Exhibit 10.31
UNIVERSAL CORPORATION
AMENDMENT TO STOCK OPTION AND
EQUITY ACCUMULATION 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 Universal Corporation (the "Company") and __________________ (the
"Optionee").
The Company and the Optionee agree to amend each of the Option Agreements
as follows:
1. Subparagraph 5F of each Option Agreement is hereby deleted, and each of the
Option Agreements is hereby amended to include the following:
F. Payment of Taxes Under the Automatic Exercise Program. Unless at least
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six (6) months prior to an Automatic Exercise Date the Optionee gives
written notice to the Company, directed to the attention of its
Secretary, that he or she will pay the Company, on a timely basis,
cash for the payment of withholding taxes on the gain realized from
the exercise of an Option under the Automatic Exercise Program, 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 from the Optionee's account to the broker hereinafter
designated by the Optionee, free of all restrictions, the number of
whole shares of Common Stock which best approximates the amount of
taxes to be withheld in excess of the minimum statutory amount
required to be withheld by the Company. For purposes of the preceding
sentence, the Optionee designates Xxxx Xxxxx Xxxx Xxxxxx, Inc.,
Xxxxxxxxxx Xxxxx, Xxxxx 000, 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx
00000-0000, Account No. _________, as his or her broker and authorizes
and directs the Company to deliver such shares to said broker and
authorizes and directs the broker to sell the shares and remit the
proceeds to the Company for the payment of withholding taxes.
2. Xxxxxxxxxxxx 0X 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. An Option exercised
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pursuant to this paragraph 6 shall be exercised by written notice of
the Optionee 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 pursuant to
subparagraphs 6E or 6F. 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 in full of the Option Price 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) to the Company of shares of Common Stock of 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.
3. Subparagraph 6I of each Option Agreement is hereby deleted, and each of the
Option Agreements is hereby amended to include the following:
I. 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.
UNIVERSAL CORPORATION OPTIONEE
By: _______________________________________ _________________________________
Xxxxxxx X. Xxxxxx, Vice President and [OPTIONEE]
Chief Administrative Officer
EXHIBIT A TO
UNIVERSAL CORPORATION
AMENDMENT TO STOCK OPTION AND
EQUITY ACCUMULATION AGREEMENTS
1. 1991 Stock Option and Equity Accumulation Agreement dated December 5,
1991, as amended.
2. 1994 Stock Option and Equity Accumulation Agreement dated December 1,
1994, as amended.
3. 1997 Stock Option and Equity Accumulation Agreement dated November
20, 1997, as amended.
4. 1999 Stock Option and Equity Accumulation Agreement dated December 2,
1999.
