Exhibit 10.31
LANDAMERICA FINANCIAL GROUP, INC.
EMPLOYEE
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the 31st day of January, 2000, between
LandAmerica Financial Group, Inc., a Virginia corporation (the "Company"), and
Xxxxxxxx X. Xxxxxxxx, Xx. ("Optionee"), is made pursuant and subject to the
provisions of the Company's 1991 Stock Incentive Plan (the "Plan"), a copy of
which is attached. All terms used herein that are defined in the Plan shall have
the same meaning given them in the Plan.
1. Grant of Option. Pursuant to the terms of the Plan, the
Company, on January 31st, 2000, granted to 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 40,000 shares of the common stock of the Company (the "Common
Stock") at the option price of $17.8125 per share. Such option is to 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 January 31, 2007.
(b) Exercise of Option. Except as provided in paragraphs
3, 4, 5 and 6 below, this option shall become exercisable with respect to
twenty-five percent (25%) of the total number of shares covered by this option,
as set forth in paragraph 1 above, for each full 12 month period, up to a total
of four (4) such periods, that the Optionee continues to be employed by the
Company after the date of the granting of this option. Once this option has
become exercisable with respect to a particular number of shares in accordance
with the preceding sentence, it shall
continue to be exercisable with respect to such shares until the earlier of the
termination of Optionee's rights hereunder pursuant to paragraph 3, 4, 5 or 6,
or the Expiration Date. A partial exercise of this option shall not affect
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 may be exercised only by written notice 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 in accordance
with subparagraph 2(b) hereof. The exercise date shall be the date upon which
such notice is received by the Company. Such notice shall be accompanied by
payment of the option price in full for each share either in cash in United
States Dollars, or by the surrender of shares of Common Stock, or by cash
equivalent acceptable to the Company or any combination thereof having an
aggregate fair market value equal to the option price.
(d) Cashless Exercise. To the extent permitted by
applicable laws and regulations, at the request of the Optionee, the Company
will cooperate in a "cashless exercise" in accordance with Section 8.05 of the
Plan.
(e) Nontransferability. This option is nontransferable
except, in the event of the Optionee's death, by will or by the laws of descent
and distribution subject to the terms hereof. During Optionee's lifetime, this
option may be exercised only by Optionee.
3. Exercise in the Event of Death. This option shall become
exercisable in full in the event that Optionee dies while employed by the
Company or an Affiliate and prior to the Expiration Date of this option. In that
event, this option may be exercised by Optionee's estate,
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or the person or persons to whom his rights under this option shall pass by will
or the laws of descent and distribution. Optionee's estate or such persons must
exercise this option, if at all, within two years of the date of Optionee's
death or during the remainder of the period preceding the Expiration Date,
whichever is shorter, but in no event may the option be exercised prior to the
expiration of six (6) months from the date of the grant of the option.
4. Exercise in the Event of Permanent and Total Disability. This
option shall be exercisable in full if Optionee becomes permanently and totally
disabled (within the meaning of Section 22(e)(3) of the Code) while employed by
the Company or an Affiliate and prior to the Expiration Date of this option. In
such event, Optionee must exercise this option, if at all, within two years of
the date on which he terminates employment with the Company due to permanent and
total disability or during the remainder of the period preceding the Expiration
Date, whichever is shorter, but in no event may the option be exercised prior to
the expiration of six (6) months from the date of the grant of the option.
5. Exercise After Retirement or Other Approved Circumstance. In
the event that Optionee retires from employment with the Company or in any other
circumstance approved by the Committee in its sole discretion, this option shall
become exercisable in full but must be exercised by Optionee, if at all, within
two years following his retirement date, in the event of his retirement, or
within the period prescribed by the Committee, in an approved circumstance, or
during the remainder of the period preceding the Expiration Date, whichever is
shorter, but in no event may the option be exercised prior to the expiration of
six (6) months from the date of the grant of the option.
6. Exercise After Termination of Employment. In all events, other
than those events addressed in paragraphs 3, 4 and 5, in which the Optionee
ceases to be employed by the
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Company or an Affiliate other than for cause, the Optionee may exercise this
option, in whole or in part, with respect to that number of shares which are
exercisable under Paragraph 2 b. above at the time of the termination of his
employment; provided that this option must be exercised, if at all, within
ninety (90) days following the date upon which he ceases to be employed by the
Company or during the remainder of the period preceding the Expiration Date,
whichever is shorter, but in no event may the option be exercised prior to the
expiration of six (6) months from the date of the grant of the option. If
Optionee's employment is terminated for cause, his right to exercise this option
shall terminate immediately. For the purposes of this Agreement, "cause" shall
mean conduct that is unprofessional, unethical, immoral or fraudulent as
determined in the sole discretion of the Compensation Committee.
7. Fractional Shares. Fractional shares shall not be issuable
hereunder, and when any provision hereof may entitle Optionee to a fractional
share such fraction shall be disregarded.
8. No Right to Continued Employment. This option does not confer
upon 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 Optionee's employment at any time.
9. Investment Representation. Optionee agrees that, unless such
shares shall previously have been registered under the Securities Act of 1933,
(a) any shares purchased by him hereunder will be purchased for investment and
not with a view to distribution or resale, and (b) 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.
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10. Change in Control or Capital Structure. Subject to any
required action by the shareholders of the Company, the number of shares of
Common Stock covered by this option, and the price per share thereof, shall be
proportionately adjusted and its terms 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, recapitalization or general issuance to 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 outstanding
effected without receipt of cash or property or labor 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 in Control, the provisions of Section 13.03 of
the Plan shall apply to this option. In the event of a change in the Common
Stock of the Company 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.
The grant of this option 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.
11. 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.
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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. 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 insure to the benefit of the
legatees, distributees, and personal representatives of 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 Optionee has affixed his signature hereto, as
of the date and year first above written.
LANDAMERICA FINANCIAL GROUP, INC. OPTIONEE
By: /s/ Xxxxxxx X. Xxxxxx, Xx. /s/ Xxxxxxxx X. Xxxxxxxx, Xx.
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Title: Chairman and Chief Executive Officer Xxxxxxxx X. Xxxxxxxx, Xx.
