Exhibit 10.30
LANDAMERICA FINANCIAL GROUP, INC.
2000 STOCK INCENTIVE PLAN
(as amended and restated February 21, 2001)
Article I
DEFINITIONS
For purposes of this Plan, the following terms shall have the following
meanings:
1.01 Agreement means a written agreement (including any amendment
or supplement thereto) between the Company and a Participant specifying the
terms and conditions of a Grant or an Award issued to such Participant.
1.02 Award means an award of Common Stock, Restricted Stock and/or
Phantom Stock.
1.03 Board means the Board of Directors of the Company.
1.04 Change of Control means:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (a) the then outstanding shares
of Common Stock of the Company (the "Outstanding Company Common Stock") or (b)
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes
of this subsection (i), the following acquisitions shall not constitute a Change
of Control: (a) any acquisition directly from the Company; (b) any acquisition
by the Company; (c) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by
the Company; or (d) any acquisition by any corporation pursuant to a transaction
which complies with clauses (a), (b) and (c) of subsection (iii) of this Section
1.04; or
(ii) Individuals who, as of the Effective Date, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case, unless,
following such Business Combination, (a) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either directly or
through one or more Subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (b) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (c) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or
(iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, for purposes of subsection (i) of this
Section 1.04, a Change of Control shall not be deemed to have taken place if, as
a result of an acquisition by the Company which reduces the Outstanding Company
Common Stock or the Outstanding Company Voting Securities, the beneficial
ownership of a Person increases to 20% or more of the Outstanding Company Common
Stock or the Outstanding Company Voting Securities; provided, however, that if a
Person shall become the beneficial owner of 20% or more of the Outstanding
Company Common Stock or the Outstanding Company Voting Securities by reason of
share purchases by the Company and, after such share purchases by the Company,
such Person becomes the beneficial owner of any additional shares of the
Outstanding Company Common Stock or the Outstanding Company Voting Stock, for
purposes of subsection (i) of this Section 1.04, a Change of Control shall be
deemed to have taken place.
1.05 Change of Control Date is the date on which an event described
in (i) through (iv) of Section 1.04 occurs.
1.06 Code means the Internal Revenue Code of 1986, as amended from
time to time. References to the Code shall include the valid and binding
governmental regulations, court decisions and other regulatory and judicial
authority issued or rendered thereunder.
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1.07 Commission means the Securities and Exchange Commission or any
successor agency.
1.08 Committee means the Compensation Committee of the Board.
1.09 Common Stock means the Common Stock of the Company.
1.10 Company means LandAmerica Financial Group, Inc.
1.11 Effective Date means the date on which this Plan is approved
by the shareholders of the Company.
1.12 Exchange Act means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
1.13 Fair Market Value means, on any given date, the closing price
of a share of Common Stock as reported on the New York Stock Exchange composite
tape on such day or, if the Common Stock was not traded on the New York Stock
Exchange on such day, then on the next preceding day that the Common Stock was
traded on such exchange, all as reported by such source as the Committee may
select.
1.14 Grant means the grant of an Option and/or an SAR.
1.15 Incentive Stock Option means an Option which qualifies and is
intended to qualify as an "incentive stock option" under Section 422 of the
Code.
1.16 Initial Value means, with respect to an SAR, the Fair Market
Value of one share of Common Stock on the date of grant, as set forth in an
Agreement.
1.17 Non-Qualified Stock Option means an Option other than an
Incentive Stock Option.
1.18 Option means a stock option that entitles the holder to
purchase from the Company a stated number of shares of Common Stock at the price
and on the conditions set forth in an Agreement.
1.19 Option Price means the price per share for Common Stock
purchased on the exercise of an Option as provided in Article VI.
1.20 Participant means an officer, director, employee, agent,
consultant or advisor of the Company or of a Subsidiary who satisfies the
requirements of Article IV and is selected by the Committee to receive a Grant
or an Award. For purposes of this Plan, the term "agent" is deemed to include
title insurance agents, fee attorneys and other agents as the Committee may
determine from time to time.
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1.21 Phantom Stock means a bookkeeping entry on behalf of a
Participant by which his account is credited (but not funded) as though Common
Stock had been transferred to such account.
1.22 Plan means the LandAmerica Financial Group, Inc. 2000 Stock
Incentive Plan, as amended from time to time.
1.23 Prior Plan means the LandAmerica Financial Group, Inc. 1991
Stock Incentive Plan, as amended.
1.24 Restricted Stock means shares of Common Stock awarded to a
Participant under Article IX and designated as Restricted Stock. Shares of
Common Stock shall cease to be Restricted Stock when, in accordance with the
terms of the applicable Agreement, they become transferable and free of
substantial risk of forfeiture.
1.25 Rule 16b-3 means Rule 16b-3, as promulgated by the Commission
under Section 16(b) of the Exchange Act, as amended from time to time, or any
successor rule.
1.26 SAR means a stock appreciation right granted pursuant to this
Plan that entitles the holder to receive, with respect to each share of Common
Stock encompassed by the exercise of such SAR, the excess of the Fair Market
Value at the time of exercise over the Initial Value of the SAR; provided, that
any limited stock appreciation right granted by the Committee and exercisable
upon a Change of Control shall entitle the holder to receive, with respect to
each share of Common Stock encompassed by the exercise of such SAR, the higher
of (x) the highest sales price of a share of Common Stock as reported on the New
York Stock Exchange composite tape during the 60-day period prior to and
including the Change of Control Date, or (y) the highest price per share paid in
a Change of Control transaction, except that in the case of SARs related to
Incentive Stock Options, such price shall be based only on the Fair Market Value
of the Common Stock on the date that the Incentive Stock Option is exercised.
1.27 Securities Broker means the registered securities broker
acceptable to the Company who agrees to effect the cashless exercise of an
Option pursuant to Section 8.05 hereof.
1.28 Subsidiary means, with respect to any corporation, a
"subsidiary corporation" of that corporation within the meaning of Code Section
424(f).
Article II
PURPOSES
The Plan is intended to assist the Company in recruiting and retaining
officers, directors, key employees, agents, consultants and advisors with
ability and initiative by enabling such persons who contribute significantly to
the Company or a Subsidiary to participate in its future success and to
associate their interests with those of the Company and its shareholders. The
Plan is intended to permit the award of Common Stock, Restricted Stock, and
Phantom Stock, and the issuance of Options qualifying as Incentive Stock Options
or Non-Qualified Stock Options as designated by the Committee at time of grant,
and SARs. No Option that is intended to be an Incentive Stock Option
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however, shall be invalid for failure to qualify as an Incentive Stock Option
under Section 422 of the Code but shall be treated as a Non-Qualified Stock
Option.
Article III
ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall
have authority to issue Grants and Awards upon such terms (not inconsistent with
the provisions of this Plan) as the Committee may consider appropriate. The
terms of such Grants and Awards may include conditions (in addition to those
contained in this Plan) on (i) the exercisability of all or any part of an
Option or SAR and (ii) the transferability or forfeitability of Restricted Stock
or Phantom Stock. In addition, the Committee shall have complete authority to
interpret all provisions of this Plan; to prescribe the form of Agreements; to
adopt, amend, and rescind rules and regulations pertaining to the administration
of the Plan; and to make all other determinations necessary or advisable for the
administration of this Plan. To fulfill the purposes of the Plan without
amending the Plan, the Committee may also modify any Grants or Awards issued to
Participants who are nonresident aliens or employed outside of the United States
to recognize differences in local law, tax policy or custom.
The express grant in the Plan of any specific power to the Committee
shall not be construed as limiting any power or authority of the Committee. Any
decision made, or action taken, by the Committee or in connection with the
administration of this Plan shall be final and conclusive. All expenses of
administering this Plan shall be borne by the Company.
Article IV
ELIGIBILITY
4.01 General. Any officer, director, employee, agent, consultant or
advisor of the Company or of any Subsidiary (including any corporation that
becomes a Subsidiary of the Company after the adoption of this Plan) may receive
one or more Awards or Grants, or any combination or type thereof. Employee and
non-employee directors of the Company are eligible to participate in this Plan.
4.02 Grants and Awards. The Committee will designate the
individuals to whom Grants and/or Awards are to be made and will specify the
number of shares of Common Stock subject to each such Grant or Award. An Option
may be granted alone or in addition to other Grants and/or Awards under the
Plan. The Committee shall have the authority to grant Incentive Stock Options,
Non-Qualified Stock Options or both types of Options (in each case with or
without a related SAR) to any Participant; provided, however, that Incentive
Stock Options may be granted only to employees of the Company and its
Subsidiaries. An SAR may be granted with or without a related Option. All Grants
or Awards under this Plan shall be evidenced by Agreements which shall be
subject to applicable provisions of this Plan and to such other provisions as
the Committee may determine. No Participant may be granted Options that are
Incentive Stock Options, or related SARs (under all plans of the Company and its
Subsidiaries which provide for the grant of Incentive Stock Options) which are
first exercisable in any calendar year for Common Stock having an
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aggregate Fair Market Value (determined as of the date an Option is granted)
exceeding $100,000 or such other amount as shall be specified in Code Section
422 and the rules and regulations thereunder from time to time. No Participant
may receive Grants or Awards under the Plan with respect to more than 200,000
shares of Common Stock during any one calendar year.
4.03 Designation of Option as an Incentive Stock Option or
Non-Qualified Stock Option. The Committee will designate at the time an Option
is granted whether the Option is to be treated as an Incentive Stock Option or a
Non-Qualified Stock Option. In the absence, however, of any such designation,
such Option shall be treated as a Non-Qualified Stock Option.
4.04 Qualification of Incentive Stock Option under Section 422 of
the Code. Anything in this Plan to the contrary notwithstanding, no term of this
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be
exercised so as to disqualify the Plan under Section 422 of the Code or, without
the consent of the Participant so affected, to disqualify any Incentive Stock
Option under such Section 422. No Option that is intended to be an Incentive
Stock Option however, shall be invalid for failure to qualify as an Incentive
Stock Option under Section 422 of the Code but shall be treated as a
Non-Qualified Stock Option.
Article V
STOCK SUBJECT TO PLAN
5.01 Maximum Number of Shares to be Awarded. Subject to the
adjustment provisions of Article XI and the provisions of (i) and (ii) of this
Article V, up to 3,000,000 shares of Common Stock may be issued under the Plan.
In addition to such authorization, the following shares of Common Stock may be
issued under the Plan:
(i) Shares of Common Stock that are forfeited under this
Plan or the Prior Plan, and shares of Common Stock that are not issued under
this Plan or the Prior Plan because of (x) a payment of cash in lieu of shares
of Common Stock, (y) the cancellation, termination or expiration of Grants and
Awards, and/or (z) other similar events under this Plan or the Prior Plan, shall
be available for issuance under this Plan; and
(ii) If a Participant tenders, or has withheld, shares of
Common Stock in payment of all or part of the Option Price under an Option
granted under this Plan or the Prior Plan, or in satisfaction of withholding tax
obligations thereunder, the shares of Common Stock so tendered by the
Participant or so withheld shall become available for issuance under this Plan.
Notwithstanding (i) above, any shares of Common Stock that are
authorized to be issued under the Prior Plan but that are not issued or covered
by Grants or Awards under the Prior Plan, shall not be available for issuance
under this Plan.
Subject to the adjustment provisions of Article XI, not more than
500,000 shares of Common Stock shall be issued under Awards of Common Stock,
Restricted Stock and/or Phantom Stock.
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Subject to the foregoing provisions of this Article V, if a Grant or an
Award may be paid only in shares of Common Stock, or in either cash or shares of
Common Stock, the shares of Common Stock shall be deemed to be issued hereunder
only when and to the extent that payment is actually made in shares of Common
Stock. However, the Committee may authorize a cash payment under a Grant or an
Award in lieu of shares of Common Stock if there are insufficient shares of
Common Stock available for issuance under the Plan.
5.02 Independent SARs. Upon the exercise of an SAR granted
independently of an Option, the Company may deliver to the Participant
authorized but previously unissued Common Stock, cash, or a combination thereof
as provided in Section 8.03. The maximum aggregate number of shares of Common
Stock that may be issued pursuant to SARs that are granted independently of
Options is subject to the provisions of Section 5.01 hereof.
Article VI
OPTION PRICE
The price per share for Common Stock purchased on the exercise of an
Option shall be fixed by the Committee on the date of grant; provided, however,
that the price per share shall not be less than the Fair Market Value on such
date.
Article VII
EXERCISE OF OPTIONS
7.01 Maximum Option or SAR Period. The period in which an Option or
SAR may be exercised shall be determined by the Committee on the date of grant;
provided, however, that an Incentive Stock Option shall not be exercisable after
the expiration of 10 years (or 5 years in the case of an Incentive Stock Option
granted to a 10% shareholder as determined under Section 422 of the Code) from
the date the Incentive Stock Option was granted. The date upon which any Option
or SAR granted by the Committee becomes exercisable may be accelerated by the
Committee in its discretion. Subject to the terms hereof, the term of
exercisability for any Option or SAR granted by the Committee may be extended by
the Committee and may be made contingent upon the continued employment of the
Participant by the Company or Subsidiary.
7.02 Transferability of Options and SARs. Non-Qualified Stock
Options and SARs may be transferable by a Participant and exercisable by a
person other than a Participant, but only to the extent specifically provided in
an Option or SAR Agreement. Incentive Stock Options, by their terms, shall not
be transferable except by will or by the laws of descent and distribution and
shall be exercisable, during the Participant's lifetime, only by the
Participant. No right or interest of a Participant in any Option or SAR shall be
liable for, or subject to, any lien, obligation or liability of such
Participant.
7.03 Employee Status. For purposes of determining the applicability
of Section 422 of the Code (relating to Incentive Stock Options), or in the
event that the terms of any Grant provide
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that it may be exercised only during employment or within a specified period of
time after termination of employment, the Committee may decide to what extent
leaves of absence for governmental or military service, illness, temporary
disability, or other reasons shall not be deemed interruptions of continuous
employment.
Article VIII
METHOD OF EXERCISE
8.01 Exercise. Subject to the provisions of Articles VII and XII,
an Option or SAR may be exercised in whole at any time or in part from time to
time at such times and in compliance with the applicable Agreement and such
other requirements as the Committee shall determine; provided, however, that an
SAR that is related to an Option may be exercised only to the extent that the
related Option is exercisable and when the Fair Market Value exceeds the Option
Price of the related Option. An Option or SAR granted under this Plan may be
exercised with respect to any number of whole shares less than the full number
for which the Option or SAR could be exercised. Such partial exercise of an
Option or SAR shall not affect the right to exercise the Option or SAR from time
to time in accordance with this Plan with respect to remaining shares subject to
the Option or related SAR. The exercise of an Option shall result in the
termination of the SAR to the extent of the number of shares with respect to
which the Option is exercised.
8.02 Payment. Unless otherwise provided by the Agreement, payment
of the Option Price shall be made in cash. If the Agreement provides, payment of
all or part of the Option Price (and any applicable withholding taxes) may be
made by surrendering already owned shares of Common Stock to the Company or by
the Company withholding shares of Common Stock from the Participant upon
exercise, provided the shares surrendered or withheld have a Fair Market Value
(determined as of the day preceding the date of exercise) that is not less than
such price or part thereof and any such withholding taxes. In addition, the
Committee may establish such payment or other terms as it may deem to be
appropriate and consistent with these purposes.
8.03 Determination of Payment of Cash and/or Common Stock Upon
Exercise of SAR. At the Committee's discretion, the amount payable as a result
of the exercise of an SAR may be settled in cash, Common Stock, or a combination
of cash and Common Stock. No fractional shares shall be delivered upon the
exercise of an SAR but a cash payment will be made in lieu thereof.
8.04 Shareholder Rights. No Participant shall have any rights as a
shareholder with respect to shares subject to his Option or SAR until the date
he exercises such Option.
8.05 Cashless Exercise. To the extent permitted under the
applicable laws and regulations, at the request of the Participant and with the
consent of the Committee, the Company agrees to cooperate in a "cashless
exercise" of the Option. The cashless exercise shall be effected by the
Participant 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. The
Committee may permit a Participant to elect to pay
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any applicable withholding taxes by requesting that the Company withhold the
number of shares of Common Stock equivalent at current Fair Market Value to the
withholding taxes due.
8.06 Cashing Out of Option. The Committee may elect to cash out all
or part of the portion of any Option to be exercised by paying the optionee an
amount, in cash or Common Stock, equal to the excess of the Fair Market Value of
the Common Stock that is the subject of the portion of the Option to be
exercised over the Option Price times the number of shares of Common Stock
subject to the portion of the Option to be exercised on the effective date of
such cash out.
Article IX
COMMON STOCK AND RESTRICTED STOCK
9.01 Award. In accordance with the provisions of Article IV, the
Committee will designate the individuals to whom an Award of Common Stock and/or
Restricted Stock is to be made and will specify the number of shares of Common
Stock covered by such Award or Awards.
9.02 Vesting. In the case of Restricted Stock, on the date of the
Award, the Committee may prescribe that the Participant's rights in the
Restricted Stock shall be forfeitable or otherwise restricted in any manner in
the discretion of the Committee for such period of time as is set forth in the
Agreement. Subject to the provisions of Article XII hereof, the Committee may
award Common Stock to a Participant which is not forfeitable and is free of any
restrictions on transferability.
9.03 Shareholder Rights. Prior to their forfeiture in accordance
with the terms of the Agreement and while the shares are Restricted Stock, a
Participant will have all rights of a shareholder with respect to Restricted
Stock, including the right to receive dividends and vote the shares; provided,
however, that (i) a Participant 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 Participant will deliver to the Company a stock power, endorsed in
blank, with respect to each award of Restricted Stock.
Article X
PHANTOM STOCK
10.01 Award. Pursuant to this Plan or an Agreement establishing
additional terms and conditions, the Committee may designate employees to whom
Awards of Phantom Stock may be made and will specify the number of shares of
Common Stock covered by the Award.
10.02 Vesting. On the date of the Award, the Committee may prescribe
that the Participant's right to receive payment for Phantom Stock shall be
forfeitable or otherwise restricted in any manner in the discretion of the
Committee for such period of time set forth in the Agreement.
10.03 Shareholder Rights. A Participant for whom Phantom Stock has
been credited generally shall have none of the rights of a shareholder with
respect to such Phantom Stock.
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However, a plan or Agreement for the use of Phantom Stock may provide for the
crediting of a Participant's Phantom Stock account with cash or stock dividends
declared with respect to Common Stock represented by such Phantom Stock.
10.04 Payment. At the Committee's discretion, the amount payable to
a Participant for Phantom Stock credited to his account shall be made in cash,
Common Stock or a combination of cash and Common Stock.
10.05 Transferability of Phantom Stock. Phantom Stock may be
transferable by a Participant, but only to the extent specifically provided in
the Agreement. No right or interest of a Participant in any Phantom Stock shall
be liable for, or subject to, any lien, obligation or liability of such
Participant.
Article XI
ADJUSTMENT UPON CHANGE IN COMMON STOCK
Should the Company effect one or more (x) stock dividends, stock
split-ups, subdivisions or consolidations of shares or other similar changes in
capitalization; (y) spin-offs, spin-outs, split-ups, split-offs, or other such
distribution of assets to shareholders; or (z) direct or indirect assumptions
and/or conversions of outstanding Options due to an acquisition of the Company,
then the maximum number of shares as to which Grants and Awards may be issued
under this Plan shall be proportionately adjusted and their terms shall be
adjusted as the Committee shall determine to be equitably required, provided
that the number of shares subject to any Grant or Award shall always be a whole
number. Any determination made under this Article XI by the Committee shall be
final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to any
Grant or Award.
Article XII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Grant shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements) and the rules of all domestic stock exchanges on which the
Company's shares may be listed. The Company may rely on an opinion of its
counsel as to such compliance. Any share certificate issued to evidence Common
Stock for which a Grant is exercised or an Award is issued may bear such legends
and statements as the Committee may deem advisable to assure compliance with
federal and state laws and regulations. No Grant shall be exercisable, no Common
Stock shall be issued, no certificate for shares shall be delivered, and no
payment shall be
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made under this Plan until the Company has obtained such consent or approval as
the Committee may deem advisable from regulatory bodies having jurisdiction over
such matters.
Article XIII
GENERAL PROVISIONS
13.01 Effect on Employment. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any employee any right to continue in the employ of
the Company or a Subsidiary or in any way affect any right and power of the
Company or a Subsidiary to terminate the employment of any employee at any time
with or without assigning a reason therefor.
13.02 Unfunded Plan. The Plan, insofar as it provides for a Grant or
an Award of Phantom Stock, is not required to be funded, and the Company shall
not be required to segregate any assets that may at any time be represented by a
Grant or an Award of Phantom Stock under this Plan.
13.03 Change of Control. Notwithstanding any other provision of the
Plan to the contrary, in the event of a Change of Control:
(i) Unless otherwise provided by the Committee in an
Agreement, any outstanding Option, SAR (including any limited SAR) or Phantom
Stock which is not presently exercisable and vested as of a Change of Control
Date shall become fully exercisable and vested to the full extent of the
original Grant upon such Change of Control Date.
(ii) Unless otherwise provided by the Committee in an
Agreement, the restrictions applicable to any outstanding Restricted Stock shall
lapse, and such Restricted Stock shall become free of all restrictions and
become fully vested, nonforfeitable and transferable to the full extent of the
original Award. The Committee may also provide in an Agreement that a
Participant may elect, by written notice to the Company within 60 days after a
Change of Control Date, to receive, in exchange for shares that were Restricted
Stock immediately before the Change of Control Date, a cash payment equal to the
Fair Market Value of the shares surrendered on the last business day the Common
Stock is traded on the New York Stock Exchange prior to receipt by the Company
of such written notice.
(iii) The Committee may, in its complete discretion, cause
the acceleration or release of any and all restrictions or conditions related to
a Grant or Award, in such manner, in the case of officers and directors of the
Company who are subject to Section 16(b) of the Exchange Act, as to conform to
the provisions of Rule 16b-3.
13.04 Rules of Construction. Headings are given to the articles and
sections of this Plan solely for ease of reference and are not to be considered
in construing the terms and conditions of the Plan. The reference to any
statute, regulation, or other provision of law shall be construed to refer to
any amendment to or successor of such provision of law.
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13.05 Rule 16b-3 Requirements. Notwithstanding any other provisions
of the Plan, the Committee may impose such conditions on any Grant or Award, and
the Board may amend the Plan in any such respects, as they may determine, on the
advice of counsel, are necessary or desirable to satisfy the provisions of Rule
16b-3. Any provision of the Plan to the contrary notwithstanding, and except to
the extent that the Committee determines otherwise: (a) transactions by and with
respect to officers and directors of the Company who are subject to Section
16(b) of the Exchange Act shall comply with any applicable conditions of Rule
16b-3; and (b) every provision of the Plan shall be administered, interpreted
and construed to carry out the foregoing provisions of this sentence.
13.06 Amendment, Modification and Termination. At any time and from
time to time, the Board may terminate, amend or modify the Plan. Such amendment
or modification may be without shareholder approval except to the extent that
such approval is required by the Code, pursuant to the rules under Section 16 of
the Exchange Act, by any national securities exchange or system on which the
Common Stock is then listed or reported, by any regulatory body having
jurisdiction with respect thereto or under any other applicable laws, rules, or
regulations. No termination, amendment, or modification of the Plan, other than
pursuant to Section 13.05 herein, shall in any manner adversely affect any Grant
or Award theretofore issued under the Plan, without the written consent of the
Participant. The Committee may amend the terms of any Grant or Award theretofore
issued under this Plan, prospectively or retrospectively, but no such amendment
shall impair the rights of any Participant without the Participant's written
consent except an amendment provided for or contemplated in the terms of the
Grant or Award, an amendment made to cause the Plan, or Grant or Award, to
qualify for the exemption provided by Rule 16b-3, or an amendment to make an
adjustment under Article XI. Except as provided in Article XI, the Option Price
of any outstanding Option may not be adjusted or amended, whether through
amendment, cancellation or replacement, unless such adjustment or amendment is
approved by the shareholders of the Company.
13.07 Governing Law. The validity, construction and effect of the
Plan and any actions taken or related to the Plan shall be determined in
accordance with the laws of the Commonwealth of Virginia and applicable federal
law.
13.08 Successors and Assigns. All obligations of the Company under
the Plan, with respect to Grants and Awards issued hereunder, shall be binding
on any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation or otherwise, of
all or substantially all of the business and/or assets of the Company. The Plan
shall be binding on all successors and permitted assigns of a Participant,
including, but not limited to, the estate of such Participant and the executor,
administrator or trustee of such estate, and the guardians or legal
representative of the Participant.
13.09 Effect on Prior Plan and Other Compensation Arrangements. The
adoption of this Plan shall have no effect on Grants and Awards made pursuant to
the Prior Plan and the Company's other compensation arrangements. Nothing
contained in this Plan shall prevent the Company from adopting other or
additional compensation plans or arrangements for its officers, directors or
employees.
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13.10 Duration of Plan. No Grant or Award may be made under this
Plan after May 31, 2010.
13.11 Effective Date. Options may be granted under this Plan, upon
its adoption by the Board, provided that no Option will be effective unless and
until this Plan is approved by the holders of a majority of the shares of the
Company's outstanding voting stock present in person, or represented by proxy,
and entitled to vote at a duly held meeting of the shareholders. No Option
granted prior to the Effective Date may be exercised before the requisite
shareholder approval is obtained.
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