Exhibit 10.22
UNIVERSAL CORPORATION
1997 STOCK OPTION AND EQUITY ACCUMULATION AGREEMENT
THIS AGREEMENT, dated this 20th day of November 1997, between Universal
Corporation, a Virginia corporation ("the Company") and ____________ (the
"Optionee"), is made pursuant and subject to the provisions of the Company's
1989 Executive Stock Plan, as amended, and the Company's 1997 Executive Stock
Plan, which are incorporated herein by reference, and any future amendments
thereto (the "Plans"). All terms used herein that are defined in the Plans shall
have the same meanings given them in the Plans.
1. Grant of Long Term Option and Reload Options. Pursuant to the Plans,
and upon action taken by the Executive Compensation Committee (the "Committee")
of the Board of Directors of the Company on November 20, 1997, the Company
grants to the Optionee, subject to the terms and conditions of the Plans and
subject further to the terms and conditions set forth herein, the right and
option to purchase __________ shares of Common Stock (the "Long Term Option")
and the Reload Options as described in subparagraph 5E. The Long Term Option and
Reload Options are non-qualified stock options. The option price of the Long
Term Option shall be the Fair Market Value of Common Stock at the close of
business on November 20, 1997, or $38.94 per share.
2. Expiration Date. The expiration date of the Long Term Option and any
Reload Options granted hereunder shall be November 20, 2007 (the "Expiration
Date").
3. Date Options Become Exercisable. Any Option granted hereunder may
not be exercised until at least six months after the date of grant thereof.
4. Eligibility to Participate. In order to participate and receive the
Options granted under this Agreement, the Optionee must sign and return a copy
of this Agreement by January 31, 1998.
5. Automatic Exercise Program.
A. Method of Automatic Exercise. Until the Automatic Exercise
Program terminates as provided in subparagraph 5G, the Optionee authorizes the
Company on any Automatic Exercise Date (as hereinafter defined), including the
Initial Exercise Date (as hereinafter defined), automatically to exercise the
lowest price Long Term or Reload Options granted the Optionee under this Program
only by means of a stock-for-stock swap using shares of Common Stock then
credited to the Optionee's Account. On the Initial Exercise Date, such Options
shall be automatically exercised to purchase the number of shares of Common
Stock which can be purchased from shares of Common Stock credited to the
Optionee's Account. With respect to subsequent Automatic Exercise Dates, the
Optionee authorizes the Company to automatically exercise such Options for the
amount of shares of Common Stock which can be purchased from shares of Common
Stock held in the Optionee's Account received on previous Automatic Exercise
Dates and shares of Common Stock, if any, contributed to the Optionee's Account
pursuant to subparagraph 5D, less the number of shares, if any, withheld from
the exercise or sold for payment of taxes under subparagraph 5F. The automatic
exercise shall only occur if the Fair Market Value on the Automatic Exercise
Date exceeds by one percent (1%) or more the exercise price of the lowest priced
Option held by the Optionee under this Program (the "Automatic Exercise
Criterion"). The Optionee grants the Company or any of its officers the power of
attorney to endorse and transfer the share certificates credited to the
Optionee's Account in accordance with the Automatic Exercise Program. The power
of attorney shall cease upon the termination of the Optionee's participation in
the Automatic Exercise Program.
B. Other Options Granted by Universal to the Optionee. Options
granted to the Optionee under agreements other than this Agreement, the
Universal Corporation 1994 Stock Option and Equity Accumulation Agreement (the
"1994 Agreement") or the Universal Corporation 1991 Stock Option and Equity
Accumulation Agreement (the "1991 Agreement") are not eligible to be included in
the Automatic Exercise Program under this Agreement, the 1994 Agreement and the
1991 Agreement.
C. Automatic Exercise Dates; Amendment of 1994 Agreement and
1991 Agreement. The initial automatic exercise date under the Automatic Exercise
Program for Options granted under this Agreement shall be June 15, 1998, or the
first business day thereafter on which the Automatic Exercise Criterion is met
(the "Initial Exercise Date"), and subsequent automatic exercise dates for such
Options shall occur upon the first business day on which the New York Stock
Exchange trades stock which occurs after a six month interval has elapsed since
the last automatic exercise date, or the first business day thereafter on which
the Automatic Exercise Criterion is met (the "Automatic Exercise Date(s)");
provided, however, that any Automatic Exercise Date for Options granted under
this Agreement, the 1994 Agreement or the 1991 Agreement shall be at least six
months after the last Automatic Exercise Date for any such Options. Subparagraph
5C of the 1994 Agreement is amended to read as follows:
C. The initial automatic exercise date under the Automatic
Exercise Program for Options granted under this Agreement shall be June
1, 1995, or the first business day thereafter on which the Automatic
Exercise Criterion is met (the "Initial Exercise Date"), and subsequent
automatic exercise dates for such Options shall occur upon the first
business day on which the New York Stock Exchange trades stock which
occurs after a six month interval has elapsed since the last such
automatic exercise date, or the first business day thereafter on which
the Automatic Exercise Criterion is met (the "Automatic Exercise
Date(s)"); provided, however, that any Automatic Exercise Date for
Options granted under this Agreement, the Universal Corporation 1997
Stock Option and Equity Accumulation Agreement or the Universal
Corporation 1991 Stock Option and Equity Accumulation Agreement shall
be at least six months after the last Automatic Exercise Date for any
such Options.
Subparagraph 5C of the 1991 Agreement is amended to read as follows:
C. The initial automatic exercise date under the Automatic
Exercise Program shall be November 1, 1992, or the first business day
thereafter on which the Automatic Exercise Criterion is met (the
"Initial Exercise Date"), and subsequent automatic exercise dates shall
occur upon the first business day on which the New York Stock Exchange
trades stock which occurs after a six month interval has elapsed since
the last automatic exercise date, or the first business day thereafter
on which the Automatic Exercise Criterion is met (the "Automatic
Exercise Date(s)"); provided, however, that any Automatic Exercise Date
for Options granted under this Agreement, the Universal Corporation
1997 Stock Option and Equity Accumulation Agreement and the Universal
Corporation 1994 Stock Option and Equity Accumulation Agreement shall
be at least six months after the last Automatic Exercise Date for any
such Options.
D. Method of Payment Under Automatic Exercise Program;
Amendment of 1994 Agreement and 1991 Agreement. Other than the payment on the
Initial Exercise Date from shares of Common Stock then credited to the
Optionee's Account pursuant to the 1994 Agreement and the 1991 Agreement,
payment by the Optionee under the Automatic Exercise Program shall be only from
shares of Common Stock received from the previous exercise under the Program and
from additional shares of Common Stock delivered to the Optionee's Account as
provided in this subparagraph 5D.
Prior to termination of the Automatic Exercise Program as provided in
subparagraph 5G, the Committee may permit the Optionee to deliver additional
shares of Common Stock to the Company for credit to the Optionee's Account for
inclusion in the Program. The Committee may limit the total number of such
additional shares which may be contributed by the Optionee. Such additional
shares may be delivered from time-to-time during the term of the Program.
However, for purposes of the Program, the delivery of shares shall be made at
least six (6) months prior to the Automatic Exercise Date on which such shares
shall be used for a stock swap pursuant to the Program.
The second paragraph of subparagraph 5D of the 1994 Agreement and the
second paragraph of subparagraph 5D of the 1991 Agreement are amended to read as
follows:
Prior to termination of the Automatic Exercise Program as
provided in subparagraph 5G, the Committee may permit the Optionee to
deliver additional shares of Common Stock to the Company for credit to
the Optionee's Account for inclusion in the Program. The Committee may
limit the total number of additional shares which may be contributed by
the Optionee. Such additional shares may be delivered from time-to-time
during the term of the Program. However, for purposes of the Program,
the delivery of shares shall be made at least six (6) months prior to
the Automatic Exercise Date on which such shares shall be used for a
stock swap pursuant to the Program.
E. Reload Options. Only participants in the Automatic Exercise
Program will be eligible to receive Reload Options. A Reload Option is an
automatic grant of a new Option each time the Company executes an automatic
stock-for-stock swap exercise. The number of shares granted in the Reload Option
shall equal the number of shares exchanged in payment of the exercise price on
an Automatic Exercise Date. The Reload Options will be fully vested six (6)
months from the date of grant and will have a term which expires on the same
date as the automatically exercised Option. The exercise price for a Reload
Option shall be the Fair Market Value on the date of the Reload Option grant.
The grant of a Reload Option shall be subject to there being sufficient
shares available for such grants under the Plans. If there are not sufficient
shares available to fully meet the obligation of the Automatic Exercise Program
as described above, then the Committee will, in its sole discretion, allocate
the available shares to participants. In addition, should the Committee, in its
sole discretion, determine that continuing to grant Reload Options is no longer
in the best interest of the Company, it may, by means of written notice to
participants, cause the discontinuance of the granting of Reload Options.
F. Payment of Taxes Under the Automatic Exercise Program;
Amendment of 1994 Agreement and 1991 Agreement. Unless at least six (6) months
prior to an Automatic Exercise Date the Optionee gives written notice to the
Company, directed to the attention of its Secretary, that he or she will pay the
Company, on a timely basis, cash for the payment of withholding taxes on the
gain realized from the exercise of an Option under the Automatic Exercise
Program, the Company shall (i) reduce the number of shares of Common Stock
issuable upon such exercise by the number of whole shares of Common Stock which
on such exercise date best approximates but does not exceed the minimum amount
of taxes required to be withheld by the Company and (ii) on the date seven (7)
days after such Automatic Exercise Date, the Company shall deliver from the
Optionee's Account to the broker hereinafter designated by the Optionee, free of
all restrictions, the number of whole shares of Common Stock which best
approximates the amount of such taxes in excess of the minimum amount required
to be withheld by the Company. For purposes of the preceding sentence, the
Optionee designates Shearson Lehman Brothers, Inc., Three James Center, 1051
East Cary Street, Richmond, Virginia 23219, Account No. ____________, as his or
her broker and authorizes and directs the Company to deliver such shares to said
broker and the broker to sell the shares and remit the proceeds to the Company
for the payment of withholding taxes. Subparagraph 5F of the 1994 Agreement and
Subparagraph 5F of the 1991 Agreement are amended to read as follows:
F. Unless at least six (6) months prior to an Automatic
Exercise Date the Optionee gives written notice to the Company,
directed to the attention of its Secretary, that he or she will pay the
Company, on a timely basis, cash for the payment of withholding taxes
on the gain realized from the exercise of an Option under the Automatic
Exercise Program, the Company shall (i) reduce the number of shares of
Common Stock issuable upon such exercise by the number of whole shares
of Common Stock which on such exercise date best approximates the
minimum amount of taxes required to be withheld by the Company and (ii)
on the date seven (7) days after such Automatic Exercise Date, the
Company shall deliver from the Optionee's Account to the broker
designated by the Optionee in subparagraph 5F of the Universal
Corporation 1997 Stock Option and Equity Accumulation Agreement, free
of all restrictions, the number of whole shares of Common Stock which
best approximates the amount of such taxes in excess of the minimum
amount required to be withheld by the Company.
G. Termination of the Automatic Exercise Program. The
Automatic Exercise Program shall terminate upon the earlier of (i) the date on
which the Optionee gives written notice to the Company that he or she
irrevocably elects to terminate participation in such Program, provided that
such notice may not be given before the second business day after the Initial
Exercise Date; or (ii) the date the Optionee's employment with the Company is
terminated; or (iii) the failure by the Company to be in a position to grant
Reload Options on any Automatic Exercise Date pursuant to subparagraph 5E in
which case the Company shall promptly notify the Optionee.
H. Restriction on Sales and Encumbrance of Shares. During the
Optionee's participation in the Automatic Exercise Program, the Optionee agrees
that unless otherwise permitted by the Committee in its sole discretion, (i)
shares of Common Stock contributed to or received by and on behalf of the
Optionee pursuant to the Program and (ii) shares of Common Stock representing
the after-tax gain on each automatic exercise, rounded to the nearest whole
share, shall be held in the Optionee's Account and shall not be available for
sale, transfer, pledge, hypothecation or other disposition except for payment of
tax obligations as provided in subparagraph 5F, and stock-for-stock Option
exercises pursuant to this paragraph 5. All shares of Common Stock held in the
Optionee's Account shall be owned by and registered in the name of the Optionee,
and the Optionee shall have all rights of ownership with respect thereto,
including voting rights and the right to receive dividends. Such shares shall be
held by the Company and a legend on the stock certificate(s) shall note the
restrictions. The restrictions on the shares of Common Stock held in the
Optionee's Account shall lapse upon termination of the Automatic Exercise
Program as provided in subparagraph 5G.
I. Maintenance of Shares. The Company shall establish and
maintain an individual account in the Optionee's name (the "Optionee's Account")
to hold shares of Common Stock registered in the Optionee's name contributed to
or obtained through the Automatic Exercise Program under this Agreement, the
1994 Agreement and the 1991 Agreement. The Company shall deliver a written
report to the Optionee on the status of the Optionee's Account following each
Automatic Exercise Date. Upon termination of the Automatic Exercise Program as
provided in subparagraph 5G, all shares of Common Stock held in the Optionee's
Account shall be delivered to the Optionee free of all restrictions.
6. Nonautomatic Exercises by the Optionee.
A. Subject to Automatic Exercise Program Termination. Except
for exercises under the Automatic Exercise Program as provided in paragraph 5,
the Optionee shall not be able to exercise the Long Term and Reload Options
until the earlier of (i) the date the Program terminates as provided in
subparagraph 5G or (ii) the date one (1) year prior to the Expiration Date. On
such date, such Options that have vested pursuant to paragraph 3 and that have
not been previously exercised under the Automatic Exercise Program may be
exercised in the manner provided in this paragraph 6.
B. Nonautomatic Exercises. After termination of the Automatic
Exercise Program in accordance with subparagraphs 5G(ii) or (iii), or on the
date one (1) year prior to the Expiration Date, all vested and unexercised Long
Term and Reload options shall continue to be exercisable by the Optionee until
the earlier of the termination of the Optionee's rights hereunder pursuant to
subparagraphs 6E and 6F, or the Expiration Date. A partial exercise of such
Options pursuant to subparagraphs 6E or 6F shall not affect Optionee's right to
exercise such Options with respect to the remaining shares, subject to the six
month vesting period set forth in paragraph 3 and the conditions of the Plans
and this Agreement. If the Optionee terminates the Automatic Exercise Program
pursuant to subparagraph 5G(i), such Options may only be exercised in the manner
provided in subparagraph 6H.
C. Method of Exercising and Payment for Shares. An Option
exercised pursuant to this paragraph 6 shall be exercised by written notice of
the Optionee delivered to the attention to 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 pursuant to subparagraphs 6E
or 6F. The exercise date shall be the date such notice is received by the
Company. Such notice shall be accompanied by payment in full of the Option Price
for each share of Common Stock to be purchased.
D. Cashless Exercise. To the extent permitted under the
applicable laws and regulations, at the request of the Optionee, the Company
agrees to cooperate in a "cashless exercise" of a Long Term or Reload Option
pursuant to this paragraph 6. The cashless exercise shall be effected by the
Optionee 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.
E. Exercise During Employment. Subject to (i) the provisions
of subparagraph 6F which shall apply to exercise in the event of retirement,
death, disability or Committee approval, and (ii) the provisions of subparagraph
6H which shall apply to exercise in the event Optionee terminates his or her
participation in the Automatic Exercise Program as provided in subparagraph
5G(i), all vested and unexercised Long Term and Reload Options may be exercised
in whole or in part during Optionee's employment with the Company or an
Affiliate from the date such Options are exercisable pursuant to subparagraph 6B
until the earlier of the expiration of ninety (90) days from the date the
Optionee's employment with the Company or an Affiliate is terminated or the
Expiration Date; provided, however, that the Optionee's right to exercise the
Options shall terminate immediately in the event the Optionee's employment with
the Company or an Affiliate is terminated for cause as hereinafter defined or
the Optionee is in violation of the provisions of paragraph 7 hereof. For
purposes of the preceding sentence, the Optionee's employment shall be deemed to
have been terminated for cause if the Optionee's employment is terminated as
result of fraud, dishonesty or embezzlement from the Company or an Affiliate.
F. Exercise in the Event of Retirement, Death, or Disability
or Approval by the Committee. Subject to the provisions of subparagraph 6H which
shall apply to exercise in the event the Optionee terminates his or her
participation in the Automatic Exercise Program as provided in subparagraph
5G(i), all unexercised Long Term and Reload Options that have vested pursuant to
paragraph 3 shall be exercisable in whole or in part in the event that prior to
the Expiration Date (i) the Optionee retires (early, after age 55, normal, at
age 65, or delayed) or, (ii) the Optionee dies or becomes permanently and
totally disabled (as defined in the Disability Benefits Plan of Universal Leaf
Tobacco Company, Incorporated and Domestic Subsidiaries) while employed by the
Company or an Affiliate or (iii) for any reason approved by the Committee in its
absolute discretion. In the event of death, such Options may be exercised by the
Optionee's estate, or the person or persons to whom his or her rights under this
Agreement shall pass by will or the laws of descent and distribution. Options
that become exercisable pursuant to this subparagraph 6F will continue to be
exercisable for the remainder of the period preceding the Expiration Date.
G. Exercise in the Event of Liquidation or Reorganization. In
the event of a dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving corporation, the
Optionee shall have the right immediately prior to such dissolution or
liquidation, or merger or consolidation, to exercise all unexercised Long Term
and Reload Options in full.
H. Exercise in the Event the Optionee Terminates Automatic
Exercise Program. In the event the Optionee irrevocably elects to terminate his
or her participation in the Automatic Exercise Program as provided in
subparagraph 5G(i), the Optionee may (i) exercise all, but not a part, of all
unexercised Long Term and Reload Options which have vested pursuant to paragraph
3 for a period of thirty (30) days from the date the Optionee gives written
notice as provided in subparagraph 5G(i), (ii) exercise unexercised Reload
Options which have not vested pursuant to paragraph 3 for a period of thirty
(30) days from the date each such Option vests, (iii) exercise all vested and
unexercised Long Term and Reload Options in whole or in part during the one (1)
year period prior to the Expiration Date, and (iv) exercise all vested and
unexercised Long Term and Reload Options in whole or in part pursuant to
subparagraph 6F. An exercise pursuant to subparagraph 6H(iii) may only be made
during the Optionee's employment with the Company or an Affiliate.
I. Payment of Withholding Taxes. Within seven (7) days
following the date of exercise pursuant to this paragraph 6, the Optionee shall
pay to the Company in cash (or provide for the payment of) the withholding taxes
on the gain realized from the exercise of the Option.
7. Optionee Covenants. The Optionee recognizes that over a period of
many years the Company and its Affiliates (including any predecessors or
entities from which it might have acquired goodwill) have developed, at
considerable expense, relationships with customers and prospective customers
which constitute a major part of the value of the goodwill of the Company and
the Affiliates. During the course of his or her employment by the Company, the
Optionee will have substantial contact with these customers and prospective
customers. In order to protect the goodwill of the Company's and the Affiliates'
businesses, the Optionee covenants and agrees that, in the event of the
termination of his or her employment, whether voluntary or involuntary, he or
she shall forfeit the Options granted under this Agreement if he or she directly
or indirectly as an owner, shareholder, director, employee, partner, agent,
broker, consultant or other participant, for the period during which such
Options are exercisable:
(a) calls upon or causes to be called upon, or solicits
or assists in the solicitation of any person, firm,
association, or corporation, listed as a customer of
the Company or any Affiliate on the date of
termination of the Optionee's employment, for the
purpose of selling, renting or supplying any product
or service competitive with the products or services
of the Company or any Affiliate; or
(b) performs or contracts to perform for a competitor of
the Company or any Affiliate the same or similar
services he or she performed for the Company or such
Affiliate.
Subparagraphs (a) and (b) of this paragraph 7 are separate and
divisible covenants; if for any reason any one covenant is held to be invalid or
unenforceable, in whole or in part, the same shall not be held to affect the
validity or enforceability of the others, or of any other provision of this
Agreement. The period and scope of the restrictions set forth in this paragraph
7 shall be reduced to the maximum permitted by the law actually applied to
determine the validity of each subparagraph.
8. 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.
9. No Right to Continued Employment. This Agreement 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 his or her employment at any time.
10. Investment Representation. The Optionee agrees that unless such
shares previously have been registered under the Securities Act of 1933 (i) any
shares of Common Stock purchased by him or her hereunder will be purchased for
investment and not with a view to distribution or resale and (ii) 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.
11. Administration and Interpretation. The Plan Administrator shall be
the Company; however, this Agreement shall be operated under the supervision and
authority of the Committee. The Committee shall have the authority to terminate
the Automatic Exercise Program and the issuance of any Reload Options. Also, the
Committee may issue additional Reload Options and Long Term Options under this
Agreement if authorized by the Plans or any amendment thereto, or any successor
plan. Any interpretation of this Agreement shall be made by the Committee. Any
amendment to this Agreement must be authorized by the Committee.
12. Change in Capital Structure. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by the
Long Term and Reload Options, and the price per share thereof, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock of the Company resulting from a subdivision or
consolidation of shares or the payment of a stock dividend (but only on the
Common Stock), a stock split-up or any other increase or decrease in the number
of such shares effected without receipt of cash or property or labor or services
by the Company.
Subject to any required action by the shareholders of the Company, if
the Company shall be the surviving corporation in any merger or consolidation,
the Long-Term and Reload Options shall pertain to and apply to the securities to
which a holder of the number of shares of Common Stock subject to such Options
would have been entitled. A dissolution or liquidation of the Company or a
merger or consolidation in which the Company is not the surviving corporation,
shall cause such Options to terminate, provided that the Optionee shall, in such
event, have the right immediately prior to such dissolution or liquidation, or
merger or consolidation in which the Company is not the surviving corporation,
to exercise such Options.
In the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change of all of its authorized
shares without par value into the same number of shares with a different par
value, the shares resulting from any such change shall be deemed to be the
Common Stock within the meaning of the Plan.
To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive.
Except as hereinbefore expressly provided in this paragraph 12, the
Optionee shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, or consolidation or spin-off of assets
or stock of another corporation, and any issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to the Options granted
under this Agreement.
The grant of the Long Term and Reload Options pursuant to this
Agreement 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.
13. 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.
14. Conflicts. In the event of any conflict between the provisions of
the Plans as in effect on the date hereof and the provisions of this Agreement,
the provisions of the Plans shall govern. All references herein to the Plans
shall mean the Plans as in effect on the date hereof.
15. Optionee Bound by Plans. The Optionee hereby acknowledges receipt
of a copy of the Plans and agrees to be bound by all the terms and provisions
thereof.
16. Binding Effect. Subject to the limitations stated herein and in the
Plans, this Agreement shall be binding upon and inure to the benefit of the
legatees, distributees, and personal representatives of the Optionee and the
successors of the Company.
17. Nontransferability. The Long Term and Reload Options granted under
this Agreement shall be nontransferable except by will or by the laws of descent
and distribution. During the Optionee's lifetime, such Options may be exercised
only by the Optionee.
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.
UNIVERSAL CORPORATION OPTIONEE
By: ________________________________ ______________________________
Title: ________________________________ [Name]
0384708.02
Schedule to Exhibit 10.22
Executive Officer Options Granted
H. H. Harrell 120,000
A. B. King 90,000
W. L. Taylor 55,000
H. H. Roper 50,000
J. M. White, III 18,000
0384708.02