Exhibit 10.25
DELI UNIVERSAL, INC.
1997 NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of November 20, 1997, between Deli Universal,
Inc., a corporation organized under the laws of Virginia (the "Company"), and
X.X. Xxxxx Tervaert (the "Optionee"), is made pursuant and subject to the
provisions of the Universal Corporation 1997 Executive Stock Plan and any future
amendments thereto (the "Plan"). Capitalized terms not otherwise defined herein
have the meanings given them in the Plan.
1. Grant of Option. Pursuant to the Plan, the Company, on November 20,
1997, 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 17,000
shares of common stock of Universal Corporation ("Common Stock") at the option
price of $38.94 per share. Such option will be 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 November 20, 2002.
(b) Exercise of Option. This option shall be exercisable,
with respect to the total number of shares of Common
Stock covered by this option, as set forth in
paragraph 1 above, on and after the date hereof, and
it shall continue to be exercisable with respect to
such shares until the earlier of (i) termination of
the Optionee's rights hereunder pursuant to paragraph
3 or 4, or (ii) the Expiration Date. A partial
exercise of this option shall not affect the
Optionee's right to exercise this option subsequently
with respect to the remaining shares that are
exercisable subject to the conditions of the Plan and
this Agreement.
(c) Method of Exercising and Payment for Shares. This
option shall be 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
(Facsimile Number 804/254-3594). 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 such notice is received by the Company. Such
notice shall 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 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.
(d) Cashless Exercise. To the extent permitted under the
applicable laws and regulations, at the request of
the Optionee, the Company in its discretion may agree
to a "cashless exercise" of the option. Such cashless
exercise shall be effected pursuant to the procedure
to be established by the Company pursuant to the
Plan, which may include a requirement that at least
three (3) weeks prior to the exercise date the
Optionee provide written notice requesting a cashless
exercise to the Company and to Universal Corporation
in the manner specified in subparagraph 2(c) above.
(e) Nontransferability. This option is nontransferable
except by will or by the laws of descent and
distribution. During the Optionee's lifetime, this
option may be exercised only by the Optionee.
3. Exercise During Employment. Subject to the two-year period for
retirement, death and disability in paragraph 4, this option may not be
exercised in whole or in part after the earlier of (i) the date ninety days
after the date the Optionee terminates his employment with the Company or an
Affiliate or (ii) the Expiration Date; provided, however, that the Optionee's
right to exercise this option shall terminate immediately in the event the
Optionee's employment with the Company or an Affiliate is terminated for cause
as hereinafter defined or the Optionee is in violation of paragraph 6 hereof.
For purposes of the preceding sentence, the Optionee's employment shall be
deemed to have been terminated for cause if the Optionee's employment is
terminated as a result of fraud, dishonesty or embezzlement from the Company or
an Affiliate.
4. Exercise in the Event of Retirement, Death, Disability. This option
shall continue to be exercisable in full in the event that prior to the
Expiration Date of this option the Optionee (i) retires (early, after age 55,
normal, at age 65, or delayed retirement) or for any reason approved by the
Committee in its absolute discretion or, (ii) dies or becomes totally and
permanently disabled (as defined below) while employed by the Company or an
Affiliate. In the event of death 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. This option will continue to be
exercisable for (x) the two-year period beginning on the date the Optionee
retires or for any reason approved by the Committee, dies or terminates
employment due to permanent and total disability, as the case may be, or (y) the
remainder of the period preceding the Expiration Date, whichever is shorter. For
purposes of this Agreement, "totally and permanently disabled" shall mean the
incapacity of the Optionee by reason of bodily injury or disease which prevents
the Optionee from performing the customary duties of his position with the
Company or an Affiliate, provided such disability can be expected to continue
for a lifetime.
5. Exercise in the Event of Liquidation or Reorganization. In the event
of a dissolution or liquidation of Universal Corporation or a merger or
consolidation in which Universal Corporation is not the surviving corporation,
the Optionee shall have the right immediately prior to such dissolution or
liquidation, or merger or consolidation, to exercise his option in full.
6. Optionee Covenants. The Optionee recognizes that over a period of
many years the Company and Universal Corporation and its Affiliates (including
any predecessors or entities from which they might have acquired goodwill) have
developed, at considerable expense, relationships with customers and prospective
customers which constitute a major part of the value of the goodwill of the
Company, Universal Corporation and the Affiliates. During the course of his
employment by the Company, the Optionee will have substantial contact with these
customers and prospective customers. In order to protect the goodwill of the
Company's, Universal Corporation's and the Affiliate's businesses, the Optionee
covenants and agrees that, in the event of the termination of his employment,
whether voluntary or involuntary, he shall forfeit the option if he directly or
indirectly as an owner, shareholder, director, employee, partner, agent, broker,
consultant or other participant, for the period during which the option is
exercisable:
(a) calls upon or causes to be called upon, or
solicits or assists in the solicitation of any
person, firm, association, or corporation, listed as
a customer of the Company, Universal Corporation or
any Affiliate on the date of termination of the
Optionee's employment, for the purpose of selling,
renting or supplying any product or service
competitive with the products or services of the
Company, Universal Corporation or any Affiliate; or
(b) performs for a competitor of the Company the same
or similar services he or she performed for the
Company.
Subparagraphs (a) and (b) are separate and divisible covenants; if for
any reason any one covenant is held to be invalid or unenforceable, in whole or
in part, the same shall not be held to affect the validity or enforceability of
the others, or of any provision of this Agreement. The period and scope of the
restrictions set forth in this paragraph shall be reduced to the maximum
permitted by the law actually applied to determine the validity of each
subparagraph.
7. 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.
8. No Right to Continued Employment. This option does not confer upon
the Optionee 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 employment at any time.
9. Investment Representation. The Optionee agrees that unless such
shares previously have been registered under the Securities Act of 1933 (i) any
shares purchased by him hereunder will be purchased 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.
10. Change in Capital Structure. Subject to any required action by the
shareholders of Universal Corporation, the number of shares of Common Stock
covered by this option, and the price per share thereof, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock of Universal Corporation resulting from a subdivision or
consolidation of shares or the payment of a stock dividend (but only on the
Common Stock), a stock split-up or any other increase or decrease in the number
of such shares effected without receipt of cash or property or labor or services
by Universal Corporation.
Subject to any required action by the shareholders of Universal
Corporation, if Universal Corporation shall be the surviving corporation in any
merger or consolidation, this option shall pertain to and apply to the
securities to which a holder of the number of shares of Common Stock subject to
this option would have been entitled. A dissolution or liquidation of Universal
Corporation or a merger or consolidation in which Universal Corporation is not
the surviving corporation, shall cause this option to terminate, provided that
the Optionee shall, in such event, have the right immediately prior to such
dissolution or liquidation, or merger or consolidation in which Universal
Corporation is not the surviving corporation, to exercise this option.
In the event of a change in the Common Stock of Universal Corporation
as presently constituted, which is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any such change shall be deemed
to be the Common Stock within the meaning of the Plan.
To the extent that the foregoing adjustments relate to stock or
securities of Universal Corporation, such adjustments shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive.
Except as hereinbefore expressly provided in this Section 10, the
Optionee shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, or consolidation or spin-off of assets
or stock of another corporation, and any issue by Universal Corporation or the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to this option.
The grant of the option pursuant to the Plan shall not affect in any
way the right or power of Universal Corporation 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.
11. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of Virginia.
12. 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.
13. 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.
14. Binding Effect. Subject to the limitations stated above and in the
Plan, this Agreement shall be binding upon and inure to the benefit of the
legatees, distributees, and personal representatives of the Optionee 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 Optionee has affixed his signature hereto.
DELI UNIVERSAL, INC. OPTIONEE
By: _________________________________ _____________________________
X.X. Xxxxx Tervaert
0389187.04
