Exhibit 10.1
UNIVERSAL
CORPORATION
Performance Share Award
Agreement
THIS PERFORMANCE SHARE AWARD
AGREEMENT , effective as
of the Award Date, between Universal Corporation, a Virginia
corporation (the “Company”), and the Participant, is
made pursuant and subject to the Company’s 2007 Stock
Incentive Plan, as approved on August 7, 2007, which is
incorporated herein by reference, and any future amendments thereto
(the “Plan”). All terms used herein that are defined in
the Plan shall have the same meanings given them in the Plan. For
purposes of this Agreement, the term “Performance
Share” shall have the same meaning as the term “Stock
Unit” used in the Plan. This agreement, along with the
accompanying letter detailing an award during
[ ]
of Performance Shares to the Participant (“Award
Letter”), constitutes a single agreement governing the terms
and conditions of the Participant’s award under the Plan, and
is referred to herein as the “Agreement.”
1. Award of Performance
Shares . Pursuant to the Plan and this Agreement, the Company
granted to Participant the number of Performance Shares specified
in the Award Letter.
2. Terms of Award and
Definitions .
(a) Award Date is the date of
the Award Letter.
(b) Change in Control
means:
(i) 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 (A) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or
(B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a
Change of Control: (A) any acquisition directly from the
Company, (B) any acquisition by the Company, (C) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (D) any acquisition by any
corporation pursuant to a transaction which complies with clauses
(A), (B) and (C) of item (iii) of this subsection
2(b); or
(ii) Individuals who, as of the date
hereof, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, 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; or
(iii) Consummation of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company (a “Business Combination”), in each case,
unless, following such Business Combination, (A) all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company 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 Company or all or substantially all of the Company’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 Company
Common Stock and Outstanding Company Voting Securities, as the case
may be, (B) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or
related trust) of the Company 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 (C) 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
(iv) Approval by the shareholders of
the Company of a complete liquidation or dissolution of the
Company.
(c) Participant is the
individual named in the Award Letter.
(d) Performance Period means
the period specified in the Award Letter over which the Award is
earned.
(e) Performance Shares means
an award denominated in the Company’s shares of Common Stock
in the amount specified in the Award Letter.
(f) Retirement means, for
purposes of this Agreement, early, normal or late retirement as
defined in the Employees’ Retirement Plan of Universal Leaf
Tobacco Company, Incorporated and Designated Affiliated Companies,
or for any reason approved by the Committee in its absolute
discretion.
(g) Target means the level of
attainment of the Performance Measure(s) established by the
Committee and described in the Award Letter at which 100% of the
Performance Shares are deemed to have been earned.
3. Earning the Award
.
(a) Except as provided in subsection
(b) below, the Award of Performance Shares is subject to the
attainment of a Performance Measure(s) established by the
Committee, and will be earned based on the level of attainment of
the Performance Measure(s) relative to the Target described in the
Award Letter.
(b) Participants shall be entitled
to a prorated number of Performance Shares if, while they are
employed by the Company or an Affiliate, they Retire, die or
be
