ex10_19.htm


    Exhibit 10.19

     

    

    
 

    [Date]

    


    


    Incentive Stock Option
Agreement

    


    


    To the
Optionee (the "Optionee") executing the reference and signature page(s) (the
"Signature Page") to this Incentive Stock Option Agreement (this
"Agreement").

    


    


    Dear
Optionee:

    


    This
Agreement sets forth the terms under which Forward Air Corporation, a Tennessee
corporation (the "Company"), has awarded you an option to purchase shares of the
$0.01 par value common stock of the Company (the "Common
Stock").  This Agreement, along with the Company’s Amended and
Restated Stock Option and Incentive Plan (the "Plan"), as amended, which is
incorporated herein by reference, Plan Prospectus, Insider Trading Policy and
such additional documents as are furnished by the Company with this Agreement,
constitute the terms and conditions governing the grant of options
hereunder.  Terms not otherwise defined herein shall have the meanings
set forth in the Plan.

    


    This will
confirm the agreement between the Company and the Optionee as
follows:

    


    1.         Grant of
Option.  Pursuant to the Plan, the Company grants to the
Optionee the right and option (the "Option") to purchase all or any part of the
number of shares of Common Stock set forth on the Signature Page (the
"Shares").  The Option is intended to qualify as an incentive stock
option within the meaning and subject to the provisions of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), to the fullest extent
permitted by Code section 422, and this Agreement shall be so
construed.  The Company, however, does not warrant any particular tax
consequences of the Option.

    


    2.         Option
Price.  The option price per Share shall be the "Option Price
per Share" as set forth on the Signature Page (the "Option Price"), representing
one hundred percent (100%) of the Fair Market Value of a share of Common Stock
as determined pursuant to the Plan as of the Grant Date set forth on the
Signature Page.

    


    3.         Term of
Option.  The term of the Option shall commence on the Grant
Date and all rights to purchase Shares hereunder shall cease at 11:59 p.m. on
the Expiration Date set forth on the Signature Page, subject to earlier
termination as provided in the Plan and this Agreement.  Except as may
otherwise be provided in the Plan or this Agreement, the Option granted
hereunder may be cumulative and exercised as follows:

    


    (a)  Subject to the terms and
conditions of the Plan and this Agreement, the Option shall become vested and
exercisable on the dates set forth on the Signature Page, provided that the
Optionee remains continually employed by the Company throughout such period;
provided further, that the Option shall expire on the Expiration Date and must
be exercised, if at all, on or before the Expiration Date or its earlier
termination.  If the Optionee dies while employed by the Company or a
parent or subsidiary of the Company (or within the period of extended
exercisability otherwise provided herein), or if the Optionee’s employment
terminates by reason of Disability, the Option will become fully vested and
exercisable (notwithstanding any terms of the Option providing for delayed
exercisability) and may be exercised by the Optionee, by the legal
representative of the Optionee’s estate, or by the legatee under the Optionee’s
will at any time until the Expiration Date set forth on the Signature
Page.  The Vesting Schedule for the Option is set forth on the
Signature Page.

    


    (b)  For the purpose of this
Agreement, the Optionee shall be deemed to be an eligible employee of the
Company for so long as the Optionee is employed by the Company or a parent or
subsidiary of the Company.  Accordingly, the Option shall be fully
exercisable in accordance with this Section 3, provided
the Optionee continues to be an employee of the Company or a parent or
subsidiary thereof throughout the term of the Option, to such extent that the
Shares are vested.

    


    (c)  Unless otherwise
determined by the Committee at or after the date of grant, in the event that the
employment of the Optionee terminates (other than by reason of death,
Disability, Retirement, or for Cause), the Option, to such extent that it is
vested, may be exercised for a period of 90 days from the date of such
termination or until the Expiration Date set forth on the Signature Page,
whichever period is shorter, and the Option to the extent that it is unvested
shall terminate on the date that the Optionee’s employment
terminates.  If the Optionee’s employment terminates by reason of
Retirement, the Option may thereafter be exercised, to the extent it is vested
at the time of such Retirement, at any time until the Expiration Date set forth
on the Signature Page, and the Option to the extent that it is unvested shall
terminate on the date that the Optionee’s employment terminates.  If
the Optionee’s employment terminates for Cause, the Option, to the extent not
theretofore exercised, shall terminate on the date of termination of employment
regardless of its vested status.

    


    (d)  The Option Price of the
Shares as to which the Option shall be exercised shall be paid in full at the
time of exercise (i) in cash or by certified check or by bank draft; (ii) if the
Committee in its sole discretion permits, by the delivery of unrestricted shares
of Common Stock which shall have an aggregate Fair Market Value determined in
accordance with the Plan equal to the Option Price, including for this purpose
shares otherwise issuable upon exercise of the Option; (iii) by cancellation of
indebtedness of the Company to the Optionee; (iv) by waiver of compensation due
or accrued to the Optionee for services rendered; (v) provided that a public
market for the Common Stock exists, through a "same day sale" commitment from
the Optionee and a broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD Dealer") whereby the Optionee irrevocably elects to
exercise his Option and to sell a portion of the Shares so purchased to pay for
the Option Price and whereby the NASD Dealer irrevocably commits to forward the
Option Price directly to the Company in exchange for receipt of such Shares;
(vi) provided that a public market for the Common Stock exists, through a
"margin" commitment from the Optionee and a NASD Dealer whereby the Optionee
irrevocably elects to exercise the Option and pledge the Shares so purchased to
the NASD Dealer in a margin account as security for a loan from the NASD Dealer
in the amount of the Option Price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the Option Price directly to the
Company, or (vii) any combination of the preceding. Except as provided in Section 3 or Section 5 hereof, the
Option may not be exercised at any time unless the Optionee shall have been
continuously, from the Grant Date to the date of the exercise of the Option, an
employee of the Company or a parent or subsidiary of the
Company.  Additionally, notwithstanding anything in this Agreement to
the contrary, the Option may be exercised at any given time only as to those
Shares covered by the Option which have “vested” at such time, as set forth on
the Vesting Schedule.  The holder of the Option shall not have any of
the rights of a shareholder with respect to Shares covered by the Option until
such time, if ever, as such Shares of Common Stock are actually issued and
delivered to the Optionee.

    


    4.         Nontransferability.  The
Option shall not be transferable otherwise than by will or the laws of descent
and distribution, and the Option may be exercised, during the lifetime of the
Optionee, only by the Optionee.  In the event of the Optionee’s death,
the Option may be exercised by the Optionee’s executor, personal representative,
or the person(s) to whom the Option is transferred by will or the laws of
descent and distribution.  More particularly (but without limiting the
generality of the foregoing), the Option may not be assigned, transferred
(except as provided in Section 6 hereof),
pledged or hypothecated in any way, shall not be assignable by operation of law
and shall not be subject to execution, attachment or similar
process.  Any attempted assignment, transfer, pledge, hypothecation or
other disposition of the Option contrary to the provisions hereof, and the levy
of any execution, attachment or similar process upon the Option, shall be null
and void and without effect.

    


    5.         Termination of
Option.  Except as otherwise provided in the Plan or this
Agreement, this Option shall terminate on the date the Optionee ceases to be an
employee of the Company or a parent or subsidiary of the Company (the
"Termination Date").  The Optionee shall be considered to be an
employee of the Company for all purposes under this Section 5 if the
Compensation Committee determines that the Optionee is rendering substantial
services as a part-time employee to the Company or any parent or subsidiary of
the Company.

    


    6.         Effect of Certain
Changes.

    


    (a)  In the event of the
dissolution or liquidation of the Company, any corporate separation or division
of the Company, including but not limited to, a split-up, split-off or spin-off,
or other similar transactions, the Committee may, in its sole discretion,
provide that either:

    


    
      	
              (i)

            	
              the
      Optionee shall have the right to exercise the Option (at its then Option
      Price) and receive such property, cash, securities, or any combination
      thereof upon such exercise as would have been received with respect to the
      number of shares of Common Stock for which the Option might have been
      exercised immediately prior to such dissolution, liquidation, or corporate
      separation or division; or

            


    

    


    
      	
              (ii)

            	
              the
      Option shall terminate as of a date to be fixed by the Committee and that
      written notice of the date so fixed shall be given to the Optionee, who
      shall have the right, within such period as may be specified by the
      Committee preceding such termination, to exercise all or part of the
      Option.

            


    

    


    (b)  In the event of a
proposed sale of all or substantially all of the assets of the Company or the
merger of the Company with or into another corporation, the Option, to the
extent then outstanding, shall be assumed or an equivalent award shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless such successor corporation does not agree to
assume the award or to substitute an equivalent award, as determined in the
discretion of the Committee, in which case the Committee shall, in lieu of such
assumption or substitution, provide for the realization of the Option in the
manner set forth in Section 6(a)(i) or
6(a)(ii)
above.

    


    (c)  In the event of a
“Change in Control” (as defined in the Plan), the Option, to the extent not
previously vested and exercisable, shall become fully vested and exercisable as
of the date of, and immediately before, such Change in Control.  From
and after such Change in Control, the Committee shall, in the case of a merger,
consolidation or sale or disposition of assets, promptly make an appropriate
adjustment to the amount and kind of shares or other securities or property
receivable upon exercise and the Option Price per Share, and the Committee may,
but is not required to, permit cancellation of the Option in exchange for a cash
payment in an amount equal to the “Spread” (as defined in the
Plan).

    


    7.         Adjustments.  If
there is any change in the shares of Common Stock through the declaration of
extraordinary cash dividends, stock dividends, recapitalization, stock splits,
or combinations or exchanges of such shares, or other similar transactions, the
number and class of Shares subject to the Option and the Option Price per Share
(but not the total purchase price) shall be proportionately adjusted by the
Committee to reflect such change in the issued shares of Common Stock; provided, that any
fractional shares resulting from such adjustment shall be
eliminated.  Adjustments under this Section 7 shall be
made by the Compensation Committee whose determination with respect thereto
shall be final and conclusive.

    


    8.         Notice.  All
notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed, by
United States certified or registered mail, prepaid, to the parties or their
assignees, if to the Company, addressed to Forward Air Corporation,
Attention:  Legal Department, 430 Airport Road, Greeneville,
Tennessee  37745, and if to the Optionee, at the address set forth on
the Signature Page (or such other address as shall be given in writing by either
party to the other).

    


    9.         Method of Exercising
Option.  Subject to the terms and conditions of this Agreement,
the Option may be exercised by written notice to the Company, at its principal
office in the State of Tennessee, which is set forth in Section 8
hereof.  Such notice shall state the election to exercise the Option
and the number of Shares in respect of which it is being exercised and by
payment in full of the Option Price pursuant to Section 3 above, and
the Company shall deliver a certificate or certificates representing the Shares
subject to such exercise as soon as practicable after the notice shall be
received.  The certificate or certificates for the Shares as to which
the Option shall have been so exercised shall be registered in the name of the
person so exercising the Option and shall be delivered as provided above to or
upon the written order of the person exercising the Option.  In the
event the Option shall be exercised by any person other than the Optionee in
accordance with the terms hereof, such notice shall be accompanied by
appropriate proof of right of such person to exercise the Option.  All
Shares that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and nonassessable.  The holder of the
Option shall not be entitled to the privileges of share ownership as to any
shares of Common Stock not actually issued and delivered to the
Optionee.

    


    10.           No Agreement to
Employ.  Nothing in this Agreement shall be construed to
constitute or be evidence of any agreement or understanding, express or implied,
on the part of the Company to employ or retain the Optionee for any specific
period of time.

    


    11.           Market Standoff
Agreement.  The Optionee agrees in connection with any
registration of the Company’s securities that, upon the request of the Company
or the underwriters managing any public offering of the Company’s securities,
the Optionee will not sell or otherwise dispose of any Shares without the prior
written consent of the Company or such underwriters, as the case may be, for a
period of time (not to exceed 120 days) from the effective date of such
registration as the Company or the underwriters may specify.

    


    12.           Stop-Transfer
Notices.  The Optionee understands and agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may
issue appropriate "stop-transfer" instructions to its transfer agent, if any,
and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

    


    13.           Qualified Nature of the
Option.  The Option is intended to qualify as an incentive
stock option within the meaning of Code section 422 (“Incentive Stock
Options”), to the fullest extent permitted by Code
section 422.  Pursuant to Code section 422(d), the aggregate
fair market value (determined as of the Grant Date) of shares of Common Stock
with respect to which all Incentive Stock Options first become exercisable by
the Optionee in any calendar year under the Plan or any other plan of the
Company (and its parent and subsidiary corporations, within the meaning of Code
section 424(e) and (f), as may exist from time to time) may not exceed $100,000
or such other amount as may be permitted from time to time under Code
section 422.  To the extent that such aggregate fair market value
exceeds $100,000 or other applicable amount in any calendar year, such stock
options will be treated as nonstatutory stock options with respect to the amount
of aggregate fair market value thereof that exceeds the Code section 422(d)
limit.  For this purpose, the Incentive Stock Options will be taken
into account in the order in which they were granted.  In such case,
the Company may designate the shares of Common Stock that are to be treated as
stock acquired pursuant to the exercise of Incentive Stock Options and the
shares of Common Stock that are to be treated as stock acquired pursuant to
nonstatutory stock options by issuing separate certificates for such shares and
identifying the certificates as such in the stock transfer records of the
Company.

    


    Code
section 422 provides additional limitations, not set forth in this
Agreement, respecting the treatment of the Option as an Incentive Stock
Options.  The Optionee should consult with his or her personal tax
advisors in this regard.

    


    14.           Notice of Disqualifying
Disposition.  If the Optionee makes a disposition (as that term
is defined in  Code section 424(c)) of any Shares acquired
pursuant to the Option within two years of the Grant Date or within one year
after the Shares are transferred to the Optionee, the Optionee must notify the
Committee of such disposition in writing within 30 days of the
disposition.  The Committee may, in its discretion, take reasonable
steps to ensure notification of such dispositions, including but not limited to
requiring that Shares acquired under the Option be held in an account with a
Company-designated broker dealer until they are sold.

    


    15.           Electronic Delivery of
Documents.  The Company may electronically deliver, via e-mail
or posting on the Company’s website, this Agreement, information with respect to
the Plan or the Option, any amendments to the Agreement, and any reports of the
Company provided generally to the Company’s stockholders.  The
Optionee may receive from the Company, at no cost to the Optionee, a paper copy
of any electronically delivered documents.  Requests should be made to
the Secretary of the Company at 430 Airport Road, Greeneville, Tennessee 37745
(Telephone: (423) 636-7000).

    


    16.           General.  The
Company shall at all times during the term of the Option reserve and keep
available such number of shares of Common Stock as will be sufficient to satisfy
the requirements of this Agreement, shall pay all original issue and transfer
taxes with respect to the issue and transfer of shares pursuant hereto and all
other fees and expenses necessarily incurred by the Company in connection
therewith, and will from time to time use its best efforts to comply with all
laws and regulations, which, in the opinion of counsel for the Company, shall be
applicable thereto.  To the extent that this Agreement differs from
the terms of the Plan, the terms of the Plan shall control.

    


    If the foregoing correctly sets forth
your understanding of the terms and conditions governing the subject matter of
this Agreement, please sign the enclosed Signature Page to this Agreement in the
place indicated and return it to the corporate office.

    


    Very truly
yours,                               


    


    FORWARD AIR CORPORATION

    


    


    


    By:  ________________________

    Bruce A.
Campbell                       


    Chief Executive
Officer                


    and
President