Exhibit 10.35
LANDAMERICA FINANCIAL GROUP, INC.
EMPLOYEE
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the 23rd day of February , 2000, between
LandAmerica Financial Group, Inc., a Virginia corporation (the "Company"), and
_____________ (the "Optionee"), is made pursuant and subject to the provisions
of the Company's 1991 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 February 23, 2000, 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
Stock") at the option price of $19.375 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 conditions:
(a) Expiration Date. The Expiration Date of this Option
is February 23, 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 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 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) Tax Withholding. Upon the exercise of this Option or
portion 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 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 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 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 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
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, 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 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 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 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 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 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 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 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:_______________________________
[Name]
Title:____________________________
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LANDAMERICA FINANCIAL GROUP, INC.
Schedule to Non-Qualified Stock Option Agreement
Optionees Options Awarded
--------- ---------------
Xxxxxxx X. Xxxxxx, Xx. 44,000
Xxxxx X. Xxxxxx 22,000
Xxxx X. Xxxxxx 9,900
Xxxxxxx X.Xxxxxxx 9,900
Xxxxxxx X. Xxxxx 7,700
Xxxxxxx X. Xxxxxx, III 4,950
Xxxx X. Xxxxxxxxx 3,850
Xxxxxxxxxxx X. Xxxxxx 3,850
H. Xxxxxxxx Xxxxxx 3,300
