Exhibit 10.23
UNIVERSAL CORPORATION
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated this 29th day of October, 1997, between Universal
Corporation, a Virginia corporation (the "Company") and Xxxxxxx X. Xxxxxx, Xx.
(the "Director"), is made pursuant and subject to the provisions of the
Company's 1997 Executive Stock Plan, which is incorporated herein by reference,
and any future amendments thereto (the "Plan") and the Company's Restricted
Stock Plan for Non-Employee Directors (the "Restricted Stock Plan"). All terms
used herein that are defined in the Plan shall have the same meanings given them
in the Plan.
1. Award of Restricted Stock. Pursuant to the Plan and the Restricted
Stock Plan, the Company on this date awards to the Director, subject to the
terms and conditions set forth herein, 700 shares of Restricted Stock. Such
number of shares of Restricted Stock shall be proportionately adjusted for any
increase or decrease in the total number of shares of Common Stock outstanding
resulting from a subdivision or consolidation of shares or the payment of a
dividend entirely in shares of Common Stock, a stock split-up or any other
increase or decrease in the number of shares of Common Stock outstanding without
the receipt by the Company of cash, property, or labor or services. Of the 700
shares of Restricted Stock awarded hereunder, 400 shares are awarded under, and
subject to the terms and conditions of the Restricted Stock Plan (the
"Restricted Stock Plan Award"), and 300 shares are awarded under, and subject to
the terms and conditions of the Plan (the "Plan Award").
2. Terms and Conditions. This award of Restricted Stock is subject to
the following terms and conditions:
A. Restricted Period. This award of Restricted Stock shall be
subject to the restrictions set forth herein for a period (the "Restricted
Period") commencing on the date of this Agreement and ending with the earliest
of the following events:
(1) the Director retires from the Board in
compliance with the Board's retirement
policy as then in effect;
(2) the Director's service on the Board
terminates as a result of not being
nominated for reelection by the Board (other
than at the Director's request);
(3) the Director's service on the Board
terminates because the Director, although
nominated for reelection by the Board, is
not reelected by the Company's shareholders;
(4) the Director becomes Disabled (as defined
below);
(5) the Director dies; or
(6) the occurrence of a Change of Control.
A Director shall be deemed "Disabled" if the
Director is unable to perform his or her customary duties on the Board for a
period of six months or longer due to bodily injury or disease.
B. Forfeiture of Restricted Stock. If the date ("Termination
Date") a Director's service on the Board terminates is before the end of the
Restricted Period, the Director shall forfeit and return to the Company the
shares of Restricted Stock awarded hereunder.
C. Restrictions. The shares of Restricted Stock awarded
hereunder and any stock distributions with respect to such Restricted Stock
shall be subject to the following restrictions during the Restricted Period:
(1) the Restricted Stock shall be subject to
forfeiture as provided herein;
(2) the Restricted Stock may not be sold,
assigned, transferred, pledged, hypothecated
or otherwise disposed of, and neither the
right to receive the Restricted Stock nor
any interest hereunder may be assigned by
the Director, and any attempted assignment
shall be void;
(3) A certificate representing the shares of
Restricted Stock awarded hereunder shall be
held in escrow by the Company and shall, in
the Company's sole discretion, bear an
appropriate restrictive legend and be
subject to appropriate "stop transfer"
orders. To facilitate the escrow of the
shares of Restricted Stock awarded hereunder
with the Company, the Director shall deliver
herewith the Stock Power attached hereto as
Exhibit I executed in blank by the Director
and dated as of the date hereof;
(4) Any additional stock or other securities or
property that may be issued or distributed
with respect to the Restricted Stock awarded
hereunder as a result of any stock dividend,
stock split, business combination or other
event shall be subject to the restrictions
and other terms and conditions set forth in
this Agreement; and
(5) The Director shall not be entitled to
receive any shares of the Restricted Stock
awarded hereunder prior to the completion of
any registration or qualification of the
Restricted Stock under any federal or state
law, or the receipt thereof may be subject
to such restrictions to insure compliance
with the same as the Company, in its sole
discretion, determines to be necessary or
advisable.
D. Receipt of Common Stock. If the Director's Termination
Date is at or after the end of the Restricted Period, the Director shall receive
the number of shares of restricted Common Stock awarded hereunder, free and
clear of the restrictions set forth in this Agreement, except for any
restrictions necessary to comply with federal and state securities laws.
Certificates representing such shares shall be released to the Director as
promptly as practical following the Director's becoming entitled to receive such
shares.
E. Shareholder Rights. Upon issuance of a certificate
representing the shares of Restricted Stock awarded hereunder, the Director
shall, subject to the restrictions set forth herein, have all rights of a
shareholder with respect to such shares of Restricted Stock, including the right
to vote such shares and the right to receive cash dividends and other
distributions thereon.
F. Tax Withholding. The Director shall pay to the Company in
cash (or provide for the payment of) the full amount of all federal and state
income and employment taxes required to be withheld by the Company in respect to
the inclusion in the taxable income of the Director of any amount with respect
to the shares of Restricted Stock awarded hereunder.
3. No Right to Renomination. Nothing in this Agreement shall confer
upon the Director any right to be renominated to the Board.
4. Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic substantive law of the Commonwealth of Virginia,
without giving effect to any choice or conflict of law provision or rule that
would cause the application of the law of any other jurisdiction.
5. Investment Representation. The Director agrees that unless such
shares previously have been registered under the Securities Act of 1933, (i) any
shares of Restricted Stock awarded hereunder will be acquired for investment and
not with a view to distribution or resale and (ii) until such registration,
certificates representing such shares may bear an appropriate legend to assure
compliance with such Act. This investment representation shall terminate when
such shares have been registered under the Securities Act of 1933 or the
requirements of such Act have otherwise been satisfied.
6. Director Bound by Plan. The Director hereby acknowledges receipt of
a copy of the Plan and agrees to be bound by all the terms and provisions
thereof.
7. Conflicts. With respect to the Restricted Stock Plan Award, in the
event of any conflict between the provisions of the Restricted Stock Plan as in
effect on the date hereof and the provisions of this Agreement, the provisions
of the Restricted Stock Plan shall govern. With respect to the Plan Award, in
the event of any conflict between the provisions of the Plan as in effect on the
date hereof and the provisions of this Agreement, the provisions of the Plan
shall govern. All references herein to the Plan shall mean the Plan as in effect
on the date hereof, and all references herein to the Restricted Stock Plan shall
mean the Restricted Stock Plan as in effect on the date hereof.
8. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the legatees, distributees, and personal representatives of the
Director and the successors of the Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by a duly authorized officer, and the Director has affixed his or her signature
hereto.
UNIVERSAL CORPORATION DIRECTOR
By: _________________________ ______________________________
Title: _________________________
0380093.04
EXHIBIT I
STOCK POWER
FOR VALUE RECEIVED, pursuant to a certain Restricted Stock Agreement
between Universal Corporation and the undersigned dated ___________________ __,
19__, I hereby sell, assign and transfer unto Universal Corporation all shares
of the restricted Common Stock of Universal Corporation awarded to me on this
date and in the future under said Agreement and do hereby irrevocably constitute
and appoint _____________________________________ as my attorney-in-fact to
transfer the said shares of stock on the books of Universal Corporation with
full power of substitution in the premises.
Dated ______________ __, 19__.
------------------------------------
Director
0380093.04
