covenants or agreements
contained herein. The waiver by any party hereto or beneficiary hereof of a
breach of any provision of this Agreement shall not operate or be construed as
a waiver of any preceding or succeeding breach and no failure by a party or
beneficiary to exercise any right or privilege hereunder shall be deemed a
waiver of such party’s or beneficiary’s rights or privileges hereunder or shall
be deemed a waiver of such party’s or beneficiary’s rights to exercise the same
at any subsequent time or times hereunder.


 


(ii)           Amendment. This
Agreement may not be amended, modified or supplemented orally, but only by a
written instrument executed by the Grantee and the Company; provided, that,
notwithstanding anything to the contrary contained in this Agreement, without
the Grantee’s consent, the Committee may amend (such amendment to have the
minimum economic effect necessary, as determined by the Committee in its sold
discretion) this Agreement in such manner as may be necessary or appropriate to
exempt the Options from section 409A of the Code.


 


(d)           Assignability. Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder
or by reason hereof shall be assignable by the Company or the Grantee without
the prior written consent of the other parties; provided that the Company may
assign all or any portion of its rights hereunder to one or more persons or
other entities designated by it in connection with a Change in Control of the
Company.


 


(e)           Applicable Law. EXCEPT  AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE
CORPORATE LAW OF THE STATE OF DELAWARE SPECIFICALLY AND MANDATORILY APPLIES.


 


(f)            Consent to
Electronic Delivery. By executing this Agreement, Grantee hereby consents
to the delivery of information (including, without


 


13

















 


limitation, information required to be delivered to
the Grantee pursuant to applicable securities laws) regarding the Company and
the Subsidiaries, the Plan, the Options and the Shares subject to the Options
via Company web site or other electronic delivery.


 


(g)           Severability; Blue
Pencil. In the event that any one or more of the provisions of this
Agreement shall be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein shall not be affected thereby. Grantee and the Company agree that the
covenants contained in this Agreement are reasonable covenants under the
circumstances, and further agree that if, in the opinion of any court of
competent jurisdiction such covenants are not reasonable in any respect, such
court shall have the right, power and authority to excise or modify such
provision or provisions of these covenants as to the court shall appear not reasonable
and to enforce the remainder of these covenants as so amended.


 


(h)           Section and Other
Headings, etc. The section and other headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.


 


(i)            No Guarantee of
Employment. Nothing in this Agreement shall interfere with or limit in any
way the right of the Company or any Subsidiary to terminate the Grantee’s
employment at any time, nor to confer upon the Grantee any right to continue in
the employ of the Company or any Subsidiary.


 


(j)            Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the
same instrument.


 


(k)           Delegation. All
of the powers, duties and responsibilities of the Committee specified in this
Agreement may, to the full extent permitted by applicable law, be exercised and
performed by the Board of Directors of the Company or any duly constituted
committee thereof to the extent authorized by the Board or the Committee to
exercise and perform such powers, duties and responsibilities.


 


(l)            Gender and Number.
Except when otherwise indicated by the context, words in the masculine gender
used herein shall include the feminine gender, the singular shall include the
plural, and the plural shall include the singular.


 


-Signature page follows-


 


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IN
WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of
the Grant Date.


 


	
   

  	
  SIRVA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: «Name»

  
					



 

















 


Schedule A


 


Option
Grant Information


 


	
  Grantee

  	
  «name»

  
	
   

  	
   

  
	
  Grantee Address

  	
  «address»

  «citystatezip»

  
	
   

  	
   

  
	
  Grant Date

  	
  «grantdate»

  
	
   

  	
   

  
	
  Total Number of Shares Subject to
  the Options

  	
  «options»

  
	
   

  	
   

  
	
  Exercise Price

  	
  «exerciseprice»

  
	
   

  	
   

  
	
  Vesting Schedule

  	
  Over four (4) years in equal installments on each of
  the first four anniversaries of the Grant Date, subject to the Grantee’s
  continuous employment with the Company or a Subsidiary from the Grant Date to
  such anniversary