exv10w2



 





Exhibit 10.2




SWIFT TRANSPORTATION CO., INC.

2003 STOCK INCENTIVE PLAN

NON-STATUTORY STOCK OPTION AGREEMENT




     BY THIS STOCK OPTION AGREEMENT (“Agreement”) made and entered into this
3rd day of November, 2004 (“Grant Date”), SWIFT TRANSPORTATION CO., INC., a
Nevada corporation (the “Company”) and Robert W. Cunningham, a key employee of
the Company (the “Optionee”) hereby state, confirm, represent, warrant and
agree as follows:



I.

RECITALS




     1.1 The Company, through its Board of Directors (the “Board”), has
determined that in order to attract and retain the best available personnel for
positions of substantial responsibility to provide successful management of the
Company’s business, it must offer a compensation package that provides key
employees of the Company a chance to participate financially in the success of
the Company by developing an equity interest in it.



     1.2 As part of the compensation package, the Company had adopted the Swift
Transportation Co., Inc. 2003 Stock Incentive Plan (the “Plan”) effective as of
May 22, 2003.



     1.3 Shareholders of the Company have adopted and approved the Plan on May
22, 2003 authorizing 5,000,000 shares for issuance.



     1.4 By this Agreement, the Company and the Optionee desire to establish
the terms upon which the Company is willing to grant to the Optionee, and upon
which the Optionee is willing to accept from the Company an option to purchase
shares of common stock of the Company (“Common Stock” or “Shares”).



II.

AGREEMENTS




     2.1 Grant of Non-Statutory Stock Option. Subject to the terms and
conditions hereinafter set forth and those provisions set forth and those
contained in the Plan, the Company grants to the Optionee the right and option
(the “Option”) to purchase from the Company all or any part of an aggregate
number of Five Hundred Thousand (500,000) shares (such number being subject to
adjustment as provided in Section 2.7 hereof and Article 11 of the Plan) of
Common Stock authorized but unissued or, at the option of the Company, treasury
stock if available (the “Optioned Shares”).



     2.2 Exercise of Option. Subject to the terms and conditions of this
Agreement and those of the Plan, the Option may be exercised only by setting up
an account and electronically signing this Agreement through the administrator,
Etrade Financial.



     2.3 Purchase Price. The price to be paid for the Optioned Shares (the
“Purchase Price”) shall be
$19.13 per share.



 









 





     2.4 Payment of Purchase Price. Payment of the Purchase Price may be made
as follows:




     (a) In United States dollars in cash, or by check, promissory
note or other property acceptable to the Company, or




     (b) At the election of the Optionee, through the delivery of
 shares of Common Stock held for longer than six (6) months with an
aggregate “Fair Market Value” (as defined in the Plan) at the date
of such delivery, equal to the Purchase Price, or




     (c) By a combination of both (a) and (b) above.



The Board shall determine acceptable methods for rendering Common Stock as
payment upon exercise of an Option and may impose such limitations and
conditions on the use of Common Stock to exercise an Option as it deems
appropriate. At the election of the Optionee pursuant to Article 13 of the
Plan, and subject to the acceptance of such election by the Board, to satisfy
the Company’s withholding obligations, it may retain such number of shares of
Common Stock subject to the exercised Option which have an aggregate Fair
Market Value on the date of exercise equal to the Company’s aggregate federal,
state, local and foreign tax withholding and FICA and FUTA obligations with
respect to income generated by the exercise of the Option by Optionee.



     2.5
Exercisability of Option. Subject to the provisions of Paragraph 2.8,
and except as otherwise provided in Paragraph 2.8 the Option may be exercised
by the Optionee while in the employ of Company which shall include any parent
(“Parent”) or subsidiary (“Subsidiary”) corporation of the Company as defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended (the “Code”), in whole or in part from time to time, but only in
accordance with the following schedule:



	 	 	 	 	 
	Elapsed Number of Years	 	Cumulative Percentage of
	After Grant Date Which Option May Be Exercised
	 	Shares Subject to Options As To

	1
	 	 	20	%
	2
	 	 	40	%
	3
	 	 	60	%
	4
	 	 	80	%
	5
	 	 	100	%







For purposes of the foregoing schedule, a year is measured from the Grant Date
to the anniversary of the Grant Date and between anniversary dates
thereof. In accordance with Paragraph 2.8(b) hereof, the Options
shall be one hundred percent (100%) vested upon the termination of
Optionee’s employment by the Company without cause (as that term
is defined in the Employment Agreement, dated of even date herewith,
between the Company and Optionee, or pursuant to the applicable
provisions of any amendment thereto or replacement employment
agreement (such employment agreement or replacement thereof, as the
same may be amended from time to time, being referred to herein as,
the “Employment Agreement”)) or upon termination of
Optionee’s employment by Optionee for good reason (as that term
is defined in the Employment Agreement).



     2.6 Termination of Option. Except as otherwise provided herein, the
Option, to the extent not heretofore exercised, shall terminate upon the first
to occur of the following dates:




     (a) Thirty (30) days after the termination of the Optionee’s
employment other than for death or Disability (as defined in the
Plan);



2









 






     (b) Termination of the Optionee’s employment on account of
Disability before the Option lapses, unless it is previously
exercised, on the earlier of (i) the scheduled termination date of
the Option; or (ii) 12 months after the date of the Optionee’s
termination of employment on account of Disability. Upon the
Optionee’s Disability, any Options exercisable at the Optionee’s
Disability may be exercised by the Optionee’s legal representative
or representatives;




     (c) One year after the Optionee’s death; or




     (d) Ten years from the Grant Date, except in the event of
death.



     2.7 Adjustments. In the event of any stock split, reverse stock split,
stock dividend, combination or reclassification of shares of Common Stock or
any other increase or decrease in the number of issued shares of Common Stock,
the number and kind of Optioned Shares (including any Option outstanding after
termination of employment or death) and the Purchase Price per share shall be
proportionately and appropriately adjusted without any change in the aggregate
Purchase Price to be paid therefor upon exercise of the Option. The
determination by the Board as to the terms of any of the foregoing adjustments
shall be conclusive and binding.



     2.8 Change of Control; Other Acceleration.





     (a) If a “Change of Control” (as defined in the Plan) occurs,
options subject to this Agreement are converted, assumed, or replaced by
a successor, and the Optionee’s employment with the Company is terminated
without Cause within 18 months following the date of the Change of
Control, all outstanding options subject to this Agreement shall become
fully exercisable. If a Change of Control occurs and options subject to
this Agreement are not converted, assumed, or replaced by a successor,
all outstanding options subject to this Agreement shall become fully
exercisable.




     (b)
In addition and notwithstanding the foregoing, all outstanding options subject
to this Agreement shall become fully exercisable if and to the extent
provided pursuant to the terms of the Employment Agreement.



     2.9 Notices. Any notice to be given under the terms of the Agreement
(“Notice”) shall be addressed to the Company in care of its secretary at 2200
South 75th Avenue, Phoenix, Arizona 85043, or at its then current corporate
headquarters. Notice to be given to the Optionee shall be addressed to him or
her at his or her then current residential address as appearing on the payroll
records. Notice shall be deemed duly given when enclosed in a properly sealed
envelope and deposited by certified mail, return receipt requested, in a post
office or branch post office regularly maintained by the United States
Government.



     2.10 Transferability of Option. The Option shall not be transferable by
the Optionee otherwise than by the will or the laws of descent and
distribution, and may be exercised during the life of the Optionee only by the
Optionee.



3









 





     2.11 Optionee Not a Shareholder. The Optionee shall not be deemed for any
purposes to be a shareholder of the Company with respect to any of the Optioned
Shares except to the extent that the Option herein granted shall have been
exercised with respect thereto and a stock certificate issued therefor.



     2.12 Disputes or Disagreements. As a condition of the granting of the
Option herein granted, the Optionee agrees, for himself and his personal
representatives, that any disputes or disagreement which may arise under or as
a result of or pursuant to this Agreement shall be determined by the Board in
its sole discretion, and that any interpretation by the Board of the terms of
this Agreement shall be final, binding and conclusive.



     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its duly authorized officer, and the Optionee has hereunto affixed his or
her signature.



	 	 	 	 	 
	 	 	SWIFT TRANSPORTATION CO., INC., a
	 	 	Nevada corporation
	 
	 	 	 	 
	

	 	By	 	/s/ Jerry Moyes
	

	 	 	 	
 
	 	 	Its: Chief Executive Officer
	 
	 	 	 	 
	 	 	/s/ Robert W. Cunningham
 
	 	 	“OPTIONEE”








4