EXHIBIT 10.15
UNIVERSAL CORPORATION
OUTSIDE DIRECTORS' 1994 DEFERRED INCOME PLAN
Universal Corporation (the "Sponsor") hereby establishes a
non-qualified deferred compensation program for its non-employee
directors (the "Outside Directors"). The following shall
constitute the terms and conditions of the Outside Directors'
1994 Deferred Income Plan, effective October 1, 1994.
A. Purpose and Administration
1. Statement of Purpose. The purpose of the Outside Directors'
1994 Deferred Income Plan (the "Plan") is to provide the Outside
Directors of Universal Corporation with recurrent opportunities
to defer receipt of a portion of their compensation. Such
deferrals, until a date certain in the future, would apply to
amounts which otherwise would be payable currently.
2. Top Hat Plan. The Sponsor intends that the Plan constitute
an unfunded "top hat" plan maintained for the purpose of
providing deferred compensation to Outside Directors, within the
meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security Act of 1974, as amended from
time to time, and the rules and regulations thereunder
("ERISA"). This plan shall not cover any person who is, or
becomes, an employee of the Sponsor, or its affiliated entities.
3. Plan Administration. Full power and authority to construe,
interpret and administer the Plan and to change requirements for
eligibility and investment options shall be vested in the
Executive Committee of Universal Corporation (the "Committee").
The Committee shall have the authority to make determinations
provided for or permitted to be made under the Plan and to
establish such rules and regulations, if any, that the Committee
deems necessary and appropriate for the ongoing administration
and operation of the Plan.
B. Eligibility
4. Eligible Persons. Participants in this plan shall consist
solely of the Outside Directors (individually or collectively
sometimes referred to herein as "Participant" or "Participants").
C. Deferral Elections
5. Agreements. The initial deferral agreement (the "Initial
Agreement"), in the form approved by the Committee and attached
to this Plan as Exhibit A, shall be executed by the Sponsor and
each Participant to effectuate the deferrals described in
Section 6(a) below. Subsequent deferral agreements (the
"Subsequent Agreements"), in the form approved by the Committee,
shall be executed by the Sponsor and each Participant to
effectuate the deferrals described in Section 6(b) below (the
Initial Agreement and the Subsequent Agreements are collectively
referred to herein as the "Deferral Agreements"). Execution of
the Deferral Agreements between the Sponsor and each Participant
shall constitute the sole means for each Participant to
effectuate deferral elections of compensation pursuant to the
Plan. For purposes of this Plan, compensation shall mean any
director's fees, including retainers and fees for Board and
committee meetings (collectively, "Compensation").
6. Deferral Elections.
(a) Initial Deferral. Each Participant may elect in writing
to defer an amount of Compensation up to a maximum of
one-hundred percent (100%) for the initial deferral period of
October 1, 1994 through September 30, 1995 (the "Initial
Deferral Period").
(b) Subsequent Deferrals. Each Participant may elect in
writing to defer an amount of Compensation up to a maximum of
one hundred percent (100%) for subsequent October 1 to September
30 Plan Year deferrals (the "Subsequent Deferral Period"). The
election with respect to Compensation for the Subsequent
Deferral Period shall be made in the month of September prior to
the October 1 beginning of the Sponsor's Plan Year.
(c) New Participant Deferrals. Any new Outside Director who
is eligible to participate in the Plan subsequent to the Plan's
commencement date of October 1, 1994, may elect to defer
compensation within (i) thirty (30) days from the date on which
he or she first becomes eligible to participate or (ii) during
the next regular September deferral election period.
D. Deferral Accounts
7. Deferral Account. The Sponsor shall establish a deferral
account in the name of each Participant on its books and records
which shall reflect the amount of actual deferrals plus any
earnings and less any losses thereon (the "Adjustment") as
described in Section 9 hereinafter as an unfunded liability of
the Sponsor to the Participant (the actual deferrals plus or
minus the Adjustment is collectively referred to herein as the
"Deferral Account").
8. Irrevocability of Deferral Elections. Once a Participant
elects to defer Compensation pursuant to the terms of a Deferral
Agreement, including elections as to amount, timing and method
of payout, such election shall be irrevocably binding upon the
Participant.
9. Investment Options. The Sponsor has selected the following
initial investment funds which may be modified from time to time
by the Committee: Oppenheimer Capital Appreciation Fund,
Oppenheimer Global Fund, Massachusetts Mutual Equity Fund,
Massachusetts Mutual Bond Fund, and Massachusetts Mutual Money
Market Fund (the "Investment Options"). Participants shall
annually designate in September how their deferrals are to be
hypothetically invested among the Investment Options. The
Sponsor shall use the Participant's Investment Option
designations to calculate the Adjustment component of the
Deferral Account. The Participant may each September change his
or her investment election designation both as to amounts then
in the Deferral Account and future amounts to be allocated to
the Deferral Account. If a Participant changes his or her
Investment Option designation for either amounts then in the
Deferral Account or future amounts to be allocated to the
Deferral Account, then such change shall supersede the previous
designation effective as of the last day of the month after the
date of the changed election. The Sponsor shall begin crediting
the Participant's Deferral Account with the amount deferred by
Participant on the last day of the month in which the
Compensation would have otherwise been paid. As to the
applicable amount distributed, the Sponsor shall cease crediting
or debiting Adjustments to the Participant's Deferral Account on
the last day of the month of the applicable distribution event
set forth in Sections 10, 11, 12 or 13 (the "Valuation Date").
Allocation of investment selections shall be made among the
Investment Options. A Participant shall have absolutely no
ownership interest in any Investment Option. The Sponsor may,
but is not required to, invest the amounts represented by the
Deferral Accounts in the Investment Options. The Sponsor shall
be the sole owner of any funds invested in any such Investment
Option, as well as all amounts accounted for in the Deferral
Accounts, all of which shall at all times be subject to the
claims of the Sponsor's general unsecured creditors.
E. Distributions
10. Pre-Deferral Irrevocable Payout Election. A Participant
may irrevocably elect to receive the distribution of the
Deferral Account, as follows:
(a) In a one-time partial distribution of a specified amount
on a specified future date that is more than five (5) years from
the date of execution of the Deferral Agreement with the
remainder to be distributed in accordance with subsection (c) or
(d), and with such partial distribution to be made on or before
the fifteenth day of the month following the specified date;
and/or
(b) In a lump sum distribution of the entire Deferral Account
on a specified future date that is more than five (5) years from
the date of execution of the Deferral Agreement with payment
made on or before the fifteenth day of the month following the
specified date; or
(c) Upon termination of service as an Outside Director, in a
lump sum distribution on or before the fifteenth day following
the Valuation Date; or
(d) Upon termination of service as an Outside Director, in
annual payments for a period of up to fifteen (15) years
beginning on or before the fifteenth day following the Valuation
Date, and, on each subsequent anniversary date thereafter.
Under this method, for example, assuming a fifteen year payment
election, the first year distribution will equal one-fifteenth
(1/15) of the total Deferral Account, the second year
distribution will equal one-fourteenth (1/14) of the remaining
Deferral Account, and so forth.
Notwithstanding the Participant's irrevocable election, the
distribution of the Deferral Account to a Participant shall be
accelerated in the event of death (Section 11) or a Change of
Control, as defined hereinafter (Section 12), and may be
accelerated in the event of death an Unforeseeable Emergency, as
defined hereinafter (Section 13).
11. Payment in Event of Participant's Death. In the event a
Participant pre-deceases his or her election date for payment of
the Deferral Account or has not received all of his or her
payments, the method of payment shall be a lump sum distribution
to the beneficiary designated by the Participant on or before
the fifteenth day following the Valuation Date.
Each Participant shall designate in writing a beneficiary to
whom benefits hereunder are to be paid, if the Participant dies
prior to receiving his or her entire Deferral Account. A
Participant may change his or her beneficiary designation at any
time by filing a revised beneficiary designation form with the
Committee.
If a Participant fails to designate a beneficiary as provided
above, or if all designated beneficiaries predecease the
Participant, or die before the completion of all payments due
hereunder, the Sponsor shall pay the Deferral Account to
Participant's estate.
12. Payment in Event of Change of Control. Upon the Occurrence
of a Change of Control, as defined below, with respect to both
Participants and Outside Directors who are receiving payments
hereunder, the Sponsor shall pay the Participant his or her
Deferral Account in a lump sum distribution on or before the
fifteenth day following the Valuation Date.
For the purpose of this Plan, a "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of Common Stock of the
Sponsor (the "Outstanding Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of the
Sponsor entitled to vote generally in the election of directors
(the "Outstanding Voting Securities"); provided, however, that
for purposes of this subsection (a), the following acquisitions
shall not constitute a Change of Control: (i) any acquisition
directly from the Sponsor, (ii) any acquisition by the Sponsor,
(iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Sponsor or any corporation
controlled by the Sponsor or (iv) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (c); or
(b) Individuals who, as of October 1, 1994, constitute the
Board of Directors of the Sponsor (the "Incumbent Board") cease
for any reason to constitute at least a majority of such Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the shareholders of the Sponsor, was approved by a
vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board of Directors of the
Sponsor; or
(c) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the
assets of the Sponsor (a "Business Combination"), in each case,
unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Common
Stock and Outstanding Voting Securities immediately prior to
such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns the Sponsor or all or substantially all of the Sponsor's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the
Outstanding Common Stock and Outstanding Voting Securities, as
the case may be, (ii) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit
plan (or related trust) of the Sponsor or such corporation
resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting
from such Business Combination or the combined voting power of
the then outstanding voting securities of such corporation
except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the
members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or
of the action of the Board, providing for such Business
Combination, or
(d) Approval by the shareholders of the Sponsor of a complete
liquidation or dissolution of the Sponsor.
13. Payment in Event of Unforeseeable Emergency.
(a) A distribution of a portion of the Participant's Deferral
Account because of an Unforeseeable Emergency will be permitted
only to the extent required by the Participant to satisfy the
emergency need. Whether an Unforeseeable Emergency has occurred
will be determined solely by the Committee. Distributions in
the event of an Unforeseeable Emergency may be made by and with
the approval of the Committee upon written request by a
Participant.
(b) An "Unforeseeable Emergency" is defined as a severe
financial hardship to the Participant resulting from a sudden
and unexpected illness or accident of the Participant or of a
dependent of the Participant, loss of the Participant's property
due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond
the Participant's control. The circumstances that will
constitute an unforeseeable emergency will depend upon the facts
of each case, but, in any event, any distribution under this
Section shall not exceed the remaining amount required by the
Participant to resolve the hardship after (i) reimbursement or
compensation through insurance or otherwise, (ii) obtaining
liquidation of the Participant's assets, to the extent such
liquidation would not itself cause a severe financial hardship,
or (iii) suspension of deferrals under the Plan.
F. Participants' Rights
14. Participant Rights in the Unfunded Plan. Any liability of
the Sponsor to any Participant with respect to any benefit shall
be based solely upon the contractual obligations created by the
Plan and the Deferral Agreements (collectively, the
"Agreements"); no such obligation shall be deemed to be secured
by any pledge or any encumbrance on any property of the Sponsor.
No Participant shall have any rights under the Plan other than
those of a general unsecured creditor of the Sponsor. Assets
segregated or identified by the Sponsor for the purpose of
paying benefits pursuant to the Plan, remain general corporate
assets, subject to the claims of the Sponsor's general creditors
and are not held in trust by the Sponsor for the benefit of
Participants.
15. Non-Assignability. Except as provided in Section 11, each
Participant's rights under the Plan shall be non-transferable
and non-assignable.
G. The Sponsor's Reservation of Rights
16. Termination or Amendment of Plan. The Sponsor retains the
right, at any time and in its sole discretion, to amend or
terminate the Plan, in whole or in part. Any amendment of the
Plan shall be approved by the Board of Directors of the Sponsor,
shall be in writing and shall be communicated within thirty (30)
days of its adoption to the Participants. Notwithstanding the
above, the Committee shall have the authority to change the
requirements of eligibility or to modify the Investment Options
hereunder. No amendment of the Plan shall substantially impair
or curtail the Sponsor's contractual obligations arising from
deferral Agreements previously entered into for benefits
accrued prior to such amendment. Notwithstanding any other
provision herein to the contrary, in the event of Plan
termination, payment of Deferral Accounts shall occur not later
than the last business day of the third month following the
month in which the termination is made effective.
H. Committee Determinations
17. Committee Determinations Final. Each determination
provided for in the Plan, including a claim hereunder, shall be
made in the absolute discretion of the Committee. Any such
determination shall be final, binding and conclusive on all
persons.
I. Miscellaneous Provisions
18. Plan Year. The Plan Year shall be October 1 through
September 30.
19. Tax Withholding. The Sponsor shall withhold from any
payment made by it under the Plan such amount or amounts as may
be required for purpose of complying with the tax withholding or
other provisions of the Internal Revenue Code of 1986, as
amended, or the Social Security Act, as amended, or any federal,
state or local tax provision, or for purposes of paying any
estate, inheritance or other tax attributable to any amounts
payable hereunder.
20. Participant's Incapacity. If, in the Committee's opinion,
a Participant or other person entitled to receive benefits under
the Plan is in any way incapacitated so as to be unable to
manage his or her financial affairs, then the Committee may make
such payment(s) into a separate interest-bearing account
established for the benefit of and on behalf of the Participant
or other recipient, for release at such time as a claim is made
by a conservator or other person legally charged with the care
of his or her person or of his or her estate. Thereafter, any
benefits payable under the Plan shall be made to the conservator
or other person legally charged with the care of his or her
person or estate.
21. Independence of Plan. Except as otherwise expressly
provided herein, this Plan shall be independent of, and in
addition to, any other agreement for the provision of services
or rights that may exist from time to time between the parties
hereto.
22. Responsibility for Legal Effect. Neither the Committee nor
the Sponsor makes any representations or warranties, express or
implied, or assumes any responsibility concerning the legal,
tax, or other implications or effects of this Plan.
23. Successors, Acquisitions, Mergers, Consolidations. The
terms and conditions of the Plan and each Deferral Agreement
shall inure to the benefit of and bind the Sponsor and the
Participants, and their successors, assigns, and personal
representatives.
24. Controlling Law. The Plan shall be construed in
accordance with the laws of the Commonwealth of Virginia to the
extent not preempted by laws of the United States of America.