Exhibit 10.32
LANDAMERICA FINANCIAL GROUP, INC.
2000 RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT, dated as of this 31st day of January,
2000, between LandAmerica Financial Group, Inc., a Virginia corporation ("the
Company") and Xxxxxxxx X. Xxxxxxxx, Xx. (the "Officer"), is made pursuant and
subject to the provisions of the Company's 1991 Stock Incentive Plan, as
amended, which is incorporated herein by reference, and any future amendments
thereto (the "Plan"), a copy of which is attached. 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 terms of the Plan,
the Company on this date awards to the Officer, subject to the terms and
conditions of the Plan and subject further to the terms and conditions herein
set forth 10,000 shares of Common Stock of the Company (the "Restricted Stock").
2. Terms and Conditions. The award of Restricted Stock hereunder
is subject to the following terms and conditions:
(a) Restricted Period. Except as provided in paragraph 3,
this award of Restricted Stock shall vest, and become nonforfeitable with the
schedule set forth below:
Percent of
Date Award Vested
---- ------------
January 31, 2001 25%
January 31, 2002 50%
January 31, 2003 75%
January 31, 2004 100%
The period from the date hereof until the shares of Restricted Stock
have become 100% vested shall be referred to as the "Restricted Period."
(b) Certificates Issued. The stock certificates
evidencing the Restricted Stock shall be registered on the Company's books in
the name of the Officer as of the date hereof. Upon vesting of any part of the
shares of Restricted Stock prior to any event of forfeiture under paragraph 3,
by virtue of expiration of a Restriction Period set forth above or under
paragraph 3 of this Agreement, the Company shall cause a stock certificate,
without such restricted stock legend to be issued covering the requisite number
of vested shares of the Company's Common Stock, registered on the Company's
books in the name of the Officer, within thirty (30) days after such vesting.
Upon receipt of such stock certificate(s) without the restricted stock legend,
the Officer is free to hold or dispose of such certificate, subject to (1) the
general conditions and procedures provided in the Plan and this Agreement and
(2) the applicable restrictions and procedures of the securities laws of the
United States of America and the Commonwealth of Virginia. During each
applicable Restriction Period, the shares of Restricted Stock that are not yet
vested are not transferable by the Officer by means of sale, assignment,
exchange, pledge, or otherwise.
(c) Shareholder Rights. Prior to any forfeiture of the
shares of Restricted Stock and while the shares are shares of Restricted Stock,
the Officer shall, subject to the restrictions of the Plan, have all rights of a
shareholder with respect to the shares of Restricted Stock awarded hereunder,
including the right to receive dividends, warrants and rights and vote the
shares; provided, however, that (i) the Officer may not sell, transfer, pledge,
exchange, hypothecate, or otherwise dispose of Restricted Stock, (ii) the
Company shall retain custody of the certificates evidencing shares of Restricted
Stock, and (iii) the Officer will deliver to the Company a stock power, endorsed
in blank, with respect to each award of Restricted Stock.
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(d) Reservation of Rights. The Company reserves the right
to retain physical possession and custody of each said stock certificate until
such time as the shares of Restricted Stock are vested (i.e., each applicable
Restriction Period expires). The Company reserves the right to place a legend on
each said stock certificate, restricting the transferability of such certificate
and referring to the terms and conditions (including forfeiture) provided in
this Agreement.
(e) Tax Withholding. The Company shall have the right to
retain and withhold from any award of the Restricted Stock, the amount of taxes
required by any government to be withheld or otherwise deducted and paid with
respect to such award. At its discretion, the Company may require the Officer
receiving shares of Restricted Stock to reimburse the Company for any such taxes
required to be withheld by the Company, and, withhold any distribution in whole
or in part until the Company is so reimbursed. In lieu thereof, the Company
shall have the unrestricted right to withhold, from any other cash amounts due
(or to become due) from the Company to the Officer, an amount equal to such
taxes required to be withheld by the Company to reimburse the Company for any
such taxes (or retain and withhold a number of shares of vested Restricted
Stock, having a market value not less than the amount of such taxes, and cancel
in whole or in part any such shares so withheld, in order to reimburse the
Company for any such taxes).
3. Death; Disability; Retirement; Termination of Employment. The
shares of Restricted Stock not yet vested shall become 100% vested and
transferable in the event that the Officer dies or becomes permanently and total
disabled (within the meaning of Section 22(e)(3) of the Code) while employed by
the Company or an Affiliate during the Restricted Period. In the event that the
Officer retires from employment with the Company during the Restricted Period,
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but after age 62 and after the expiration of the initial term of the Executive
Employment Agreement, if any, or in any other circumstance approved by the
Committee in its sole discretion, the shares of Restricted Stock shall become
100% vested and transferable. In all events other than those previously
addressed in this paragraph, if the Officer ceases to be an employee of the
Company or an Affiliate, the Officer shall be vested only as to that percentage
of shares of Restricted Stock which are vested at the time of the termination of
his employment and the Officer shall forfeit the right to the shares of
Restricted Stock which are not yet vested.
4. No Right to Continued Employment. This Agreement does not
confer upon the Officer any right with respect to continuance of employment by
the Company or an Affiliate, nor shall it interfere in any way with the right of
the Company or an Affiliate to terminate his or her employment at any time.
5. Investment Representation. The Officer agrees that unless such
shares previously have been registered under the Securities Act of 1933 (i) the
shares of Restricted Stock awarded to him or her 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.
6. Change of Control or Capital Structure. Subject to any
required action by the shareholders of the Company, the number of shares of
Restricted Stock covered by this award shall be proportionately adjusted and the
terms of the restrictions on such shares 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,
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recapitalization or general issuance to the 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 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 of Control, the provisions of Section 13.03 of
the Plan shall apply to this award of Restricted Stock. In the event of a change
in the Common Stock of the Company as presently constituted, which is limited to
a change in all of its authorized shares without par value into the same number
of shares with par value, the shares resulting from any such change shall be
deemed to be the Common Stock within the meaning of the Plan.
The award of Restricted Stock 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.
7. 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.
8. 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. All references herein to the
Plan shall mean the Plan as in effect on the date hereof.
9. Officer Bound by Plan. The Officer hereby acknowledges receipt
of a copy of the Plan and agrees to be bound by all the terms and provisions
thereof.
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10. Binding Effect. Subject to the limitations stated herein and
in the Plan, this Agreement shall be binding upon and inure to the benefit of
the legatees, distributees, and personal representatives of the Officer 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 Officer has affixed his or her signature
hereto.
LANDAMERICA FINANCIAL GROUP, INC. OFFICER
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
-------------------------- /s/ Xxxxxxxx X. Xxxxxxxx, Xx.
Xxxxxxx X. Xxxxxx, Xx. ------------------------------
Title: Chairman and Chief Executive Officer Xxxxxxxx X. Xxxxxxxx, Xx.
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