Exhibit 10.2
UNIVERSAL CORPORATION
AMENDMENT TO NON-EMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT(S)
THIS AMENDMENT dated as of December 3, 1998, between UNIVERSAL
CORPORATION, a Virginia corporation (the "Company"), and <> (the
"Optionee"), is made pursuant and subject to the provisions of the Company's
Amended and Restated 1994 Stock Option Plan for Non-Employee Directors (the
"Plan"). All terms used herein that are defined in the Plan have the same
meanings given them in the Plan.
1. Grant of Option. Company and Optionee have entered into
Non-Qualified Stock Option Agreements providing for the grant of Options under
the Plan on the day following the Company's annual meeting of Shareholders in
each of the following years: <> (collectively, the "Existing Agreements").
2. Amendment. The parties desire to amend Section 2(e) of each of the
Existing Agreements by deleting it in its entirety and replacing it with the
following new Section 2(e):
(e) Limited Transferability. The Optionee shall have the right
to transfer this option, in whole or in part, to (i) the
spouse, children or grandchildren of the Optionee
("Immediately Family Members"), (ii) a trust or trusts for the
exclusive benefit of such Immediately Family Members, or (iii)
a partnership in which such Immediate Family Members are the
only partners, provided that (y) there may be no consideration
for any such transfer and (z) subsequent transfers of this
option once transferred shall be prohibited except transfers
made by will or the laws of descent and distribution, subject
to the terms hereof. Following transfer, this option shall
continue to be subject to the same terms and conditions as
were applicable immediately prior to transfer, provided that
for purposes of this Section 2, the term Optionee shall be
deemed to refer to the transferee. The events of resignation
from or cessation of Board service of this Agreement shall
continue to be applied with respect to the original Optionee
to whom this option was granted, following which the option
shall be exercisable by the transferee only to the extent, and
for the period specified in this Section 2 (e).
3. Unless specifically amended herein, all other provisions of the
Existing Agreements shall remain unchanged and in full force and effect.
4. This Amendment shall be construed, in force and administered in
accordance with the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the Company has caused this Amendment to be signed
by a duly authorized officer, and the Optionee has affixed his or her signature
hereto.
UNIVERSAL CORPORATION OPTIONEE
By: __________________________ _____________________________
