Exhibit 10.4
LANDAMERICA FINANCIAL GROUP, INC.
NON-EMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
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THIS AGREEMENT dated as of May 17, 2000, between LandAmerica Financial
Group, Inc., a Virginia corporation (the "Company"), and _____________________
(the "Optionee"), is made pursuant and subject to the provisions of the
Company's 1991 Stock Incentive Plan, as amended from time to time (the "Plan").
All terms used herein that are defined in the Plan shall have the same meanings
given them in the Plan.
1. Grant of Option. Pursuant to the terms of the Plan, the
Company, on May 17, 2000, 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 Two Thousand (2,000) shares of the Common Stock of the Company
(the "Common Stock") at an option price per share of $20.0625 (the "Option").
The Option shall be a Non-Qualified Stock Option exercisable as hereinafter
provided.
2. Terms and Conditions. This Option is subject to the following
terms and conditions:
(a) Expiration Date. The Expiration Date of this Option
is May 17, 2010.
(b) Exercise of Option. This Option shall be exercisable
with 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 with respect to
such shares until the termination of The Optionee's rights hereunder pursuant to
paragraph 3, 4 and 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 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 either 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 by
applicable laws and regulations, at the request of the Optionee, the Company
will cooperate in a "cashless exercise" in accordance with Section 8.05 of the
Plan.
(e) Nontransferability. This Option is nontransferable
except, in the event of the Optionee's death, by will or by the laws of descent
and distribution subject to the terms hereof. During the Optionee's lifetime,
this Option may be exercised only by the Optionee.
3. Exercise in the Event of Death. Subject to the six month
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
the Optionee dies prior to exercising this Option in full and prior to the
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Expiration Date of this Option. In that event, this Option may be exercised by
the Optionee's estate, or the person or persons to whom his rights under this
Option shall pass by will or the laws of descent and distribution. The
Optionee's estate or such persons must exercise this Option with respect to the
remaining shares subject to the Option, if at all, within two years of the date
of the 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 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 the Company's Long-Term Disability Plan) while serving on the Board
prior to exercising this Option in full and prior to the Expiration Date of this
Option. In such event, the Optionee must exercise this Option with respect to
the remaining shares subject to the 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
Circumstance. Subject to the six month exercisability requirement set forth in
Section 2(b) hereof, in the event that the 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 the Optionee, if at all, within two years following the date of his
resignation or cessation of service on the Board, or
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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, and when any provision hereof may entitle the Optionee to a
fractional share such fraction shall be disregarded.
7. Investment Representation. The Optionee agrees that, unless
such shares shall previously have been registered under the Securities Act of
1933, (a) any shares purchased by him hereunder will be 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 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 or 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 value or without par value, the
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shares resulting from any such change shall be deemed to be the Common Stock
within the meaning of the Plan.
The grant of this 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.
9. Governing Law. This Agreement shall be governed by and
construed and 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 Plan as in effect on the date hereof and the provisions of this
Agreement, the provisions of the Plan shall govern.
11. Optionee Bound by Plan. The Optionee hereby acknowledges
receipt of a 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 Plan, this Agreement shall be binding upon and insure to the benefit of the
legatees, distributees, and personal representatives of the Optionee and the
successors of the Company.
13. Counterparts. This Agreement may be executed in one or more
counterparts, each one of which when so executed shall be deemed to be an
original, and all of which taken together shall constitute one and the same
agreement.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by a duly authorized officer, and the Optionee has affixed his signature hereto.
OPTIONEE: LANDAMERICA FINANCIAL GROUP,
INC.
_________________________ By:__________________________
Title:_______________________
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