Exhibit 10.7
UNIVERSAL CORPORATION
1989 EXECUTIVE STOCK PLAN
(As Amended on August 7, 2003)
Article 1
DEFINITIONS
1.01 Affiliate means any "subsidiary" or "parent corporation" (within the
meaning of Section 424 of the Code) of the Company.
1.02 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.
1.03 Award means an award of Common Stock and/or Restricted Stock.
1.04 Board means the Board of Directors of the Company.
1.05 Change of Control means and shall be deemed to have taken place if:
(i) a third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 20 percent or more of the total number of votes that may be cast
for the election of Directors of the Company; or, (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any combination of the
foregoing transactions (a "Transaction"), the persons who were Directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of the Company or any successor to the Company.
1.06 Change of Control Date is the date on which an event described in
(i) or (ii) of Section 1.05 occurs.
1.07 Code means the Internal Revenue Code of 1986, and any amendments
thereto.
1.08 Committee means the Executive Compensation Committee of the Board.
1.09 Common Stock means the Common Stock of the Company.
1.10 Company means Universal Corporation.
1.11 Fair Market Value of a share of Common Stock as of any given date
(i) prior to August 7, 2003, means the closing sale price of a share of Common
Stock on the New York Stock Exchange Composite Tape on such date, or (ii) on or
after August 7, 2003, means the closing sale price of a share of Common Stock on
the New York Stock Exchange Composite
Tape on the next preceding date that the Common Stock was traded on such
exchange, in either case as reported by such source as the Committee may select.
1.12 Grant means the grant of an Option.
1.13 Incentive Stock Option means an Option that is intended to qualify as
an "incentive stock option" under Section 422 of the Code.
1.14 Non-Qualified Stock Option means an option other than an Incentive
Stock Option.
1.15 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 set forth in
an Agreement.
1.16 Option Price means the price per share for Common Stock purchased on
the exercise of an Option as provided in Article VI.
1.17 Participant means an employee of the Company or of a Subsidiary,
including an employee who is a member of the Board, who satisfies the
requirements of Article IV and is selected by the Committee to receive a Grant
or an Award.
1.18 Plan means the Universal Corporation 1989 Executive Stock Plan, as
amended.
1.19 Restricted Stock means shares of Common Stock awarded to a Participant
under Article IX. 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 risks of forfeiture.
1.20 Rule 16b-3 means Rule 16b-3, as promulgated by the Securities and
Exchange Commission under Section 16(b) of the Securities Exchange Act of 1934,
as amended from time to time.
1.21 Securities Broker means the registered securities broker acceptable to
the Company who agrees to effect the cashless exercise of an Option pursuant to
Section 8.04 hereof.
1.22 Subsidiary means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations in the chain (other than the last corporation) owns stock
possessing at least 50 percent of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
Article II
PURPOSES
The Plan is intended to assist the Company in recruiting and retaining key
employees with ability and initiative by enabling employees who contribute
significantly to the Company or an
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Affiliate 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 and Restricted 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. 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 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 and (ii) the transferability or forfeitability of Restricted 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 employee of the Company or of any Subsidiary (including
any corporation that becomes a Subsidiary after the adoption of this Plan) who,
in the judgment of the Committee, has contributed significantly or can be
expected to contribute significantly to the profits or growth of the Company or
a Subsidiary may receive one or more Awards or Grants, or any combination or
type thereof. Directors of the Company who are employees are eligible to
participate in this Plan. A person who is a member of the Committee may not be
issued Awards or Grants while he is a member of the Committee.
4.02 Grants and Awards. The Committee will designate individuals to whom
Grants and/or Awards are to be issued and will specify the number of shares of
Common Stock subject to each such Grant or Award. All Grants or Awards issued
under this Plan shall be evidenced by
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Agreements which shall be subject to applicable provisions of this Plan and to
such other provisions as the Committee may adopt. No Participant may be granted
Options that are Incentive Stock Options (under all Incentive Stock Option Plans
of the Company and Affiliates) which are first exercisable in any calendar year
for stock having an aggregate Fair Market Value (determined as of the date an
Option is granted) exceeding $100,000. A Participant may not receive Grants and
Awards under this Plan with respect to more than 200,000 shares of Common Stock
during any calendar year.
4.03 Reload Options. The Committee shall have the authority to specify at
the time of Grant that an optionee shall be granted the right to a further
Non-Qualified Stock Option (a "Reload Option") in the event such optionee
exercises all or a part of an Option, including a Reload Option (an "Original
Option"), by surrendering in accordance with Section 8.02 hereof already owned
shares of Common Stock in full or partial payment of the Option Price under such
Original Option. Each Reload Option shall be granted on the date of exercise of
the Original Option, shall cover a number of shares of Common Stock not
exceeding the whole number of shares of Common Stock surrendered in payment of
the Option Price under such Original Option, shall have an Option Price equal to
the Fair Market Value on the date of Grant of such Reload Option, shall expire
on the stated expiration date of the Original Option and shall be subject to
such other terms and conditions as the Committee may determine.
4.04 Designation of Option as an Incentive Stock Option or a 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.
Article V
STOCK SUBJECT TO PLAN
The maximum number of shares of Common Stock available for Grants (other
than Grants of Reload Options) and Awards under the Plan shall be 2,000,000. The
maximum number of shares of Common Stock available for Grants of Reload Options
under the Plan shall be 500,000, which amount, beginning on July 1, 1993 and
ending on June 30, 1998, shall be increased in each fiscal year of the Company
by an amount equal to two percent (2%) of the total number of shares of Common
Stock outstanding as of the first day of each such fiscal year. Each such
maximum number of shares of Common Stock is subject to adjustment (after taking
into account the preceding annual increase in the maximum number of shares of
Common Stock available for Grants of Reload Options) as provided in Article X.
Shares of Common Stock subject to Grants and Awards under the Plan may be
authorized but previously unissued shares of Common Stock or previously issued
shares of Common Stock reacquired by the Company. The grant of a Reload Option
under the Plan, by restoring an option opportunity on the number of shares of
Common Stock surrendered to exercise an Original Option, will encourage a
Participant to maximize his ownership interest in the Company without reducing
the percentage interests of shareholders.
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If any shares of Restricted Stock are forfeited for which the Participant
did not receive any benefits of ownership (other than voting rights), or if any
Option (other than a Reload Option) terminates without being exercised, shares
of Common Stock subject to such Grants or Awards shall be available for
distribution in connection with Grants (other than Grants of Reload Options) or
Awards under the Plan. If any Reload Option terminates without being exercised,
the shares of Common Stock subject to such terminated Reload Option shall be
available for distribution in connection with Grants of Reload Options under the
Plan.
Article VI
OPTION PRICE
The price per share for Common Stock purchased on the exercise of an Option
shall be fixed by the Committee, but shall not be less than the Fair Market
Value on the date of grant.
Article VII
EXERCISE OF OPTIONS
7.01 Maximum Option Period. The period in which an Option 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 from the date the Incentive Stock Option was granted.
7.02 Transferability of Options. Non-Qualified Stock Options 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
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 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 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.
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Article VIII
METHOD OF EXERCISE
8.01 Exercise. Subject to the provisions of Articles VII and XI, an Option
may be exercised in whole at any time or in part from time to time at such times
and in compliance with such requirements as the Committee shall determine. An
Option granted under this Plan may be exercised with respect to any number of
whole shares less than the full number for which the Option could be exercised.
Such partial exercise of an Option shall not affect the right to exercise the
Option from time to time in accordance with this Plan with respect to remaining
shares subject to the Option.
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 may be made by surrendering already owned shares of
Common Stock to the Company, provided the shares surrendered 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. 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 Shareholder Rights. No participant shall have any rights as a
shareholder with respect to shares subject to his Option until the date he
exercises such Option.
8.04 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.
Article IX
COMMON STOCK AND RESTRICTED STOCK
9.01 Award. In accordance with the provisions of Article IV, the Committee
will designate employees 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 for a period of time set
forth in the Agreement and/or until certain financial performance objectives are
satisfied as determined by the Committee in its sole discretion. Subject to the
provisions of Article XI hereof, the Committee may award Common Stock to a
Participant which is not forfeitable and is free of any restrictions or
transferability.
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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
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 X 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 XI
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 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.
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Article XII
GENERAL PROVISIONS
12.01 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.
12.02 Unfunded Plan. The Plan, insofar as it provides for a Grant, 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 under this Plan.
12.03 Change of Control. At the discretion of the Committee, a
Participant's interest in Restricted Stock may be made nonforfeitable and
transferable as of a Change of Control Date. 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. Notwithstanding any
other provision in this Plan to the contrary, unless the Committee provides
otherwise in an Agreement, a Grant may be exercised immediately in full upon a
Change of Control.
12.04 Rules of Construction. Headings are given to the articles and
sections of this Plan for ease of reference. 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.
12.05 Amendment. The Board may amend or terminate this Plan from time to
time; provided, however, that no amendment may become effective until
shareholder approval is obtained if the amendment (i) materially increases the
aggregate number of shares that may be issued pursuant to Options and Common
Stock and Restricted Stock awards, (ii) materially increases the benefits to
Participants under the Plan, or (iii) materially changes the class of employees
eligible to become Participants. No amendment shall, without a Participant's
consent, adversely affect any rights of such Participant under any Grant or
Award outstanding at the time such amendment is made, except such an amendment
made to cause the Plan to qualify for the Rule 16b-3 exemption. No amendment
shall be made if it would disqualify the Plan from the exemption provided by
Rule 16b-3. The Committee may amend the terms of any Grant or Award theretofore
issued under this Plan, prospectively or retrospectively, and include in such
amendment the right of the Committee to pay a Participant cash in lieu of shares
of Common Stock upon the termination (by exercise or otherwise) of an Option,
but no such amendment shall impair the rights of any Participant without the
Participant's consent except such an amendment made to cause the Plan, or Grant
or Award, to qualify for the exemption provided by Rule 16b-3.
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12.06 Duration of Plan. No Grant or Award may be issued under this Plan
before July 1, 1989, or after June 30, 1998; provided, however, a Grant of a
Reload Option may be issued after June 30, 1998, upon the exercise of an
Original Option as provided in Section 4.03 hereof. Grants and Awards issued on
or after July 1, 1989, but on or before June 30, 1998, and Grants of Reload
Options issued after June 30, 1998 upon the exercise of an Original Option as
provided in Section 4.03 hereof, shall remain valid in accordance with their
terms.
12.07 Shareholder Approval. This Plan was initially approved by the Board
of Directors of the Company, effective as of July 1, 1989, and was approved by
the shareholders of the Company entitled to vote at the 1989 Annual Meeting of
Shareholders. Amendments to the Plan were approved by the Board of Directors of
the Company, effective as of October 27, 1992, and by the shareholders of the
Company entitled to vote at the 1992 Annual Meeting of Shareholders. Amendments
to the Plan were approved by the Board of Directors of the Company, effective as
of October 25, 1994, and by the shareholders of the Company entitled to vote at
the 1994 Annual Meeting of Shareholders. Amendments to the Plan were approved by
the Board of Directors of the Company effective as of December 1, 1994.
Amendments to the Plan were approved by the Board of Directors of the Company
effective as of December 2, 1999. Amendments to the Plan were approved by the
Board of Directors of the Company effective as of August 7, 2003.
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