Exhibit 10.8


 


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


 


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


 


2

















 


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 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


 


3

















 


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 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


 


4

















 


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 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


 


5

















 


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 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


 


6

















 


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 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.


 


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 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


 


7

















 


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 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;


 


8

















 


(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 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


 


9

















 


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 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


 


10

















 


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. 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 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


 


11

















 


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-


 


12

















 


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 two (2) years in equal installments on each of
  the first two 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