LandAmerica Financial Group, Inc. 2000 Stock Incentive Plan



 Exhibit 10.1 
 LANDAMERICA FINANCIAL GROUP, INC. 
 2000 STOCK INCENTIVE PLAN 
 (as amended and restated January 1, 2005) 
 Article I 
 DEFINITIONS 
 For purposes of this Plan, the following terms shall have the following meanings: 
 1.01 Agreement
means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of a Grant or an Award issued to such Participant. 
 1.02 Award means an award of Common Stock, Restricted Stock and/or Phantom Stock. 
 1.03 Board means the Board of Directors of the Company. 
 1.04 Change of 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 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 subsection (iii) of this Section 1.04; or 
 (ii) Individuals
who, as of the Effective Date, 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 Effective Date
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.

 Notwithstanding the foregoing, for purposes of subsection (i) of this Section 1.04, a Change of Control shall not be deemed to
have taken place if, as a result of an acquisition by the Company which reduces the Outstanding Company Common Stock or the Outstanding Company Voting Securities, the beneficial ownership of a Person increases to 20% or more of the Outstanding
Company Common Stock or the Outstanding Company Voting Securities; provided, however, that if a Person shall become the beneficial owner of 20% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities by reason of
share purchases by the Company and, after such share purchases by the Company, such Person becomes the beneficial owner of any additional shares of the Outstanding Company Common Stock or the Outstanding Company Voting Stock, for purposes of
subsection (i) of this Section 1.04, a Change of Control shall be deemed to have taken place. 
 1.05 Change of Control Date
is the date on which an event described in (i) through (iv) of Section 1.04 occurs. 
 1.06 Code means the Internal
Revenue Code of 1986, as amended from time to time. References to the Code shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder. 







 1.07 Commission means the Securities and Exchange Commission or any successor agency. 

1.08 Committee means the Compensation Committee of the Board. 
 1.09 Common Stock means the Common Stock of the Company. 
 1.10 Company means LandAmerica
Financial Group, Inc. 
 1.11 Effective Date means the date on which this Plan is approved by the shareholders of the Company.

 1.12 Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. 

1.13 Fair Market Value means, on any given date, the closing price of a share of Common Stock as reported on the New York Stock Exchange
composite tape on such day or, if the Common Stock was not traded on the New York Stock Exchange on such day, then on the next preceding day that the Common Stock was traded on such exchange, all as reported by such source as the Committee may
select. 
 1.14 Grant means the grant of an Option and/or an SAR. 
 1.15 Incentive Stock Option means an Option which qualifies and is intended to qualify as an “incentive stock option” under
Section 422 of the Code. 
 1.16 Initial Value means, with respect to an SAR, the Fair Market Value of one share of Common Stock
on the date of grant, as set forth in an Agreement. 
 1.17 Non-Qualified Stock Option means an Option other than an Incentive Stock
Option. 
 1.18 Option means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common
Stock at the price and on the conditions set forth in an Agreement. 
 1.19 Option Price means the price per share for Common Stock
purchased on the exercise of an Option as provided in Article VI. 
 1.20 Participant means an officer, director, employee, agent,
consultant or advisor of the Company or of a Subsidiary who satisfies the requirements of Article IV and is selected by the Committee to receive a Grant or an Award. For purposes of this Plan, the term “agent” is deemed to include title
insurance agents, fee attorneys and other agents as the Committee may determine from time to time. 







 1.21 Phantom Stock means a bookkeeping entry on behalf of a Participant by which his account is
credited (but not funded) as though Common Stock had been transferred to such account. 
 1.22 Plan means the LandAmerica Financial
Group, Inc. 2000 Stock Incentive Plan, as amended from time to time. 
 1.23 Prior Plan means the LandAmerica Financial Group, Inc.
1991 Stock Incentive Plan, as amended. 
 1.24 Restricted Stock means shares of Common Stock awarded to a Participant under Article IX
and designated as Restricted Stock. Shares of Common Stock shall cease to be Restricted Stock when, in accordance with the terms of the applicable Agreement, they become transferable and free of substantial risk of forfeiture. 
 1.25 Rule 16b-3 means Rule 16b-3, as promulgated by the Commission under Section 16(b) of the Exchange Act, as amended from time to time, or
any successor rule. 
 1.26 SAR means a stock appreciation right granted pursuant to this Plan that entitles the holder to receive,
with respect to each share of Common Stock encompassed by the exercise of such SAR, the excess of the Fair Market Value at the time of exercise over the Initial Value of the SAR. 
 1.27 Securities Broker means the registered securities broker acceptable to the Company who agrees to effect the cashless exercise of an Option
pursuant to Section 8.05 hereof. 
 1.28 Subsidiary means, with respect to any corporation, a “subsidiary corporation”
of that corporation within the meaning of Code Section 424(f). 







 Article II 
 PURPOSES 
 The Plan is intended to assist the Company in recruiting and retaining officers,
directors, key employees, agents, consultants and advisors with ability and initiative by enabling such persons who contribute significantly to the Company or a Subsidiary to participate in its future success and to associate their interests with
those of the Company and its shareholders. The Plan is intended to permit the award of Common Stock, Restricted Stock, and Phantom Stock, and the issuance of Options qualifying as Incentive Stock Options or Non-Qualified Stock Options as designated
by the Committee at time of grant, and SARs. No Option that is intended to be an Incentive Stock Option however, shall be invalid for failure to qualify as an Incentive Stock Option under Section 422 of the Code but shall be treated as a
Non-Qualified Stock Option. 







 Article III 
 ADMINISTRATION 
 The Plan shall be administered by the Committee. The Committee shall have authority
to issue Grants and Awards upon such terms (not inconsistent with the provisions of this Plan) as the Committee may consider appropriate. The terms of such Grants and Awards may include conditions (in addition to those contained in this Plan) on
(i) the exercisability of all or any part of an Option or SAR and (ii) the transferability or forfeitability of Restricted Stock or Phantom Stock. In addition, the Committee shall have complete authority to interpret all provisions of this
Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan. To fulfill
the purposes of the Plan without amending the Plan, the Committee may also modify any Grants or Awards issued to Participants who are nonresident aliens or employed outside of the United States to recognize differences in local law, tax policy or
custom. 
 The express grant in the Plan of any specific power to the Committee shall not be construed as limiting any power or authority of
the Committee. Any decision made, or action taken, by the Committee or in connection with the administration of this Plan shall be final and conclusive. All expenses of administering this Plan shall be borne by the Company. 







 Article IV 
 ELIGIBILITY 
 4.01 General. Any officer, director, employee, agent, consultant or advisor of
the Company or of any Subsidiary (including any corporation that becomes a Subsidiary of the Company after the adoption of this Plan) may receive one or more Awards or Grants, or any combination or type thereof. Employee and non-employee directors
of the Company are eligible to participate in this Plan. 
 4.02 Grants and Awards. The Committee will designate the individuals to
whom Grants and/or Awards are to be made and will specify the number of shares of Common Stock subject to each such Grant or Award. An Option may be granted alone or in addition to other Grants and/or Awards under the Plan. The Committee shall have
the authority to grant Incentive Stock Options, Non-Qualified Stock Options or both types of Options (in each case with or without a related SAR) to any Participant; provided, however, that Incentive Stock Options may be granted only to employees of
the Company and its Subsidiaries. An SAR may be granted with or without a related Option. All Grants or Awards under this Plan shall be evidenced by Agreements which shall be subject to applicable provisions of this Plan and to such other provisions
as the Committee may determine. No Participant may be granted Options that are Incentive Stock Options, or related SARs (under all plans of the Company and its Subsidiaries which provide for the grant of Incentive Stock Options) which are first
exercisable in any calendar year for Common Stock having an aggregate Fair Market Value (determined as of the date an Option is granted) exceeding $100,000 or such other amount as shall be specified in Code Section 422 and the rules and
regulations thereunder from time to time. No Participant may receive Grants or Awards under the Plan with respect to more than 200,000 shares of Common Stock during any one calendar year. 
 4.03 Designation of Option as an Incentive Stock Option or Non-Qualified Stock Option. The Committee will designate at the time an Option is
granted whether the Option is to be treated as an Incentive Stock Option or a Non-Qualified Stock Option. In the absence, however, of any such designation, such Option shall be treated as a Non-Qualified Stock Option. 
 4.04 Qualification of Incentive Stock Option under Section 422 of the Code. Anything in this Plan to the contrary notwithstanding, no term of
this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised so as to disqualify the Plan under Section 422 of the Code or, without the consent
of the Participant so affected, to disqualify any Incentive Stock Option under such Section 422. No Option that is intended to be an Incentive Stock Option however, shall be invalid for failure to qualify as an Incentive Stock Option under
Section 422 of the Code but shall be treated as a Non-Qualified Stock Option. 







 Article V 
 STOCK SUBJECT TO PLAN 
 5.01 Maximum Number of Shares to be Awarded. Subject to the adjustment
provisions of Article XI and the provisions of (i) and (ii) of this Article V, up to 3,600,000 shares of Common Stock may be issued under the Plan. In addition to such authorization, the following shares of Common Stock may be issued under
the Plan: 
 (i) Shares of Common Stock that are forfeited under this Plan or the Prior Plan, and shares of Common Stock that are not issued
under this Plan or the Prior Plan because of (x) a payment of cash in lieu of shares of Common Stock, (y) the cancellation, termination or expiration of Grants and Awards, and/or (z) other similar events under this Plan or the Prior
Plan, shall be available for issuance under this Plan; and 
 (ii) If a Participant tenders, or has withheld, shares of Common Stock in
payment of all or part of the Option Price under an Option granted under this Plan or the Prior Plan, or in satisfaction of withholding tax obligations thereunder, the shares of Common Stock so tendered by the Participant or so withheld shall become
available for issuance under this Plan. 
 Notwithstanding (i) above, any shares of Common Stock that are authorized to be issued under
the Prior Plan but that are not issued or covered by Grants or Awards under the Prior Plan, shall not be available for issuance under this Plan. 
 Subject to the foregoing provisions of this Article V, if a Grant or an Award may be paid only in shares of Common Stock, or in either cash or shares of Common Stock, the shares of Common Stock shall be deemed to be issued hereunder only
when and to the extent that payment is actually made in shares of Common Stock. However, the Committee may authorize a cash payment under a Grant or an Award in lieu of shares of Common Stock if there are insufficient shares of Common Stock
available for issuance under the Plan. 
 5.02 Independent SARs. Upon the exercise of an SAR granted independently of an Option, the
Company may deliver to the Participant authorized but previously unissued Common Stock, cash, or a combination thereof as provided in Section 8.03. The maximum aggregate number of shares of Common Stock that may be issued pursuant to SARs that
are granted independently of Options is subject to the provisions of Section 5.01 hereof. 







 Article VI 
 OPTION PRICE 
 The price per share for Common Stock purchased on the exercise of an Option shall be
fixed by the Committee on the date of grant; provided, however, that the price per share shall not be less than the Fair Market Value on such date. 







 Article VII 
 EXERCISE OF OPTIONS 
 7.01 Maximum Option or SAR Period. The period in which an Option or SAR
may be exercised shall be determined by the Committee on the date of grant; provided, however, that an Incentive Stock Option shall not be exercisable after the expiration of 10 years (or 5 years in the case of an Incentive Stock Option granted to a
10% shareholder as determined under Section 422 of the Code) from the date the Incentive Stock Option was granted. The date upon which any Option or SAR granted by the Committee becomes exercisable may be accelerated by the Committee in its
discretion. Subject to the terms hereof, the term of exercisability for any Option or SAR granted by the Committee may be extended by the Committee and may be made contingent upon the continued employment of the Participant by the Company or
Subsidiary. 
 7.02 Transferability of Options and SARs. Non-Qualified Stock Options and SARs may be transferable by a Participant and
exercisable by a person other than a Participant, but only to the extent specifically provided in an Option or SAR Agreement. Incentive Stock Options, by their terms, shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable, during the Participant’s lifetime, only by the Participant. No right or interest of a Participant in any Option or SAR shall be liable for, or subject to, any lien, obligation or liability of such
Participant. 
 7.03 Employee Status. For purposes of determining the applicability of Section 422 of the Code (relating to
Incentive Stock Options), or in the event that the terms of any Grant provide that it may be exercised only during employment or within a specified period of time after termination of employment, the Committee may decide to what extent leaves of
absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment. 







 Article VIII 
 METHOD OF EXERCISE 
 8.01 Exercise. Subject to the provisions of Articles VII and XII, an
Option or SAR may be exercised in whole at any time or in part from time to time at such times and in compliance with the applicable Agreement and such other requirements as the Committee shall determine; provided, however, that an SAR that is
related to an Option may be exercised only to the extent that the related Option is exercisable and when the Fair Market Value exceeds the Option Price of the related Option. An Option or SAR granted under this Plan may be exercised with respect to
any number of whole shares less than the full number for which the Option or SAR could be exercised. Such partial exercise of an Option or SAR shall not affect the right to exercise the Option or SAR from time to time in accordance with this Plan
with respect to remaining shares subject to the Option or related SAR. The exercise of an Option shall result in the termination of the SAR to the extent of the number of shares with respect to which the Option is exercised. 
 8.02 Payment. Unless otherwise provided by the Agreement, payment of the Option Price shall be made in cash. If the Agreement provides, payment of
all or part of the Option Price (and any applicable withholding taxes) may be made by surrendering already owned shares of Common Stock to the Company or by the Company withholding shares of Common Stock from the Participant upon exercise, provided
the shares surrendered or withheld have a Fair Market Value (determined as of the day preceding the date of exercise) that is not less than such price or part thereof and any such withholding taxes. In addition, the Committee may establish such
payment or other terms as it may deem to be appropriate and consistent with these purposes. 
 8.03 Determination of Payment of Cash
and/or Common Stock Upon Exercise of SAR. At the Committee’s discretion, the amount payable as a result of the exercise of an SAR may be settled in cash, Common Stock, or a combination of cash and Common Stock. No fractional shares shall be
delivered upon the exercise of an SAR but a cash payment will be made in lieu thereof. 
 8.04 Shareholder Rights. No Participant
shall have any rights as a shareholder with respect to shares subject to his Option or SAR until the date he exercises such Option. 
 8.05 Cashless Exercise. To the extent permitted under the applicable laws and regulations, at the request of the Participant and with the consent of the Committee, the Company agrees to cooperate in a “cashless exercise” of
the Option. The cashless exercise shall be effected by the Participant 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. The Committee may permit a Participant to elect to pay any applicable withholding taxes by requesting that the Company withhold the number of shares of Common Stock equivalent at current Fair Market Value to
the withholding taxes due. 







 8.06 Cashing Out of Option. The Committee may elect to cash out all or part of the portion of any
Option to be exercised by paying the optionee an amount, in cash or Common Stock, equal to the excess of the Fair Market Value of the Common Stock that is the subject of the portion of the Option to be exercised over the Option Price times the
number of shares of Common Stock subject to the portion of the Option to be exercised on the effective date of such cash out. 







 Article IX 
 COMMON STOCK AND RESTRICTED STOCK 
 9.01 Award. In accordance with the provisions of Article
IV, the Committee will designate the individuals to whom an Award of Common Stock and/or Restricted Stock is to be made and will specify the number of shares of Common Stock covered by such Award or Awards. 
 9.02 Vesting. In the case of Restricted Stock, on the date of the Award, the Committee may prescribe that the Participant’s rights in the
Restricted Stock shall be forfeitable or otherwise restricted in any manner in the discretion of the Committee for such period of time as is set forth in the Agreement. Subject to the provisions of Article XII hereof, the Committee may award Common
Stock to a Participant which is not forfeitable and is free of any restrictions on transferability. 
 9.03 Shareholder Rights. Prior
to their forfeiture in accordance with the terms of the Agreement and while the shares are Restricted Stock, a Participant will have all rights of a shareholder with respect to Restricted Stock, including the right to receive dividends and vote the
shares; provided, however, that (i) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of Restricted Stock, (ii) the Company shall retain custody of the certificates evidencing shares of Restricted
Stock, and (iii) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each award of Restricted Stock. 







 Article X 
 PHANTOM STOCK 
 10.01 Award. Pursuant to this Plan or an Agreement establishing additional
terms and conditions, the Committee may designate employees to whom Awards of Phantom Stock may be made and will specify the number of shares of Common Stock covered by the Award. 
 10.02 Vesting. On the date of the Award, the Committee may prescribe that the Participant’s right to receive payment for Phantom Stock shall
be forfeitable or otherwise restricted in any manner in the discretion of the Committee for such period of time set forth in the Agreement. 
 10.03 Shareholder Rights. A Participant for whom Phantom Stock has been credited generally shall have none of the rights of a shareholder with respect to such Phantom Stock. However, a plan or Agreement for the use of Phantom Stock
may provide for the crediting of a Participant’s Phantom Stock account with cash or stock dividends declared with respect to Common Stock represented by such Phantom Stock. 
 10.04 Payment. At the Committee’s discretion, the amount payable to a Participant for Phantom Stock credited to his account shall be made in
cash, Common Stock or a combination of cash and Common Stock. 
 10.05 Transferability of Phantom Stock. Phantom Stock may be
transferable by a Participant, but only to the extent specifically provided in the Agreement. No right or interest of a Participant in any Phantom Stock shall be liable for, or subject to, any lien, obligation or liability of such Participant.








 Article XI 
 ADJUSTMENT UPON CHANGE IN COMMON STOCK 
 Should the Company effect one or more (x) stock
dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization; (y) spin-offs, spin-outs, split-ups, split-offs, or other such distribution of assets to shareholders; or (z) direct or
indirect assumptions and/or conversions of outstanding Options due to an acquisition of the Company, then the maximum number of shares as to which Grants and Awards may be issued under this Plan shall be proportionately adjusted and the terms of any
outstanding Grants and Awards shall be adjusted as the Committee shall determine to be equitably required, provided that the number of shares subject to any Grant or Award shall always be a whole number, and any such adjustment of outstanding Grants
or Awards shall be made in compliance with Section 409A of the Code. Any determination made under this Article XI by the Committee shall be final and conclusive. 
 The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property or for labor or services, either upon direct sale or upon the exercise of
rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to any Grant or
Award. 







 Article XII 
 COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES 
 No Grant shall be exercisable, no Common
Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation,
withholding tax requirements) and the rules of all domestic stock exchanges on which the Company’s shares may be listed. The Company may rely on an opinion of its counsel as to such compliance. Any share certificate issued to evidence Common
Stock for which a Grant is exercised or an Award is issued may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations. No Grant shall be exercisable, no Common Stock
shall be issued, no certificate for shares shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over
such matters. 







 Article XIII 
 GENERAL PROVISIONS 
 13.01 Effect on Employment. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part thereof) shall confer upon any employee any right to continue in the employ of the Company or a Subsidiary or in any way affect any right and power of the Company or a
Subsidiary to terminate the employment of any employee at any time with or without assigning a reason therefor. 
 13.02 Unfunded Plan.
The Plan, insofar as it provides for a Grant or an Award of Phantom Stock, is not required to be funded, and the Company shall not be required to segregate any assets that may at any time be represented by a Grant or an Award of Phantom Stock
under this Plan. 
 13.03 Change of Control. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change
of Control: 
 (i) Unless otherwise provided by the Committee in an Agreement, any outstanding Option, SAR or Phantom Stock which is not
presently exercisable and vested as of a Change of Control Date shall become fully exercisable and vested to the full extent of the original Grant upon such Change of Control Date. 
 (ii) Unless otherwise provided by the Committee in an Agreement, the restrictions applicable to any outstanding Restricted Stock shall lapse, and such
Restricted Stock shall become free of all restrictions and become fully vested, nonforfeitable and transferable to the full extent of the original Award. The Committee may also provide in an Agreement that a Participant may elect, by written notice
to the Company within 60 days after a Change of Control Date, to receive, in exchange for shares that were Restricted Stock immediately before the Change of Control Date, a cash payment equal to the Fair Market Value of the shares surrendered on the
last business day the Common Stock is traded on the New York Stock Exchange prior to receipt by the Company of such written notice. 
 (iii)
The Committee may, in its complete discretion, cause the acceleration or release of any and all restrictions or conditions related to a Grant or Award, in such manner, in the case of officers and directors of the Company who are subject to
Section 16(b) of the Exchange Act, as to conform to the provisions of Rule 16b-3. 
 13.04 Rules of Construction. Headings are
given to the articles and sections of this Plan solely for ease of reference and are not to be considered in construing the terms and conditions of the Plan. The reference to any statute, regulation, or other provision of law shall be construed to
refer to any amendment to or successor of such provision of law. 
 13.05 Rule 16b-3 Requirements. Notwithstanding any other
provisions of the Plan, the Committee may impose such conditions on any Grant or Award, and the Board may amend the Plan in any such respects, as they may determine, on the advice of counsel, are necessary or 







 desirable to satisfy the provisions of Rule 16b-3. Any provision of the Plan to the contrary notwithstanding, and except
to the extent that the Committee determines otherwise: (a) transactions by and with respect to officers and directors of the Company who are subject to Section 16(b) of the Exchange Act shall comply with any applicable conditions of Rule
16b-3; and (b) every provision of the Plan shall be administered, interpreted and construed to carry out the foregoing provisions of this sentence. 
 13.06 Amendment, Modification and Termination. At any time and from time to time, the Board may terminate, amend or modify the Plan. Such amendment or modification may be without shareholder approval except to
the extent that such approval is required by the Code, pursuant to the rules under Section 16 of the Exchange Act, by any national securities exchange or system on which the Common Stock is then listed or reported, by any regulatory body having
jurisdiction with respect thereto or under any other applicable laws, rules, or regulations. No termination, amendment, or modification of the Plan, other than pursuant to Section 13.05 herein, shall in any manner adversely affect any Grant or
Award theretofore issued under the Plan, without the written consent of the Participant. The Committee may amend the terms of any Grant or Award theretofore issued under this Plan, prospectively or retrospectively, but no such amendment shall impair
the rights of any Participant without the Participant’s written consent except an amendment provided for or contemplated in the terms of the Grant or Award, an amendment made to cause the Plan, or Grant or Award, to qualify for the exemption
provided by Rule 16b-3, or an amendment to make an adjustment under Article XI. Except as provided in Article XI, the Option Price of any outstanding Option may not be adjusted or amended, whether through amendment, cancellation or replacement,
unless such adjustment or amendment is approved by the shareholders of the Company. 
 13.07 Governing Law. The validity, construction
and effect of the Plan and any actions taken or related to the Plan shall be determined in accordance with the laws of the Commonwealth of Virginia and applicable federal law. 
 13.08 Successors and Assigns. All obligations of the Company under the Plan, with respect to Grants and Awards issued hereunder, shall be binding
on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company. The Plan shall be
binding on all successors and permitted assigns of a Participant, including, but not limited to, the estate of such Participant and the executor, administrator or trustee of such estate, and the guardians or legal representative of the Participant.

 13.09 Effect on Prior Plan and Other Compensation Arrangements. The adoption of this Plan shall have no effect on
Grants and Awards made pursuant to the Prior Plan and the Company’s other compensation arrangements. Nothing contained in this Plan shall prevent the Company from adopting other or additional compensation plans or arrangements for its officers,
directors or employees. 
 13.10 Duration of Plan. No Grant or Award may be made under this Plan after May 31, 2010. 







 13.11 Effective Date. Options may be granted under this Plan, upon its adoption by the Board,
provided that no Option will be effective unless and until this Plan is approved by the holders of a majority of the shares of the Company’s outstanding voting stock present in person, or represented by proxy, and entitled to vote at a duly
held meeting of the shareholders. No Option granted prior to the Effective Date may be exercised before the requisite shareholder approval is obtained.