Exhibit 10.32
DELI UNIVERSAL, INC.
AMENDMENT TO NON-QUALIFIED
STOCK OPTION AGREEMENTS
This Amendment dated this 11/th/ day of June, 2001, is made to the
Agreement or Agreements listed on Exhibit A (the "Option Agreements", whether
one or more) between Deli Universal, Inc. (the "Company") and Xxxx M. M. van xx
Xxxxxx (the "Optionee").
The Company and the Optionee agree to amend each of the Option Agreements
as follows:
1. Subparagraph 2(c) of each Option Agreement is hereby deleted and each of
the Option Agreements is hereby amended to include the following:
(c) Method of Exercising and Payment for Shares. This option shall be
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exercised by written notice (i) delivered to the attention of the
Company's Secretary at the Company's principal office in Richmond,
Virginia and (ii) telefaxed on the date of such delivery to the
Secretary of Universal Corporation at (000) 000-0000. 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 specified in such notice or, if no date is specified, the
date such notice is otherwise received by the Company. Such notice
shall provide for or be accompanied by payment of the option price in
full for each share of Common Stock being acquired pursuant to such
exercise, in cash or cash equivalent acceptable to the Committee, by
the surrender (by physical delivery or attestation) of shares of
Common Stock with a Fair Market Value at the time of exercise equal to
the option price or by any combination of cash or acceptable cash
equivalent and Common Stock having an aggregate Fair Market Value
equal to the option price.
2. Subparagraph 2(d) of each Option Agreement is hereby deleted, and each of
the Option Agreements is hereby amended to include the following:
(d) Cashless Exercise. To the extent permitted under the applicable laws
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and regulations, at the request of the Optionee, the Company agrees to
cooperate in a "cashless exercise" of the option pursuant to this
paragraph 2. The cashless exercise shall be effected by the Optionee
delivering to the Securities Broker instructions to exercise all or
part of the option, including instructions to sell a sufficient number
of shares of Common Stock to cover the costs and expenses associated
therewith.
3. Subparagraph 2(e) of each Option Agreement is hereby re-designated 2(f) and
each of the Option Agreements is hereby amended to include the following
subparagraph 2(e):
(e) Payment of Withholding Taxes. Unless the Optionee pays to the Company
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in cash (or provides for the payment of) the withholding taxes on the
gain realized from the exercise of the Option prior to or at the time
of the date of exercise, the Company shall (i) withhold from the
shares of Common Stock issuable to the Optionee upon such exercise
only the number of whole shares of Common Stock which on such exercise
date best approximates but does not exceed the minimum statutory
amount of taxes required to be withheld by the Company and (ii)
immediately after such exercise deliver to the Securities Broker, free
of all restrictions, the number of whole shares of Common Stock, from
the shares issued upon exercise, which best approximates the amount of
taxes to be withheld in excess of the minimum statutory amount
required to be withheld by the Company. The Optionee authorizes and
directs the Company to deliver such shares to the Securities Broker
and authorizes and directs the Securities Broker to sell the shares
and remit the proceeds to the Company for the payment of withholding
taxes.
4. Except as expressly amended hereby, the Option Agreements shall remain in
full force and effect in all respects and are hereby ratified and affirmed.
IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by a
duly authorized officer, and Optionee has affixed his or her signature hereto.
DELI UNIVERSAL, INC. OPTIONEE
By:________________________ _____________________________
Title:_____________________ Xxxx M. M. van xx Xxxxxx
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EXHIBIT A TO
DELI UNIVERSAL, INC.
AMENDMENT TO NON-QUALIFIED
STOCK OPTION AGREEMENTS
1. 1997 Non-Qualified Stock Option Agreement, as amended.
2. 1999 Non-Qualified Stock Option Agreement, as amended.
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