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As filed with the Securities and Exchange Commission on June 19, 1996 File No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Hub Group, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 36-4007085 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 377 East Butterfield Road, Suite 700 Lombard, Illinois 60148 (Address of Principal Executive Offices) (Zip Code) Hub Group, Inc. 1996 Long-Term Incentive Plan (Full Title of the Plan) Mark A. Yeager Hub Group, Inc. 377 East Butterfield Road, Suite 700 Lombard, Illinois 60148 (Name and Address of Agent For Service) (708) 271-3600 (Telephone Number, Including Area Code, of Agent For Service) ______________________
CALCULATION OF REGISTRATION FEE ===================================================================================================== Proposed Proposed Maximum Maximum Title of Securities to be Amount to be Offering Price Aggregate Amount of Registered Registered Per Share(1) Offering Price Registration Fee - ------------------------------------------------------------------------------------------------------ Common Stock, par value $.01 per share............... 362,500 Shares(1) $14.0000 $5,075,000.00 $1,750.00 - ------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share............... 87,500 Shares(2) $20.3125 $1,777,343.75 $612.88 - ------------------------------------------------------------------------------------------------------- Total.......................... 450,000 Shares $2,362.88 ======================================================================================================= (1) Pursuant to Rule 457(h)(1), computed on the basis of the price at which the options may be exercised. (2) Pursuant to Rule 457(h)(1), computed on the basis of the average of the high and low sales prices on June 13, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which have heretofore been filed by Hub Group, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), File No. 0-27754, are incorporated by reference herein and shall be deemed to be a part hereof: (a) Prospectus dated March 13, 1996 filed with the Commission under Rule 424(b)(4); (b) The description of Common Stock included in the Company's Registration Statement on Form 8-A filed with the Commission on February 13, 1996; (c) Quarterly Report on Form 10-Q for the Quarter ended March 31, 1996; and (d) Form 8-K filed with the Commission on May 17, 1996. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. (a) The Delaware General Corporation Law ("GCL") (Section 145) gives Delaware corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions, gives a director or officer who successfully defends an action the right to be so indemnified, and authorizes the Registrant to buy directors' and officers' liability insurance. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-laws, agreement, vote of stockholders or otherwise. (b) Article Eleventh of the Certificate of Incorporation of the Registrant permits, and Article VI of the ByLaws of the Registrant provides for, indemnification of directors, officers, employees and agents to the fullest extent permitted by law. (c) In accordance with Section 102(b)(7) of the Delaware GCL, the Registrant's Certificate of Incorporation provides that directors shall not be liable for monetary damages for breaches of their fiduciary duty as directors except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware GCL as the same exists or may be amended. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See Index to Exhibits which is incorporated herein by reference. Item 9. Undertakings. The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions of the registrant's articles of incorporation or by-laws or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lombard, Illinois, on June 18, 1996. HUB GROUP, INC. By /s/ David P. Yeager --------------------- David P. Yeager Chief Executive Officer and Vice Chairman POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints David P. Yeager, Mark A. Yeager, William L. Crowder and Thomas L. Hardin and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on June 18, 1996. Title ----- /s/ David P. Yeager Vice-chairman, David P. Yeager Chief Executive Officer and Director /s/ William L. Crowder Vice President--Finance William L. Crowder and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Phillip C. Yeager Chairman and Director Phillip C. Yeager /s/ Thomas L. Hardin President, Chief Operating Thomas L. Hardin Officer and Director /s/ Charles R. Reaves Director Charles R. Reaves /s/ Martin P. Slark Director Martin P. Slark /s/ Gary D. Eppen Director Gary D. Eppen EXHIBIT INDEX Exhibit Sequential Number Description of Exhibit Page Number - ------- ----------------------- ------------ 4.1 Restated Certificate of Incorporation (incorporated by reference to Exhibits 3.1 and 3.3 to Registration Statement on Form S-1, Registration Statement No. 33-90210) 4.2 By-Laws (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1, Registration Statement No. 33-90210) 4.3 Hub Group, Inc. 1996 Long-Term Incentive Plan.................................... 5.1 Opinion of Mayer, Brown & Platt......... 23.1 Consent of Mayer, Brown & Platt (included in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP.......... 24.1 Powers of Attorney (included on the signature page of the registration statement)
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
HUB GROUP, INC.
1996 LONG-TERM INCENTIVE PLAN
HUB GROUP, INC.
---------------
Certificate
-----------
I, ___________________, _____________________ of Hub Group,
Inc., having in my custody and possession the corporate records
of said corporation, do hereby certify that attached hereto is a
true and correct copy of the Hub Group, Inc. 1996 Long-Term
Incentive Plan as in effect January 1, 1996.
WITNESS my hand this ___ day of __________________, 1996.
_______________________________
As Aforesaid
TABLE OF CONTENTS
SECTION 1. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1. Purpose. . . . . . . . . . . . . . . . . . . . . 1
1.2. Participation. . . . . . . . . . . . . . . . . . 1
1.3. Operation and Administration . . . . . . . . . . 2
SECTION 2. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1. Definition . . . . . . . . . . . . . . . . . . . 2
2.2. Eligibility. . . . . . . . . . . . . . . . . . . 2
2.3. Price. . . . . . . . . . . . . . . . . . . . . . 2
2.4. Exercise . . . . . . . . . . . . . . . . . . . . 3
2.5. Post-Exercise Limitations. . . . . . . . . . . . 4
2.6. Expiration Date. . . . . . . . . . . . . . . . . 4
2.7. Reload of Option . . . . . . . . . . . . . . . . 4
2.8. Dividend Equivalents . . . . . . . . . . . . . . 4
SECTION 3. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
STOCK APPRECIATION RIGHTS. . . . . . . . . . . . . . . . . 5
3.1. Definition . . . . . . . . . . . . . . . . . . . 5
3.2. Eligibility. . . . . . . . . . . . . . . . . . . 5
3.3. Exercise . . . . . . . . . . . . . . . . . . . . 5
3.4. Settlement of Award. . . . . . . . . . . . . . . 6
3.5. Post-Exercise Limitations. . . . . . . . . . . . 6
3.6. Expiration Date. . . . . . . . . . . . . . . . . 6
3.7. Dividend Equivalents . . . . . . . . . . . . . . .6
SECTION 4. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
RESTRICTED STOCK . . . . . . . . . . . . . . . . . . . . . 7
4.1. Definition . . . . . . . . . . . . . . . . . . . 7
4.2. Eligibility. . . . . . . . . . . . . . . . . . . 7
4.3. Terms and Conditions of Awards . . . . . . . . . 7
SECTION 5. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PERFORMANCE UNITS. . . . . . . . . . . . . . . . . . . . . 8
5.1. Definition . . . . . . . . . . . . . . . . . . . 8
5.2. Eligibility. . . . . . . . . . . . . . . . . . . 8
5.3. Terms and Conditions of Awards . . . . . . . . . 8
5.4. Payment. . . . . . . . . . . . . . . . . . . . . 9
5.5. Termination during Performance Period. . . . . . 9
SECTION 6. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
DIRECTORS AUTOMATIC OPTION GRANT . . . . . . . . . . . . . 9
6.1. Definition . . . . . . . . . . . . . . . . . . . 9
6.2. Participation. . . . . . . . . . . . . . . . . . 9
6.3. Price. . . . . . . . . . . . . . . . . . . . . . 10
6.4. Exercise . . . . . . . . . . . . . . . . . . . . 10
6.5. Expiration Date. . . . . . . . . . . . . . . . . 11
6.6. Agreement With Company . . . . . . . . . . . . . 11
6.7. Limitation on Amendment. . . . . . . . . . . . . 11
SECTION 7. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
OPERATION AND ADMINISTRATION . . . . . . . . . . . . . . . 12
7.1. Effective Date . . . . . . . . . . . . . . . . . 12
7.2. Shares Subject to Plan . . . . . . . . . . . . . 12
7.3. Adjustments to Shares. . . . . . . . . . . . . . 12
7.4. Limit on Distribution. . . . . . . . . . . . . . 15
7.5. Liability for Cash Payments. . . . . . . . . . . 15
7.6. Performance-Based Compensation . . . . . . . . . 15
7.7. Withholding. . . . . . . . . . . . . . . . . . . 16
7.8. Transferability. . . . . . . . . . . . . . . . . 16
7.9. Administration . . . . . . . . . . . . . . . . . 16
7.10. Notices. . . . . . . . . . . . . . . . . . . . . 16
7.11. Form and Time of Elections . . . . . . . . . . . 16
7.12. Agreement With Company . . . . . . . . . . . . . 17
7.13. Limitation of Implied Rights.. . . . . . . . . . 17
7.14. Benefits Under Qualified Retirement Plans. . . . 17
7.15. Evidence . . . . . . . . . . . . . . . . . . . . 17
7.16. Action by Employers. . . . . . . . . . . . . . . 18
7.17. Gender and Number. . . . . . . . . . . . . . . . 18
7.18. Defined Terms. . . . . . . . . . . . . . . . . . 18
SECTION 8. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . 20
8.1. Selection of Committee . . . . . . . . . . . . . 20
8.2. Powers of Committee. . . . . . . . . . . . . . . 20
8.3. Delegation by Committee. . . . . . . . . . . . . 21
8.4. Information to be Furnished to Committee . . . . 21
8.5. Liability and Indemnification of Committee . . . 21
SECTION 9. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
AMENDMENT AND TERMINATION. . . . . . . . . . . . . . . . . 22
HUB GROUP, INC.
1996 LONG-TERM INCENTIVE PLAN
-----------------------------
SECTION 1
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GENERAL
-------
1.1. Purpose. The Hub Group, Inc. 1996 Long-Term Incentive
Plan (the "Plan") has been established by Hub Group, Inc. (the
"Company") to:
(a) attract and retain key executive and managerial employees;
(b) attract and retain the services of experienced and
knowledgeable directors;
(c) motivate participating employees, by means of appropriate
incentives, to achieve long-range goals;
(d) provide incentive compensation opportunities that are
competitive with those of other corporations; and
(e) further identify Participants' interests with those of the
Company's other shareholders through compensation that is
based on the Company's common stock;
and thereby promote the long-term financial interest of the
Company and the Related Companies, including the growth in value
of the Company's equity and enhancement of long-term shareholder
return.
1.2. Participation. Participation in the Plan shall be
subject to the following:
(a) Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time,
from among the employees of the Employers who are key
executives or managerial employees, those persons who will
be granted one or more Awards under the Plan, and thereby
become "Participants" in the Plan. In the discretion of the
Committee, and subject to the terms of the Plan, a
Participant may be granted any Award permitted under the
provisions of the Plan, and more than one Award may be
granted to a Participant. However, the right to receive an
Option under Section 6 shall be subject to the limitations
of that section.
(b) Subject to the terms and conditions of the Plan, Eligible
Directors shall receive Option Awards in accordance with the
provisions of Section 6, and thereby become "Participants"
in the Plan. Individuals shall not be eligible for Awards
under Sections 2, 3, 4 and 5 during the period in which they
are Eligible Directors.
Except as otherwise provided by the Committee and consented to by
the Participant, or except as otherwise provided in the Plan, an
Award under the Plan shall not affect any previous Award under
the Plan or an award under any other plan maintained by the
Company or the Related Companies.
1.3. Operation and Administration. The operation and
administration of the Plan, including the Awards made under the
Plan, shall be subject to the provisions of Section 7.
Capitalized terms in the Plan shall be defined as set forth in
the Plan (including subsection 7.18 of the Plan).
SECTION 2
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OPTIONS
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2.1. Definitions. The grant of an Option under this
Section 2 entitles the Participant to purchase shares of Stock at
a price fixed at the time the Option is granted, or at a price
determined under a method established at the time the Option is
granted, subject to the terms of this Section 2. Options granted
under this Section 2 may be either Incentive Stock Options or
Non-Qualified Stock Options, as determined in the discretion of
the Committee. A "Non-Qualified Option" is an Option that is not
intended to be an "incentive stock option" as that term is
described in section 422(b) of the Code. An "Incentive Stock
Option" is an Option that is intended to satisfy the requirements
applicable to an "incentive stock option" described in section
422(b) of the Code.
2.2. Eligibility. The Committee shall designate the
Participants to whom Options are to be granted under this Section
2 and shall determine the number of shares of Stock to be subject
to each such Option. Consistent with the requirements of section
422 of the Code, to the extent that the aggregate fair market
value of Stock with respect to which Incentive Stock Options are
exercisable for the first time by any individual during any
calendar year (under all plans of the Company and all Related
Companies) exceeds $100,000, such options shall be treated as
Non-Qualified Stock Options.
2.3. Price. The determination and payment of the purchase
price of a share of Stock under each Option granted under this
Section 2 shall be subject to the following:
(a) The purchase price shall be established by the Committee or
shall be determined by a method established by the Committee
at the time the Option is granted; provided, however, that
in no event shall such price be less than the greater of (i)
100% of the Fair Market Value of a share of Stock as of the
date on which the Option is granted; or (ii) the par value
of a share of Stock on such date.
(b) Subject to the following provisions of this subsection 2.3,
the full purchase price of each share of Stock purchased
upon the exercise of any Option shall be paid at the time of
such exercise and, as soon as practicable thereafter, a
certificate representing the shares so purchased shall be
delivered to the person entitled thereto.
(c) The purchase price shall be payable in cash or in shares of
Stock (valued at Fair Market Value as of the day of
exercise), or in any combination thereof, as determined by
the Committee.
(d) A Participant may elect to pay the purchase price upon the
exercise of an Option through the following cashless
exercise procedures: The Participant shall notify the
Corporate Secretary of the intent to exercise. Written
instructions will then be prepared and delivered to the
Company and the broker indicating the Participant's cashless
election and instructing the Company to deliver to the
broker the Common Stock issuable upon exercise. The
exercise of the Option will be executed on the same day that
the broker is able to sell the stock. The broker will then
withhold from the proceeds of the sale and deliver to the
Company an amount, in cash, equal to the Option exercise
price. An additional amount for federal and state tax
withholdings may also be withheld and delivered to the
Company at the Participant's election.
2.4. Exercise. Except as otherwise expressly provided in
the Plan, an Option granted under this Section 2 shall be
exercisable in accordance with the following terms of this
subsection 2.4:
(a) The terms and conditions relating to exercise of an Option
shall be established by the Committee, and may include,
without limitation, conditions relating to completion of a
specified period of service or achievement of performance
standards prior to exercise of the Option.
(b) No Option may be exercised by a Participant: (i) prior to
the date on which the Participant completes one continuous
year of employment with the Company or any Related Company
after the date as of which the Option is granted (provided,
however, that the Committee may permit earlier exercise
following the Participant's Date of Termination by reason of
death or Disability); or (ii) after the Expiration Date
applicable to that Option.
(c) The exercise of an Option will result in the surrender of
the corresponding rights under a tandem Stock Appreciation
Right, if any.
2.5. Post-Exercise Limitations. The Committee, in its
discretion, may impose such restrictions on shares of Stock
acquired pursuant to the exercise of an Option (including stock
acquired pursuant to the exercise of a tandem Stock Appreciation
Right) as it determines to be desirable, including, without
limitation, restrictions relating to disposition of the shares
and forfeiture restrictions based on service, performance and
such other factors as the Committee determines to be appropriate.
2.6. Expiration Date. The "Expiration Date" with respect
to an Option means the date established as the Expiration Date by
the Committee at the time of the grant; provided, however, that
the Expiration Date with respect to any Option shall not be later
than the earliest to occur of:
(a) the ten-year anniversary of the date on which the Option is
granted;
(b) if the Participant's Date of Termination occurs by reason of
Retirement, death or Disability, the one-year anniversary of
such Date of Termination; or
(c) if the Participant's Date of Termination occurs for reasons
other than Retirement, death or Disability, the 60-day
period following such Date of Termination.
2.7. Reload of Option. In the event the Participant
exercises an Option and pays all or a portion of the purchase
price in Common Stock, in the manner permitted by subsection 2.3,
such Participant may, in the Committee's discretion, be issued a
new Option to purchase additional shares of Stock equal to the
number of shares of Stock surrendered to the Company in such
payment. Such new Option shall have an exercise price equal to
the Fair Market Value per share on the date such new Option is
granted, shall first be exercisable six months from the date of
grant of the new Option and shall have an Expiration Date on the
same date as the Expiration Date of the original Option so
exercised by payment of the purchase price in shares of Stock.
2.8. Dividend Equivalents. The Committee may award
Dividend Equivalents with respect to Non-Qualified Stock Options
and, subject to the limitations of the Code, with respect to
Incentive Stock Options. The award of Dividend Equivalents shall
permit the Participant to earn an amount equal to the dividends
payable with respect to the number of shares of Stock subject to
the Option for the period the Option is outstanding and
unexercised. The right to payment of such earned dividends shall
be subject to such restrictions and limitations as may be imposed
by the Committee.
SECTION 3
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STOCK APPRECIATION RIGHTS
-------------------------
3.1. Definition. Subject to the terms of this Section 3, a
Stock Appreciation Right granted under the Plan entitles the
Participant to receive, in cash or Stock (as determined in
accordance with subsection 3.4), value equal to all or a portion
of the excess of: (a) the Fair Market Value of a specified number
of shares of Stock at the time of exercise; over (b) a specified
price which shall not be less than 100% of the Fair Market Value
of the Stock at the time the Stock Appreciation Right is granted,
or, if granted in tandem with an Option, the exercise price with
respect to shares under the tandem Option.
3.2. Eligibility. Subject to the provisions of the Plan,
the Committee shall designate the Participants to whom Stock
Appreciation Rights are to be granted under the Plan, shall
determine the exercise price or a method by which the price shall
be established with respect to each such Stock Appreciation
Right, and shall determine the number of shares of Stock on which
each Stock Appreciation Right is based. A Stock Appreciation
Right may be granted in connection with all or any portion of a
previously or contemporaneously granted Option or not in
connection with an Option. If a Stock Appreciation Right is
granted in connection with an Option, then, in the discretion of
the Committee, the Stock Appreciation Right may, but need not be
granted in tandem with the Option.
3.3. Exercise. The exercise of Stock Appreciation Rights
shall be subject to the following:
(a) If a Stock Appreciation Right is not in tandem with an
Option, then the Stock Appreciation Right shall be
exercisable in accordance with the terms established by the
Committee in connection with such rights; provided, however,
that except as otherwise expressly provided in the Plan, no
Stock Appreciation Right may be exercised by a Participant
(i) prior to the date on which he completes one continuous
year of employment with the Company or any Related Company
after the date as of which the Stock Appreciation Right is
granted (provided, however, that the Committee may permit
earlier exercise following the Participant's Date of
Termination by reason of death or Disability); or (ii) after
the Expiration Date applicable to that Stock Appreciation
Right.
(b) If a Stock Appreciation Right is in tandem with an Option,
then the Stock Appreciation Right shall be exercisable at
the time the tandem Option is exercisable. The exercise of
a Stock Appreciation Right will result in the surrender of
the corresponding rights under the tandem Option.
3.4. Settlement of Award. Upon the exercise of a Stock
Appreciation Right, the value to be distributed to the
Participant, in accordance with subsection 3.1, shall be
distributed in shares of Stock (valued at their Fair Market Value
at the time of exercise), in cash, or in a combination thereof,
in the discretion of the Committee.
3.5. Post-Exercise Limitations. The Committee, in its
discretion, may impose such restrictions on shares of Stock
acquired pursuant to the exercise of a Stock Appreciation Right
as it determines to be desirable, including, without limitation,
restrictions relating to disposition of the shares and forfeiture
restrictions based on service, performance and such other factors
as the Committee determines to be appropriate.
3.6. Expiration Date. If a Stock Appreciation Right is in
tandem with an Option, then the "Expiration Date" for the Stock
Appreciation Right shall be the Expiration Date for the related
Option. If a Stock Appreciation Right is not in tandem with an
Option, then the "Expiration Date" for the Stock Appreciation
Right shall be the date established as the Expiration Date by the
Committee; provided, however, that subject to the following
provisions of this subsection 3.6, the Expiration Date with
respect to any Stock Appreciation Right shall not be later than
the earliest to occur of:
(a) the ten-year anniversary of the date on which the Stock
Appreciation Right is granted;
(b) if the Participant's Date of Termination occurs by reason of
Retirement, death or Disability, the one-year anniversary of
such Date of Termination;
(c) if the Participant's Date of Termination occurs by reason
other than Retirement, death, or Disability, 60 days after
such Date of Termination.
3.7. Dividend Equivalents. The Committee may award
Dividend Equivalents with respect to Stock Appreciation Rights.
The award of Dividend Equivalents shall permit the Participant to
earn an amount equal to the dividends payable with respect to the
number of shares of Stock that are subject to the Stock
Appreciation Rights for the period the Stock Appreciation Rights
are outstanding and unexercised. The right to payment of such
earned dividends shall be subject to such restrictions and
limitations as may be imposed by the Committee.
SECTION 4
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RESTRICTED STOCK
----------------
4.1. Definition. Subject to the terms of this Section 4,
Restricted Stock Awards under the Plan are grants of Stock to
Participants, the vesting of which is subject to such conditions
as may be established by the Committee.
4.2. Eligibility. The Committee shall designate the
Participants to whom Restricted Stock is to be granted, and the
number of shares of Stock that are subject to each such Award.
4.3. Terms and Conditions of Awards. Shares of Restricted
Stock granted to Participants under the Plan shall be subject to
the following terms and conditions:
(a) Restricted Stock granted to Participants may not be sold,
assigned, transferred, pledged or otherwise encumbered,
except as hereinafter provided, for a period of not less
than one year after the time of the grant of such Stock (the
"Restricted Period"). Except for such restrictions, the
Participant as owner of such shares shall have all the
rights of a shareholder, including but not limited to the
right to vote such shares and, except as otherwise provided
by the Committee, the right to receive all dividends paid on
such shares. The Committee may, in its discretion, at any
time after the date of the award of Restricted Stock, adjust
the length of the Restricted Period to account for
individual circumstances of a Participant or group of
Participants, but in no case shall the length of the
Restricted Period be less than one year.
(b) Except as otherwise determined by the Committee, a
Participant whose Date of Termination occurs prior to the
end of the Restricted Period for any reason shall forfeit
all shares of Restricted Stock remaining subject to any
outstanding Restricted Stock Award.
(c) The Committee may, in its discretion, condition the vesting
of shares of Restricted Stock on the achievement of
performance goals.
(d) Each certificate issued in respect of shares of Restricted
Stock granted under the Plan shall be registered in the name
of the Participant and, at the discretion of the Committee,
each such certificate may be deposited in a bank designated
by the Committee. Each such certificate shall bear the
following (or a similar) legend:
"The transferability of this certificate and the shares
of stock represented hereby are subject to the terms
and conditions (including forfeiture) contained in the
Hub Group, Inc. 1996 Long-Term Incentive Plan and an
agreement entered into between the registered owner and
Hub Group, Inc. A copy of such plan and agreement is
on file in the office of the Secretary of Hub Group,
Inc., 377 East Butterfield Road, Suite 700, Lombard,
Illinois 60148."
(e) Subject to the limitations of the Plan and the Award of
Restricted Stock, at the end of the Restricted Period for
Restricted Stock, such Restricted Stock will be transferred
free of all restrictions to a Participant (or his or her
legal representative, beneficiary or heir).
SECTION 5
---------
PERFORMANCE UNITS
-----------------
5.1. Definition. Subject to the terms of this Section 5,
the Award of Performance Units under the Plan entitles the
Participant to receive value for the units at the end of a
Performance Period to the extent provided under the Award. The
number of units earned, and value received for them, will be
contingent on the degree to which the performance measures
established at the time of the initial Award are met.
5.2. Eligibility. The Committee shall designate the
Participants to whom Performance Units are to be granted, and the
number of units to be the subject to each such Award.
5.3. Terms and Conditions of Awards. For each Participant,
the Committee will determine the number of units granted; the
value of units, which may be stated either in cash or in shares
of Stock; the performance measures used for determining whether
the Performance Units are earned; the Performance Period during
which the performance measures will apply; the relationship
between the level of achievement of the performance measures and
the degree to which Performance Units are earned; whether, during
or after the Performance Period, any revision to the performance
measures or Performance Period should be made to reflect
significant events or changes that occur during the Performance
Period; and the number of earned Performance Units that will be
paid in cash and/or shares of Stock.
5.4. Payment. The Committee will compare the actual
performance to the performance measures established for the
Performance Period and determine the number of units to be paid
and their value. Payment for units earned shall be wholly in
cash, wholly in Stock or in a combination of the two, in a lump
sum or installments, and subject to vesting requirements and such
other conditions as the Committee shall determine. The Committee
will determine the number of earned units to be paid in cash and
the number to be paid in Stock. For Performance Units valued
when granted in shares of Stock, one share of Stock will be paid
for each unit earned, or cash will be paid for each unit earned
equal to either (a) the Fair Market Value of a share of Stock at
the end of the Performance Period or (b) the value of the Stock
determined based on the average Fair Market Value for a number of
days determined by the Committee. For Performance Units valued
when granted in cash, the value of each unit earned will be paid
in its initial cash value, or shares of Stock will be distributed
based on the cash value of the units earned divided by (a) the
Fair Market Value of a share of Stock at the end of the
Performance Period or (b) the value of a share of Stock
determined based on the average Fair Market Value for a number of
days determined by the Committee.
5.5. Termination during Performance Period. If a
Participant's Date of Termination occurs during a Performance
Period with respect to any Performance Shares granted to him, the
Committee may determine that the Participant will be entitled to
receive all or any portion of the Performance Shares that he
would otherwise receive, and may accelerate the determination and
payment of the value of such Performance Shares or make such
other adjustments as the Committee, in its sole discretion, deems
desirable.
SECTION 6
---------
DIRECTORS AUTOMATIC OPTION GRANT
--------------------------------
6.1. Definition. The grant of an Option under this Section
6 entitles the Participant to purchase shares of Stock at a price
fixed at the time the Option is granted. An Option granted under
this Section 6 shall not affect any Award previously granted
under the Plan or an award under any other plan maintained by the
Company or the Related Companies. An Option granted under this
Section 6 is not intended to satisfy the requirements applicable
to an "incentive stock option" as described in section 422(b) of
the Code.
6.2. Participation. Subject to the following provisions of
this subsection 6.2, each Director who is an Eligible Director
shall be granted an "Option", which shall be an option to
purchase 12,000 shares of Stock (as adjusted pursuant to
subsection 7.3). Each Director who is an Eligible Director on
the date of the initial public offering of Stock of the Company
shall receive the Option Award described in this subsection 6.2
as of that date. Each Director who becomes an Eligible Director
after the date of the initial public offering of Stock of the
Company and who has not previously received an Option award under
this Section 6 shall receive the Option Award described in this
subsection 6.2 as of the first business day immediately following
the date he becomes an Eligible Director. A Director may not
receive more than one Option Award under this Section 6. For
purposes of the Plan, each Director who is not an employee of the
Company or any Related Company shall be an "Eligible Director".
6.3. Price. The determination and payment of the purchase
price of a share of Stock under each Option granted pursuant to
this Section 6 shall be subject to the following:
(a) The purchase price shall be the greater of (a) 100% of the
Fair Market Value of a share of Stock as of the date on
which such Option is granted; or (b) the par value of a
share of such Stock on such date.
(b) The full purchase price of each share of Stock purchased
upon the exercise of any Option shall be paid at the time of
such exercise and, as soon as practicable thereafter, a
certificate representing the shares so purchased shall be
delivered to the person entitled thereto.
(c) The purchase price shall be payable in cash or in shares of
Stock (valued at Fair Market Value as of the day of
exercise), or in any combination thereof.
(d) A Participant may elect to pay the purchase price upon the
exercise of an Option granted pursuant to this Section 6
through the following cashless exercise procedures: The
Participant shall notify the Corporate Secretary of the
intent to exercise. Written instructions will then be
prepared and delivered to the Company and the broker
indicating the Participant's cashless election and
instructing the Company to deliver to the broker the Common
Stock issuable upon exercise. The exercise of the Option
will be executed on the same day that the broker is able to
sell the stock. The broker will then withhold from the
proceeds of the sale and deliver to the Company an amount,
in cash, equal to the Option exercise price. An additional
amount for federal and state tax withholdings may also be
withheld and delivered to the Company at the Participant's
election.
6.4. Exercise. An Option granted under this Section 6
shall be first exercisable with respect to each 1/3 of the number
of shares of Stock subject to the Option on the date of each of
the first, second and third annual anniversaries of the date as
of which the Option is granted, respectively, but only if the
Participant continues to serve as a Director until such annual
anniversary (or is employed by the Company or any Related Company
until such anniversary). Notwithstanding the foregoing, 100% of
an Option granted to a Participant under this Section 6 will
become fully exercisable on the date the Participant ceases to be
a Director if such cessation occurs by reason of the
Participant's death or Disability. An Option granted under this
Section 6 will not be exercisable after the Expiration Date
applicable to that Option, and all rights to purchase shares of
Stock pursuant to the Option shall cease as of the Option's
Expiration Date.
6.5. Expiration Date. The "Expiration Date" with respect
to an Option granted under this Section 6 means the earliest to
occur of:
(a) the ten-year anniversary of the date on which the Option is
granted;
(b) if the Participant ceases to be a Director by reason of
death or Disability, or ceases to be a Director after
attainment of age 65, the one-year anniversary of the date
he ceases to be a Director; and
(c) if the Participant ceases to be a Director prior to age 65
for reasons other than death or Disability, the three-month
anniversary of the date he ceases to be a Director.
A Participant shall not be permitted to exercise an Option
granted under this Section 6 after the Participant ceases to be a
Director except to the extent that the Option is exercisable
immediately prior to such cessation. For purposes of this
subsection 6.5, if, at the time a Participant ceases to be a
Director, he is employed by the Company or a Related Company,
then the Expiration Date of the Participant's Option under this
subsection 6.5 shall be determined by substituting, in paragraphs
6.5(b) and (c), the Participant's Date of Termination for the
date he ceases to serve as a Director.
6.6. Agreement With Company. Each Option granted under
this Section 6 shall be evidenced by an Agreement (an
"Agreement") duly executed on behalf of the Company and by the
Participant to whom such option is granted and dated as of the
applicable date of grant. Each Agreement shall comply with and
be subject to the terms of the Plan.
6.7. Limitation on Amendment. Notwithstanding the
provisions of Section 9, in no event shall the provisions of the
Plan relating to Awards under this Section 6 be amended more than
once every six months, other than to comport with changes in the
Code, the Employee Retirement Income Security Act, or the rules
thereunder; provided, however, that the limitation set forth in
this subsection 6.7 shall be applied only to the extent required
under SEC Rule 16b-3(c)(2)(ii)(B) or any successor provision
thereof.
SECTION 7
---------
OPERATION AND ADMINISTRATION
----------------------------
7.1. Effective Date. Subject to the approval of the
shareholders of the Company, the Plan shall be effective as of
January 1, 1996 (the "Effective Date"); provided, however, that
to the extent that Awards are made under the Plan prior to its
approval by shareholders, they shall be contingent on approval of
the Plan by the shareholders of the Company. The Plan shall be
unlimited in duration and, in the event of Plan termination,
shall remain in effect as long as any Awards under it are
outstanding; provided, however, that no Awards may be granted
under the Plan on a date that is more than ten years from the
date the Plan is adopted.
7.2. Shares Subject to Plan. The shares of Stock with
respect to which Awards may be made under the Plan shall be
shares currently authorized but unissued or currently held or
subsequently acquired by the Company as treasury shares,
including shares purchased in the open market or in private
transactions. Subject to the provisions of subsection 7.3, the
number of shares of Stock which may be issued with respect to
Awards under the Plan shall not exceed 450,000 shares in the
aggregate. Except as otherwise provided herein, any shares
subject to an Award which for any reason expires or is terminated
without issuance of shares (whether or not cash or other
consideration is paid to a Participant in respect of such shares)
shall again be available under the Plan.
7.3. Adjustments to Shares.
(a) If the Company shall effect any subdivision or consolidation
of shares of Stock or other capital readjustment, payment of
stock dividend, stock split, combination of shares or
recapitalization or other increase or reduction of the
number of shares of Stock outstanding without receiving
compensation therefor in money, services or property, then
the Committee shall adjust (i) the number of shares of Stock
available under the Plan; (ii) the number of shares
available under any individual or other limits; (iii) the
number of shares of Stock subject to outstanding Awards and
the number of shares of Stock subject to future automatic
grant as provided in Section 6; and (iv) the per-share price
under any outstanding Award and the per-share purchase price
under any future automatic grant as provided in Section 6 to
the extent that the Participant is required to pay a
purchase price per share with respect to the Award.
(b) If the Company is reorganized, merged or consolidated or is
party to a plan of exchange with another corporation,
pursuant to which reorganization, merger, consolidation or
plan of exchange the shareholders of the Company receive any
shares of stock or other securities or property, or the
Company shall distribute securities of another corporation
to its shareholders, there shall be substituted for the
shares subject to outstanding Awards an appropriate number
of shares of each class of stock or amount of other
securities or property which were distributed to the
shareholders of the Company in respect of such shares,
subject to the following:
(i) If the Committee determines that the substitution
described in accordance with the foregoing provisions of
this paragraph (b) would not be fully consistent with the
purposes of the Plan or the purposes of the outstanding
Awards under the Plan, the Committee may make such other
adjustments to the Awards to the extent that the Committee
determines such adjustments are consistent with the purposes
of the Plan and of the affected Awards.
(ii) All or any of the Awards may be cancelled by the
Committee on or immediately prior to the effective date of
the applicable transaction, but only if the Committee gives
reasonable advance notice of the cancellation to each
affected Participant, and only if either: (A) the
Participant is permitted to exercise the Award for a
reasonable period prior to the effective date of the
cancellation; or (B) the Participant receives payment or
other benefits that the Committee determines to be
reasonable compensation for the value of the cancelled
Awards.
(iii) Upon the occurrence of a reorganization of the
Company or any other event described in this paragraph (b),
any successor to the Company shall be substituted for the
Company to the extent that the Company and the successor
agree to such substitution.
(c) Upon (or, in the discretion of the Committee, immediately
prior to) the sale to (or exchange with) a third party
unrelated to the Company of all or substantially all of the
assets of the Company, all Awards shall be cancelled. If
Awards are cancelled under this paragraph (c) then, with
respect to any affected Participant, either:
(i) the Participant shall be provided with reasonable
advance notice of the cancellation, and the Participant
shall be permitted to exercise the Award for a reasonable
period prior to the effective date of the cancellation; or
OT.T the Participant shall receive payment or other
benefits that the Committee determines to be reasonable
compensation for the value of the cancelled Awards.
The foregoing provisions of this paragraph (c) shall also
apply to the sale of all or substantially all of the assets
of the Company to a related party, if the Committee
determines such application is appropriate.
(d) In determining what action, if any, is necessary or
appropriate under the foregoing provisions of this
subsection 7.3, the Committee shall act in a manner that it
determines to be consistent with the purposes of the Plan
and of the affected Awards and, where applicable or
otherwise appropriate, in a manner that it determines to be
necessary to preserve the benefits and potential benefits of
the affected Awards for the Participants and the Employers.
(e) The existence of this Plan and the Awards granted hereunder
shall not affect in any way the right or power of the
Company or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business,
any merger or consolidation of the Company, any issue of
bonds, debentures, preferred or prior preference stocks
ahead of or affecting the Company's Stock or the rights
thereof, the dissolution or liquidation of the Company, any
sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether
of a similar character or otherwise.
(f) Except as expressly provided by the terms of this Plan, the
issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class,
for cash or property or for labor or services, either upon
direct sale, upon the exercise of rights or warrants to
subscribe therefor or upon conversion of shares or
obligations of the Company convertible into such shares or
other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to Awards then
outstanding hereunder.
(g) Awards under the Plan are subject to adjustment under this
subsection 7.3 only during the period in which they are
considered to be outstanding under the Plan, with the
determination of whether an Award is outstanding to be made
by the Committee.
7.4. Limit on Distribution. Distribution of shares of
Stock or other amounts under the Plan shall be subject to the
following:
(a) Notwithstanding any other provision of the Plan, the Company
shall have no liability to deliver any shares of Stock under
the Plan or make any other distribution of benefits under
the Plan unless such delivery or distribution would comply
with all applicable laws and the applicable requirements of
any securities exchange or similar entity.
(b) In the case of a Participant who is subject to Section 16(a)
and 16(b) of the Securities Exchange Act of 1934, the
Committee may, at any time, add such conditions and
limitations to any Award to such Participant, or any feature
of any such Award, as the Committee, in its sole discretion,
deems necessary or desirable to comply with Section 16(a) or
16(b) and the rules and regulations thereunder or to obtain
any exemption therefrom.
7.5. Liability for Cash Payments. Subject to the
provisions of this Section 7, an Employer shall be liable for
payment of cash due under the Plan with respect to any
Participant to the extent that such benefits are attributable to
the services rendered for that Employer by the Participant. Any
disputes relating to liability of Employers for cash payments
shall be resolved by the Committee.
7.6. Performance-Based Compensation. To the extent that
the Committee determines that it is necessary or desirable to
conform any Awards under the Plan with the requirements
applicable to "Performance-Based Compensation", as that term is
used in Code section 162(m)(4)(C), it may, at or prior to the
time an Award is granted, take such steps and impose such
restrictions with respect to such Award as it determines to be
necessary to satisfy such requirements, including without
limitation:
(a) The establishment of performance goals that must be
satisfied prior to the payment or distribution of benefits
under such Awards.
(b) The submission of such Awards and performance goals to the
Company's shareholders for approval and making the receipt
of benefits under such Awards contingent on receipt of such
approval.
(c) Providing that no payment or distribution be made under such
Awards unless the Committee certifies that the goals and the
applicable terms of the Plan and Agreement reflecting the
Awards have been satisfied.
To the extent that the Committee determines that the foregoing
requirements relating to Performance-Based Compensation do not
apply to Awards under the Plan because the Awards constitute
Options or Stock Appreciation Rights, the Committee may, at the
time the Award is granted, conform the Awards to alternative
methods of satisfying the requirements applicable to Performance-
Based Compensation.
7.7. Withholding. All Awards and other payments under the
Plan are subject to withholding of all applicable taxes, which
withholding obligations may be satisfied, with the consent of the
Committee, through the surrender of shares of Stock which the
Participant already owns, or to which a Participant is otherwise
entitled under the Plan.
7.8. Transferability. Awards under the Plan are not
transferable except as designated by the Participant by will or
by the laws of descent and distribution. To the extent that the
Participant who receives an Award under the Plan has the right to
exercise such Award, the Award may be exercised during the
lifetime of the Participant only by the Participant.
Notwithstanding the foregoing provisions of this subsection 7.8,
the Committee may permit awards under the Plan to be transferred
to or for the benefit of the Participant's family, subject to
such limits as the Committee may establish.
7.9. Administration. The authority to control and manage
the operation and administration of the Plan shall be vested in a
committee (the "Committee") in accordance with Section 8.
7.10. Notices. Any notice or document required to be filed
with the Committee under the Plan will be properly filed if
delivered or mailed by registered mail, postage prepaid, to the
Committee, in care of the Company, at its principal executive
offices. The Committee may, by advance written notice to
affected persons, revise such notice procedure from time to time.
Any notice required under the Plan (other than a notice of
election) may be waived by the person entitled to notice.
7.11. Form and Time of Elections. Unless otherwise
specified herein, each election required or permitted to be made
by any Participant or other person entitled to benefits under the
Plan, and any permitted modification or revocation thereof, shall
be in writing filed with the Committee at such times, in such
form, and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Committee shall
require.
7.12. Agreement With Company. At the time of an Award to a
Participant under the Plan, the Committee will require a
Participant to enter into an agreement with the Company in a form
specified by the Committee, agreeing to the terms and conditions
of the Plan and to such additional terms and conditions, not
inconsistent with the Plan, as the Committee may, in its sole
discretion, prescribe.
7.13. Limitation of Implied Rights.
(a) Neither a Participant nor any other person shall, by reason
of the Plan, acquire any right in or title to any assets,
funds or property of the Employers whatsoever, including,
without limitation, any specific funds, assets, or other
property which the Employers, in their sole discretion, may
set aside in anticipation of a liability under the Plan. A
Participant shall have only a contractual right to the
amounts, if any, payable under the Plan, unsecured by any
assets of the Employers. Nothing contained in the Plan
shall constitute a guarantee by any of the Employers that
the assets of the Employers shall be sufficient to pay any
benefits to any person.
(b) Neither the Plan nor Awards granted under the Plan shall
confer any right upon a Participant to continue as an
employee or Director for any period of time or give any
Participant any right or claim to any benefit under the
Plan, unless such right or claim has specifically accrued
under the terms of the Plan. Subject to the provisions of
Section 4 (relating to Restricted Stock Awards), no Award
under the Plan shall confer upon the holder thereof any
right as a shareholder of the Company prior to the date on
which he fulfills all service requirements and other
conditions for receipt of shares of Stock under the Plan.
7.14. Benefits Under Qualified Retirement Plans. Awards to
a Participant (including the grant and the receipt of benefits)
under the Plan shall be disregarded for purposes of determining
the Participant's benefits under any Qualified Retirement Plan.
7.15. Evidence. Evidence required of anyone under the Plan
may be by certificate, affidavit, document or other information
which the person acting on it considers pertinent and reliable,
and signed, made or presented by the proper party or parties.
7.16. Action by Employers. Any action required or
permitted to be taken by any Employer shall be by resolution of
its board of directors, or by action of one or more members of
the board (including a committee of the board) who are duly
authorized to act for the board, or by a duly authorized officer
of the Employer.
7.17. Gender and Number. Where the context admits, words
in any gender shall include any other gender, words in the
singular shall include the plural and the plural shall include
the singular.
7.18. Defined Terms. For purposes of the Plan, the terms
listed below shall be defined as follows:
(a) Award. The term "Award" shall mean any award or benefit
granted to any Participant under the Plan, including,
without limitation, the grant of Options, Stock Appreciation
Rights, Restricted Stock, Performance Units, and Dividend
Equivalents.
(b) Board. The term "Board" shall mean the Board of Directors
of the Company.
(c) Code. The term "Code" means the Internal Revenue Code of
1986, as amended. A reference to any provision of the Code
shall include reference to any successor provision of the
Code.
(d) Date of Termination. A Participant's "Date of Termination"
shall be the date that his employment with all Employers and
Related Companies terminates for any reason; provided that a
Date of Termination shall not be deemed to occur by reason
of a transfer of the Participant between the Company and a
Related Company (including an Employer) or between two
Related Companies (including Employers); and further
provided that a Participant's employment shall not be
considered terminated while the Participant is on a leave of
absence from an Employer or a Related Company approved by
the Participant's employer.
(e) Director. The term "Director" means a member of the Board
of Directors of the Company.
(f) Disability. A Participant shall be considered to have a
"Disability" during the period in which he is unable, by
reason of a medically determinable physical or mental
impairment, to engage in any substantial gainful activity,
which condition, in the opinion of a physician selected by
the Committee, is expected to have a duration of not less
than 120 days.
(g) Employer. The Company and each Related Company which, with
the consent of the Company, adopts the Plan for the benefit
of its eligible employees are referred to collectively as
the "Employers" and individually as an "Employer".
(h) Fair Market Value. The "Fair Market Value" of a share of
Stock of the Company as of any date shall be the closing
market composite price for such Stock as reported for the
NASDAQ Stock Exchange on that date or, if Stock is not
traded on that date, on the next preceding date on which
Stock was traded.
(i) Option. The term "Option" shall mean any Incentive Stock
Option or Non-Qualified Stock Option granted under the Plan.
(j) Performance-Based Compensation. The term "Performance-Based
Compensation" shall have the meaning ascribed to it in
section 162(m)(4)(C) of the Code.
(k) Qualified Retirement Plan. The term "Qualified Retirement
Plan" means any plan of the Company or a Related Company
that is intended to be qualified under section 401(a) of the
Internal Revenue Code of 1986, as amended.
(l) Related Companies. The term "Related Company" means (i) any
corporation, partnership, joint venture or other entity
during any period in which it owns, directly or indirectly,
at least thirty percent of the voting power of all classes
of stock of the Company (or successor to the Company)
entitled to vote; and (ii) any corporation, partnership,
joint venture or other entity during any period in which
either:
(A) it is effectively controlled by; or
(B) at least a thirty percent of its voting or profits
interest is owned, directly or indirectly, by;
the Company, any entity that is a successor to the Company
or any entity that is a Related Company by reason of clause
(i) next above.
(m) Retirement. "Retirement" of a Participant shall mean the
occurrence of a Participant's Date of Termination under
circumstances that constitutes a retirement under the terms
of the Qualified Retirement Plan of an Employer or Related
Company that is extended to the Participant immediately
prior to the Participant's Date of Termination or, if no
such plan is extended to the Participant on his Date of
Termination, under the terms of any applicable retirement
policy of the Participant's employer.
(n) SEC. "SEC" shall mean the Securities and Exchange
Commission.
(o) Stock. The term "Stock" shall mean shares of common stock
of the Company.
SECTION 8
---------
COMMITTEE
---------
8.1. Selection of Committee. The Committee shall be
selected by the Board, and shall consist of not less than two
members of the Board, or such greater number as may be required
for compliance with SEC Rule 16b-3.
8.2. Powers of Committee. The authority to manage and
control the operation and administration of the Plan shall be
vested in the Committee, subject to the following:
(a) Subject to the provisions of the Plan, the Committee will
have authority and discretion to select employees to receive
Awards, to determine the time or times of receipt, to
determine the types of Awards and the number of shares
covered by the Awards, to establish the terms, conditions,
performance criteria, restrictions, and other provisions of
such Awards, and to cancel or suspend Awards. In making
such Award determinations, the Committee may take into
account the nature of services rendered by the respective
employee, his present and potential contribution to the
Company's success and such other factors as the Committee
deems relevant.
(b) Subject to the provisions of the Plan, the Committee will
have authority and discretion to determine the extent to
which Awards under the Plan will be structured to conform to
the requirements applicable to Performance-Based
Compensation as described in Code section 162(m), and to
take such action, establish such procedures, and impose such
restrictions at the time such Awards are granted as the
Committee determines to be necessary or appropriate to
conform to such requirements.
(c) The Committee will have the authority and discretion to
interpret the Plan, to establish, amend, and rescind any
rules and regulations relating to the Plan, to determine the
terms and provisions of any agreements made pursuant to the
Plan, and to make all other determinations that may be
necessary or advisable for the administration of the Plan.
(d) Any interpretation of the Plan by the Committee and any
decision made by it under the Plan is final and binding on
all persons.
(e) Except as otherwise expressly provided in the Plan, where
the Committee is authorized to make a determination with
respect to any Award, such determination shall be made at
the time the Award is made, except that the Committee may
reserve the authority to have such determination made by the
Committee in the future (but only if such reservation is
made at the time the Award is granted and is expressly
stated in the Agreement reflecting the Award).
8.3. Delegation by Committee. Except to the extent
prohibited by the provisions of Rule 16b-3, the rules relating to
Performance-Based Compensation, applicable state law, the
applicable rules of any stock exchange, or any other applicable
rules, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and
may delegate all or any part of its responsibilities and powers
to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.
8.4. Information to be Furnished to Committee. The
Employers and Related Companies shall furnish the Committee with
such data and information as may be required for it to discharge
its duties. The records of the Employers and Related Companies
as to an employee's or Participant's employment, termination of
employment, leave of absence, reemployment and compensation shall
be conclusive on all persons unless determined to be incorrect.
Participants and other persons entitled to benefits under the
Plan must furnish the Committee such evidence, data or
information as the Committee considers desirable to carry out the
terms of the Plan.
8.5. Liability and Indemnification of Committee. No member
or authorized delegate of the Committee shall be liable to any
person for any action taken or omitted in connection with the
administration of the Plan unless attributable to his own fraud
or willful misconduct; nor shall the Employers be liable to any
person for any such action unless attributable to fraud or
willful misconduct on the part of a director or employee of the
Employers. The Committee, the individual members thereof, and
persons acting as the authorized delegates of the Committee under
the Plan, shall be indemnified by the Employers against any and
all liabilities, losses, costs and expenses (including legal fees
and expenses) of whatsoever kind and nature which may be imposed
on, incurred by or asserted against the Committee or its members
or authorized delegates by reason of the performance of a
Committee function if the Committee or its members or authorized
delegates did not act dishonestly or in willful violation of the
law or regulation under which such liability, loss, cost or
expense arises. This indemnification shall not duplicate but may
supplement any coverage available under any applicable insurance.
SECTION 9
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AMENDMENT AND TERMINATION
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The Board may, at any time, amend or terminate the Plan,
provided that, subject to subsection 7.3 (relating to certain
adjustments to shares), no amendment or termination may
materially adversely affect the rights of any Participant or
beneficiary under any Award made under the Plan prior to the date
such amendment is adopted by the Board.
June 18, 1996
Hub Group, Inc.
377 East Butterfield Road, Suite 700
Lombard, Illinois 60148
Ladies and Gentlemen:
We are acting as special counsel to Hub Group, Inc. (the
"Company") in connection with the registration under the
Securities Act of 1933, as amended, of 450,000 shares of its
Common Stock, $.01 par value (the "Shares"), to be offered
pursuant to the Hub Group, Inc. 1996 Long-Term Incentive Plan
(the "Plan"). In connection therewith, we have examined or are
otherwise familiar with the Company's Certificate of
Incorporation, the Company's By-Laws, the Plan, the Company's
Registration Statement on Form S-8 (the "Registration Statement")
relating to the Shares, relevant resolutions of the Board of
Directors of the Company, and such other documents and
instruments as we have deemed necessary for the purposes of this
opinion.
Based upon the foregoing, we are of the opinion that the
Shares are duly authorized for issuance and when issued in
accordance with the provisions of the Plan will be legally
issued, fully paid and non-assessable shares of the Company.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our reports dated February 6, 1996 included in the Hub
Group, Inc. previously filed Registration Statement File No. 33-
90210.
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 19, 1996