Exhibit 10.26



 EXHIBIT 10.26 
  
 March 3, 2004 
  
 Jane S. Doe 
 1 Somewhere Street 
  
 Richmond, VA
23060 
  
 Dear Jane : 
  
 I am pleased to announce that pursuant to the terms and conditions of the company’s
2000 Stock Incentive Plan (the ‘Plan’), you have been granted a Restricted Stock Award for 10,000 shares (the ‘Option’) of stock as outlined below. 
  
 Subject to the terms and conditions in the Plan, as amended from time to time and Exhibit A, attached hereto and made a part hereof
(together with this letter, the “Agreement”), your award is as follows: 
  

					
	Grant Date:	 	 February 9, 2004
	  	 
	Options Granted:	 	 10,000
	  	 
	Expiration Date:	 	 2/9/2011
	  	 
	Vesting Schedule:	 	 25% per year for 4 years
	  	 10% Earnings Growth Contingency

			
	 	 	 2,500 on 02/09/2005
	  	 2005 vs. 2004 or 2004 vs. 2003

	 	 	 2,500 on 02/09/2006
	  	 2006 vs. 2005 or 2005 vs. 2004

	 	 	 2,500 on 02/09/2007
	  	 2007 vs. 2006 or 2006 vs. 2005

	 	 	 2,500 on 02/09/2008
	  	 2008 vs. 2007 or 2007 vs. 2006


  
 Please indicate your
acceptance by executing two (2) original copies of theis Agreement and returning one (1) coy by U.S. Mail to Gwynn Noble. 
  

	
	 Very truly yours,

	
	 Martin L. Vaughan, II,

	 Chairman and Chief Executive Officer



  
 By my signature below, I hereby
acknowledge my Consent to Electronic Delivery, receipt of this Option, pursuant to all terms and conditions of the Plan, and electronic receipt of the Plan and Prospectus. I agree to conform to all of the terms and conditions of the Option and the
Plan. 
  

									
	 Signature:
	 	  

	 	 	 	 Date:
	 	  


	 	 	 Jane S. Doe
	 	 	 	 	 	 

  
 Note: If there are any
discrepancies in the name or address shown above, please make the appropriate corrections on this form. 







 EXHIBIT A 
  
 TERMS AND CONDITIONS 
 RESTRICTED STOCK AGREEMENT 
 FOR EXECUTIVE GROUP 
  
 1. Time and Operational Vesting of Restricted Stock. Except as
provided in these Terms and Conditions, the Restricted Stock shall vest and become nonforfeitable in accordance with the Vesting Schedule for each full year, up to a total of five (5) full years that the Employee continues to be employed by the
Company after the date of this Agreement, with the first vesting date being for 25% of the grant two (2) years after the date of grant and an additional 25% each year thereafter, subject to an additional qualification based on Company’s
operations described below. The period from the date hereof until the shares of Restricted Stock would have become 100% vested if time were the only criterion shall be referred to as the “Restricted Period.” 
  
 This award of Restricted Stock to Employee is intended to encourage Employee to cause the
operating earnings of Company to grow by at least 10% per calendar year. At each of the vesting dates set forth in the Vesting Schedule, Restricted Stock will be eligible to vest only if the Employee continues to be employed by the Company and the
Company achieves a 10% annual growth in fully diluted earnings per share based on Operating Income in at least one of the two preceding calendar years. If the earnings growth requirement has not been met at any of the vesting dates, all of the
Restricted Shares eligible for vesting on that date shall be cancelled. 
  
 2. Issuance of Certificates. The stock certificate(s) evidencing the Restricted Stock shall be issued and registered on the Company’s books and records in the name of the Employee as soon as practicable following the date
of this Agreement. The Company shall retain control of each award representing the Restricted Stock until such time as the Restricted Stock becomes vested in accordance with the terms herein. Company is granted a power of attorney, coupled with an
interest, to administer these shares in accordance with the terms of this award and the Plan. 
  
 Upon the written request of the Employee following the vesting of any portion of the shares of Restricted Stock prior to any event of forfeiture
hereunder, the Company will cause a stock certificate to be issued, without such restrictive legend, with respect to the vested portion of the shares of the Restricted Stock registered on the Company’s books and records in the name of the
Employee. Following the expiration of the Restricted Period, the Company will cause a stock certificate to be issued for any shares of Restricted Stock that have vested prior to any event of forfeiture hereunder and have not been reissued without
the restrictions described above. 
  
 3. Transferability.
During the Restricted Period, the Employee shall not sell, assign, transfer, pledge, exchange, hypothecate, or otherwise dispose of unvested Restricted Stock. Upon receipt by the Employee of stock certificate(s) representing vested shares without a
restrictive legend pursuant to the Agreement, the Employee may hold or dispose of the shares represented by such certificate(s), subject to compliance with (i) the terms and conditions of the Plan and this Agreement and (ii) applicable securities
laws of the United States of America and the Commonwealth of Virginia. 
  
 4. Shareholder Rights. Prior to any forfeiture of the shares of Restricted Stock and while the shares are Restricted Stock, the Employee shall, subject to the terms of this Agreement and the restrictions of the Plan, have all rights
of a shareholder with respect to the shares of Restricted Stock awarded hereunder, including the right to receive dividends and other distributions as and when declared by the Board of Directors of the Company and the right to vote the shares of
Restricted Stock. 
  
 5. Tax Withholding. The Company shall
have the right to retain and withhold from any award of the Restricted Stock, the amount of taxes required by any government to be withheld or otherwise deducted and paid with respect to such award. At its discretion, the Company may require the
Employee receiving shares of Restricted Stock to pay or otherwise reimburse the Company in cash for any such taxes required to be withheld by the Company and withhold any distribution in whole or in part until the Company is so paid or reimbursed.
In lieu thereof, the Company shall have the unrestricted right to withhold, from any other cash amounts due (or to become due) from the Company to the Employee, an amount equal to such taxes required to be withheld by the Company to reimburse the
Company for any 







 such taxes (or retain and withhold a number of shares of vested Restricted Stock, having a market value not less than the
amount of such taxes, and cancel in whole or in part any such shares so withheld, in order to reimburse the Company for any such taxes). 
  
 6. Death; Disability; Retirement; Termination of Employment. The shares of Restricted Stock not yet vested shall become 100% vested and
transferable in the event that the Employee dies or becomes Disabled while employed by the Company or an Affiliate during the Restricted Period. Upon attaining age 62 with 10 consecutive years of service with the Company or an Affiliate, or in any
other circumstance approved by the Committee in its sole discretion, the shares of Restricted Stock shall become 100% vested and transferable. In all events other than those previously addressed in this paragraph, if the Employee ceases to be an
employee of the Company or an Affiliate, the Employee shall be vested only as to that percentage of shares of Restricted Stock which are vested at the time of the termination of his employment and the Employee shall forfeit the right to the shares
of Restricted Stock which are not yet vested on the termination date. 
  
 7. No Right to Continued Employment. This Agreement does not confer upon the Employee 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. 
  
 8. Change of Control or Capital Structure. Subject to any required action by the shareholders of the Company, the number of shares of Restricted Stock covered by this award shall be proportionately adjusted and the terms of the
restrictions on such shares shall be adjusted as the Committee shall determine to be equitably required for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend (but
only on the Common Stock), stock split, subdivision, combination, reclassification, recapitalization or general issuance to the holders of Common Stock of rights to purchase Common Stock at substantially below its then fair market value or any
change in the number of shares of Common Stock outstanding effected without receipt of cash, property, labor or services by the Company or for any spin-off or other distribution of assets to shareholders. 
  
 In the event of a Change of Control, this award of Restricted Stock shall
immediately vest pursuant to the provisions of Section XIII(3) of the Plan. In the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change of all or part of its authorized shares without par value
into the same number of shares with a par value, or any subsequent change 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.

  
 The award of Restricted Stock pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate, sell or transfer all or any part of
its business or assets. 
  
 9. 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. 
  
 10. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the date hereof and
the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof. 
  
 11. Employee Bound by Plan. The Employee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by
all the terms and provisions thereof. 
  
 12. Binding
Effect. Subject to the limitations stated herein and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Employee and the successors of the Company.

  
 13. Forfeiture of Certain Gains. 
  
 (a) Termination for Cause. If Employee’s employment is
terminated for “Cause” within one year of any vesting of Restricted Stock herein, the Employee shall pay to the Company an amount equal to the Fair Market Value of such Restricted Stock on the date of vesting without regard to any
subsequent market price increase or decrease. For purposes of this paragraph, “Cause” shall have the meaning ascribed to it in any employment agreement between the Employee and the Company that is in effect at the time of termination and,
if no such agreement exists, it shall mean: 







 (i) the willful and continued failure of the Employee to perform substantially the Employee’s
duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Employee by the Company which
specifically identifies the manner in which the Company believes that the Employee has not substantially performed the Employee’s duties, or 
  
 (ii) the willful engaging by the Employee in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

  
 (b) Forfeiture if Employee Engages in Certain
Activities. If Employee engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including but not limited to (i) accepting employment with or serving as a
consultant advisor or in any other capacity to an employer that is in competition with or acting against the interests of the Company, (ii) disclosing or misusing any confidential information or material concerning the Company or (iii) participating
in any hostile takeover attempt, then (1) any unvested Restricted Stock shall be forfeited and cancelled and (2) the Employee shall pay to the Company an amount equal to the Fair Market Value on the date of vesting, without regard to any subsequent
market price increase or decrease, of any Restricted Stock that vested within one year of the date such activity began. 
  
 (c) Right of Set-off. Employee hereby consents to a deduction from any amounts owed by the Company to Employee from time to time (including amounts
owed as wages or other compensation, fringe benefits or vacation pay, to the extent of any amounts Employee owes the Company under paragraph 13(a) and (b). Whether or not the Company elects to make any set-off in whole or in part, if Company does
not recover by means of set-off the full amount owed by Employee under paragraphs 13(a) and (b), Employee agrees to immediately pay the unpaid balance to the Company. 
  
 14. Notice and Consent to Electronic Delivery. The Company expects to deliver notices and certain documents
relating to its employee benefit plans by posting the information on the Company’s web site, intranet or electronic bulletin board or transmitting the material to employees by e-mail. These documents include employee benefits plans and any
amendments thereto, election forms, prospectuses, supplements to prospectuses, annual reports to shareholders, informational brochures and similar information. The Company will provide you with e-mail notification of the posting of any of the
foregoing documents. This method of notification and access to documents relating to employee benefit plans will be in lieu of paper delivery of the same documents. To satisfy legal requirements, your signature is an affirmative election to accept
electronic notification and delivery of these documents in lieu of paper delivery, as well as all other terms of the award. 
  
 15. Defined Terms. All terms used herein that are defined in the Plan shall have the meanings given to them in the Plan. 







 RESTRICTED STOCK AWARDS 
 FOR NAMED EXECUTIVE OFFICERS 
  

					
	 	  	AWARD DATE

	  	SHARES AWARDED


	 Daniel J. Donovan
	  	—  	  	—  
			
	 Thomas A. Golub
	  	—  	  	—  
			
	 Timothy J. Korman
	  	2/9/04	  	4,000
			
	 Robert B. Lockhart
	  	2/9/04	  	6,000
			
	 John P. McGrath
	  	2/9/04	  	2,500
			
	 Andrew L. Rogal
	  	—  	  	—  
			
	 Martin L. Vaughan, III
	  	2/9/04	  	6,000