Exhibit 10.4
UNIVERSAL CORPORATION
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated this __th day of ________, ____, between
Universal Corporation, a Virginia corporation (the "Company") and
____________________ (the "Director"), is made pursuant and subject to the
provisions of the Company's 1997 Executive Stock Plan, which is incorporated
herein by reference, and any future amendments thereto (the "Plan"). All terms
used herein that are defined in the Plan shall have the same meanings given them
in the Plan.
1. Award of Restricted Stock. Pursuant to the Plan, the Company on this
date awards to the Director, subject to the terms and conditions of the Plan and
subject further to the terms and conditions set forth herein, 700 shares of
Restricted Stock. Such number of shares of Restricted Stock shall be
proportionately adjusted for any increase or decrease in the total number of
shares of Common Stock outstanding resulting from a subdivision or consolidation
of shares or the payment of a dividend entirely in shares of Common Stock, a
stock split-up or any other increase or decrease in the number of shares of
Common Stock outstanding without the receipt by the Company of cash, property,
or labor or services.
2. Terms and Conditions. This award of Restricted Stock is subject to
the following terms and conditions:
A. Restricted Period. This award of Restricted Stock shall be
subject to the restrictions set forth herein for a period (the "Restricted
Period") commencing on the date of this Agreement and ending with the earliest
of the following events:
(1) the Director retires from the Board in
compliance with the Board's retirement policy as
then in effect;
(2) the Director's service on the Board terminates
as a result of not being nominated for
reelection by the Board (other than at the
Director's request);
(3) the Director's service on the Board terminates
because the Director, although nominated for
reelection by the Board, is not reelected by the
Company's shareholders;
(4) the Director becomes Disabled (as defined
below);
(5) the Director dies; or
(6) the occurrence of a Change of Control.
A Director shall be deemed "Disabled" if the Director is
unable to perform his or her customary duties on the Board for a period of six
months or longer due to bodily injury or disease.
B. Forfeiture of Restricted Stock. If the date ("Termination Date")
a Director's service on the Board terminates is before the end of the Restricted
Period, the Director shall forfeit and return to the Company the shares of
Restricted Stock awarded hereunder.
C. Restrictions. The shares of Restricted Stock awarded hereunder
and any stock distributions with respect to such Restricted Stock shall be
subject to the following restrictions during the Restricted Period:
(1) the Restricted Stock shall be subject to
forfeiture as provided herein;
(2) the Restricted Stock may not be sold, assigned,
transferred, pledged, hypothecated or otherwise
disposed of, and neither the right to receive
the Restricted Stock nor any interest hereunder
may be assigned by the Director, and any
attempted assignment shall be void;
(3) A certificate representing the shares of
Restricted Stock awarded hereunder shall be held
in escrow by the Company and shall, in the
Company's sole discretion, bear an appropriate
restrictive legend and be subject to appropriate
"stop transfer" orders. To facilitate the escrow
of the shares of Restricted Stock awarded
hereunder with the Company, the Director shall
deliver herewith the Stock Power attached hereto
as Exhibit I executed in blank by the Director
and dated as of the date hereof;
(4) Any additional stock or other securities or
property that may be issued or distributed with
respect to the Restricted Stock awarded
hereunder as a result of any stock dividend,
stock split, business combination or other event
shall be subject to the restrictions and other
terms and conditions set forth in this
Agreement; and
(5) The Director shall not be entitled to receive
any shares of the Restricted Stock awarded
hereunder prior to the completion of any
registration or qualification of the Restricted
Stock under any federal or state law, or the
receipt thereof may be subject to such
restrictions to insure compliance with the same
as the Company, in its sole discretion,
determines to be necessary or advisable.
D. Receipt of Common Stock. If the Director's Termination Date is
at or after the end of the Restricted Period, the Director shall receive the
number of shares of restricted Common Stock awarded hereunder, free and clear of
the restrictions set forth in this Agreement, except for any restrictions
necessary to comply with federal and state securities laws. Certificates
representing such shares shall be released to the Director as promptly as
practical following the Director's becoming entitled to receive such shares.
E. Shareholder Rights. Upon issuance of a certificate representing
the shares of Restricted Stock awarded hereunder, the Director shall, subject to
the restrictions set forth herein, have all rights of a shareholder with respect
to such shares of Restricted Stock, including the right to vote such shares and
the right to receive cash dividends and other distributions thereon.
F. Tax Withholding. The Director shall pay to the Company in cash
(or provide for the payment of) the full amount of all federal and state income
and employment taxes required to be withheld by the Company in respect to the
inclusion in the taxable income of the Director of any amount with respect to
the shares of Restricted Stock awarded hereunder.
3. No Right to Renomination. Nothing in this Agreement shall confer
upon the Director any right to be renominated to the Board.
4. Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic substantive law of the Commonwealth of Virginia,
without giving effect to any choice or conflict of law provision or rule that
would cause the application of the law of any other jurisdiction.
5. Investment Representation. The Director agrees that unless such
shares previously have been registered under the Securities Act of 1933, (i) any
shares of Restricted Stock awarded hereunder will be acquired 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 or the
requirements of such Act have otherwise been satisfied.
6. Director Bound by Plan. The Director hereby acknowledges receipt of
a copy of the Plan and agrees to be bound by all the terms and provisions
thereof.
7. 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.
8. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the legatees, distributees, and personal representatives of the
Director 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 Director has affixed his or her signature
hereto.
UNIVERSAL CORPORATION DIRECTOR
By: _________________________ __________________________
Title: _________________________
0380093.03
EXHIBIT I
STOCK POWER
FOR VALUE RECEIVED, pursuant to a certain Restricted Stock Agreement
between Universal Corporation and the undersigned dated ___________________ __,
19__, I hereby sell, assign and transfer unto Universal Corporation all shares
of the restricted Common Stock of Universal Corporation awarded to me on this
date and in the future under said Agreement and do hereby irrevocably constitute
and appoint _____________________________________ as my attorney-in-fact to
transfer the said shares of stock on the books of Universal Corporation with
full power of substitution in the premises.
Dated ______________ __, 19__.
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Director
