EXHIBIT 10.15
UNIVERSAL CORPORATION
NON-EMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of ___________________________, between UNIVERSAL
CORPORATION, a Virginia corporation (the "Company"), and ___________________
(the "Optionee"), is made pursuant and subject to the provisions of the
Company's Amended and Restated 1994 Stock Option Plan for Non-Employee Directors
(the "Plan"). All terms used herein that are defined in the Plan have the same
meanings given them in the Plan.
1. Grant of Option. Pursuant to the terms of the Plan, the Company, on
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_________________________, granted to the Optionee, subject to the terms and
conditions of the Plan and subject further to the terms and conditions herein
set forth, the right and option to purchase from the Company all or any part of
an aggregate of One Thousand (1,000) shares of Common Stock of the Company at
the option price of $______ per share. Such option is to be exercisable as
hereinafter provided.
2. Terms and Conditions. This option is subject to the following terms and
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conditions:
(a) Expiration Date. The Expiration Date of this option is ___(ten
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years)____________.
(b) Exercise of Option. This option shall be exercisable with
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respect to the total number of shares covered by this option after
the expiration of six (6) months from the granting of the option.
Once this option has become exercisable with respect to the total
number of shares in accordance with the preceding sentence, it
shall continue to be exercisable until the termination of the
Optionee's rights hereunder pursuant to paragraph 3, 4 or 5 or,
otherwise, until the Expiration Date. A partial exercise of this
option shall not affect the Optionee's right to exercise
subsequently this option with respect to the remaining shares that
are exercisable, subject to the six month vesting period set forth
in the first sentence of this subparagraph (b) and the conditions
of the Plan and this Agreement.
(c) Method of Exercising and Payment for Shares. This option may be
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exercised only by written notice delivered to the attention of the
Company's Secretary at the Company's principal office in Richmond,
Virginia. The written notice shall specify the number of shares
being acquired pursuant to the exercise of the option when such
option is being exercised in part in accordance with subparagraph
2(b) hereof. The exercise date shall be the date upon which such
notice is received by the Company. Such notice shall be
accompanied by payment of the option price in full for each share
in cash in United States Dollars, or by the surrender of shares of
Common Stock, or by cash equivalent acceptable to the Company or
any combination thereof having an aggregate fair market value
equal to the total option price for all the shares being
purchased.
(d) Cashless Exercise. To the extent permitted under the applicable
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laws and regulations, at the request of the Optionee, the Company
will cooperate in a "cashless exercise" in accordance with Section
7.03 of the Plan.
(e) Limited Transferability. The Optionee shall have the right to
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transfer this option, in whole or in part, to (i) the spouse,
children or grandchildren of
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the Optionee ("Immediately Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediately Family
Members, or (iii) a partnership in which such Immediate Family
Members are the only partners, provided that (y) there may be no
consideration for any such transfer and (z) subsequent transfers
of this option once transferred shall be prohibited except
transfers made by will or the laws of descent and distribution,
subject to the terms hereof. Following transfer, this option shall
continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, provided that for
purposes of this Section 2, the term Optionee shall be deemed to
refer to the transferee. The events of resignation from or
cessation of Board service of this Agreement shall continue to be
applied with respect to the original Optionee to whom this option
was granted, following which the option shall be exercisable by
the transferee only to the extent, and for the period specified in
this Section 2 (e).
3. Exercise in the Event of Death. Subject to the six month
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exercisability requirement set forth in Section 2(b) hereof, this option shall
remain exercisable with respect to any shares yet unexercised in the event that
Optionee dies prior to exercising this option in full and prior to the
Expiration Date of this option. In that event, this option may be exercised by
Optionee's estate, or the person or persons to whom his rights under this option
shall pass by will or by the laws of descent and distribution. Optionee's estate
or such persons must exercise this option with respect to
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the remaining shares subject to the option, if at all, within two years of the
date of Optionee's death or during the remainder of the period preceding the
Expiration Date, whichever is shorter.
4. Exercise in the Event of Permanent and Total Disability. Subject to
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the six month exercisability requirement set forth in Section 2(b) hereof, this
option shall remain exercisable with respect to any shares yet unexercised if
the Optionee becomes permanently and totally disabled (within the meaning of
Section 105(d)(4) of the Code) while serving on the Board prior to exercising
this option in full and prior to the Expiration Date of this option. In such
event, Optionee must exercise this option with respect to the remaining shares
subject to this option, if at all, within two years of the date on which he
ceases serving on the Board due to permanent and total disability or during the
remainder of the period preceding the Expiration Date, whichever is shorter.
5. Exercise After Resignation, Non-Election or Other Approved
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Circumstance. Subject to the six month exercisability requirement set forth in
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Section 2(b) hereof, in the event that Optionee resigns from or is not re-
elected or does not stand for re-election to the Board or in any other
circumstance approved by the Board in its sole discretion, this option shall
remain exercisable with respect to any shares yet unexercised, but must be
exercised by Optionee, if at all, within two years following the date of his
resignation or cessation of service on the Board, or within the period
prescribed by the Board in an approved circumstance, or during the remainder of
the period preceding the Expiration Date, whichever is shorter.
6. Fractional Shares. Fractional shares shall not be issuable hereunder,
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and when any provision hereof may entitle the Optionee to a fractional share
such fraction shall be disregarded.
7. Investment Representation. Optionee agrees that, unless such shares
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previously have been registered under the Securities Act of 1933 (a) any shares
purchased by him hereunder will be
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purchased for investment and not with a view to distribution or resale and (b)
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.
8. Change in Capital Structure. Subject to any required action by the
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shareholders of the Company, the number of shares of Common Stock covered by
this option, and the price per share thereof, shall be proportionately adjusted
and its terms shall be adjusted as the Committee shall determine to be equitably
required for any increase or decrease in the number of issued and outstanding
shares of Common Stock of the Company resulting from any stock dividend (but
only on the Common Stock), stock split, subdivision, combination,
reclassification, recapitalization or general issuance to holders of Common
Stock of rights to purchase Common Stock at substantially below its then fair
market value or any change in the number of such shares outstanding effected
without receipt of cash or property or labor or services by the Company for any
spin-off, spin-out, split-up, split-off or other distribution of assets to
shareholders.
In the event of a change in the Common Stock of the Company as presently
constituted, which is limited to a change of all of its authorized shares with
par or without par value, the shares resulting from any such change shall be
deemed to be the Common Stock within the meaning of the Plan.
The grant of the option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
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9. Governing Law. This Agreement shall be governed by and construed and
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enforced in accordance with the laws of the Commonwealth of Virginia, except to
the extent that federal law shall be deemed to apply.
10. Conflicts. In the event of any conflict between the provisions of the
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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.
11. Optionee Bound by Plan. The Optionee hereby acknowledges receipt of a
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copy of the Plan and agrees to be bound by all the terms and provisions thereof.
12. Binding Effect. Subject to the limitations stated above and in the
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Plan, this Agreement shall be binding upon and inure to the benefit of the
legatees, distributees, and personal representatives of the Optionee 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 Optionee has affixed his or her signature
hereto.
UNIVERSAL CORPORATION OPTIONEE
By: __________________________ _____________________________
[Name]
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