Exhibit 10.44
EMPLOYEE
NON-QUALIFIED STOCK OPTION AGREEMENT
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THIS AGREEMENT dated as of the 20th day of December, 2001, between
LandAmerica Financial Group, Inc., a Virginia corporation (the "Company"), and
(the "Optionee"), is made pursuant and subject to the
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provisions of the Company's 2000 Stock Incentive Plan, as amended from time to
time (the "Plan"). All terms used herein that are defined in the Plan shall have
the same meanings given them in the Plan.
1. Grant of Option. Pursuant to the terms of the Plan, the Company, on
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December 20, 2001, 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 shares of the common stock of the Company (the "Common
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Stock") at the option price of $26.50 per share. Such option is to be a
Non-Qualified Stock Option ("Option") exercisable as hereinafter provided.
2. Terms and Conditions. This Option is subject to the following terms and
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conditions:
(a) Expiration Date. The Expiration Date of this Option is December
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20, 2008.
(b) Exercise of Option. Except as provided in paragraphs 3, 4, 5 and 6
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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 the 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 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 may be
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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
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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) Tax Withholding. Upon the exercise of this Option or portion
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thereof, the Company shall have the right to require the Optionee to reimburse
the Company for any taxes required by any government to be withheld or otherwise
deducted and paid with respect to such exercise and not complete the exercise of
the Option until the Company is so reimbursed. At its discretion, the Company
may retain and withhold by means of cashing out a portion of such Option, any
such taxes required to be withheld by the Company. In lieu thereof, the Company
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shall have the unrestricted right to withhold, from any other cash amounts due
(or to become due) from the Company to the Optionee, an amount equal to such
taxes required to be withheld by the Company to reimburse the Company for any
such taxes.
(f) Nontransferability. This Option is nontransferable except, in the
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event of the Optionee's death, by will or by the laws of descent and
distribution subject to the terms hereof. During the Optionee's lifetime, this
Option may be exercised only by the Optionee.
3. Exercise in the Event of Death. This Option shall become exercisable in
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full in the event that the 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 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. The Optionee's estate or such persons must exercise this Option,
if at all, within two years of the date of The 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
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shall be exercisable in full if the Optionee becomes permanently and totally
disabled (within the meaning of the Company's Long-Term Disability Plan) while
employed by the Company or an affiliate and prior to the Expiration Date of this
Option. In such event, the Optionee must exercise this Option, if at all, within
two years of the date on which he or she 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.
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5. Exercise After Retirement or Other Approved Circumstance. In the event
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that the 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 the Optionee, if at all,
within two years following his retirement date, in the event of his or her
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
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those events addressed in paragraphs 3, 4 and 5, in which the Optionee ceases to
be employed by the 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 or her employment; provided that this Option must be
exercised, if at all, within ninety (90) days following the date upon which he
or she 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 the Optionee's employment is terminated for
cause, his or her 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,
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and when any provision hereof may entitle the Optionee to a fractional share
such fraction shall be disregarded.
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8. No Right to Continued Employment. This Option does not confer upon the
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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 the Optionee's employment at any time.
9. Investment Representation. The Optionee agrees that, unless such shares
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shall previously have been registered under the Securities Act of 1933, (a) any
shares purchased by him or her 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.
10. Change of Control or Capital Structure. Subject to any required action
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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 of 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
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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
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enforced in accordance with the laws of the Commonwealth of Virginia, except to
the extent that federal law shall be deemed to apply.
12. Conflicts. In the event of any conflict between the provisions of the
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Plan as in effect on the date hereof and the provisions of this Agreement, the
provisions of the Plan shall govern.
13. Optionee Bound by Plan. The Optionee hereby acknowledges receipt of a
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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
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Plan, this Agreement shall be binding upon and insure to the benefit of the
legatees, distributees, and personal representatives of the Optionee and the
successors of the Company.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a
duly authorized officer, and the Optionee has affixed his or her signature
hereto, as of the date and year first above written.
OPTIONEE: LANDAMERICA FINANCIAL GROUP,
INC.
--------------------------- By:
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Xxxx X. Xxxxxx, Executive Vice President
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LANDAMERICA FINANCIAL GROUP, INC.
Schedule to Non-Qualified Stock Option Agreement
Optionees Options Awarded
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Xxxxxxx X. Xxxxxx, Xx. 80,000
Xxxxx X. Xxxxxx 40,000
Xxxxxxxx X. Xxxxxxxx, Xx. 40,000
G. Xxxxxxx Xxxxx 30,000
Xxxx X. Xxxxxx 15,000
Xxxxx X. Xxxxxxx 15,000
Xxxxxxx X. Xxxxxx III 8,000
Xxxx X. Xxxxxxxxx 5,000
Xxxxxxxxxxx X. Xxxxxx 5,000
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