LANDSTAR SYSTEM, INC.
1993 STOCK OPTION PLAN
AS AMENDED, EFFECTIVE August 7, 1997
The purpose of the Plan is to foster and promote the long-term financial success of the Company and materially
increase shareholder value by (a) motivating superior performance by means of performance-related incentives,
(b) encouraging and providing for the acquisition of an ownership interest in the Company by Employees, and (c)
enabling the Company to attract and retain the services of an outstanding management team upon whose
judgment, interest, and special effort the successful conduct of its operations is largely dependent.
2.1. Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means (i) the willful failure by the Participant to perform substantially his duties as an Employee of the
Company (other than due to physical or mental illness) after reasonable notice to the Participant of such failure,
(ii) the Participant's engaging in serious misconduct that is injurious to the Company or any Subsidiary, (iii) the
Participant's having been convicted of, or entered a plea of nolo contendere to, a crime that constitutes a felony
or (iv) the breach by the Participant of any written covenant or agreement with the Company or any Subsidiary
not to disclose any information pertaining to the Company or any Subsidiary or not to compete or interfere with
the Company or any Subsidiary.
(d) "Change in Control" means the occurrence, of any of the following events:
(i) any "person," including a "group" (as such terms are used in Sections 13(d) and 14(d)(2) of the Act, but
excluding the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its
Subsidiaries, Kelso Investment Associates IV, L.P., and its affiliates and Alex. Brown