Exhibit 10.36
THE ALTRIA
GROUP, INC.
2005
PERFORMANCE INCENTIVE PLAN
DEFERRED STOCK
AGREEMENT
(January 25,
2006)
ALTRIA GROUP, INC.
(the “Company”), a Virginia corporation, hereby grants
to the employee identified in the 2006 Deferred Stock Award section
of the Award Statement (the “Employee”) under The
Altria Group, Inc. 2005 Performance Incentive Plan (the
“Plan”) a Deferred Stock Award (the
“Award”) dated January 25, 2006, (the “Award
Date”) with respect to the number of shares set forth in the
2006 Deferred Stock Award section of the Award Statement (the
“Deferred Shares”) of the Common Stock of the Company
(the “Common Stock”), all in accordance with and
subject to the following terms and conditions:
1.
Restrictions . Subject to
Section 2 below, the restrictions on the Deferred Shares shall
lapse and the Deferred Shares shall vest on the Vesting Date set
forth in the 2006 Deferred Stock Award section of the Award
Statement (the “Vesting Date”), provided that the
Employee remains an employee of the Company (or a subsidiary or
affiliate) during the entire period commencing on the Award Date
set forth in the Award Statement and ending on the Vesting
Date.
2. Termination
of Employment Before Vesting Date . In
the event of the termination of the Employee’s employment
with the Company (and with all subsidiaries and affiliates of the
Company) prior to the Vesting Date due to death, Disability or
Normal Retirement, the restrictions on the Deferred Shares shall
lapse and the Deferred Shares shall become fully vested on the date
of death, Disability, or Normal Retirement.
If the
Employee’s employment with the Company (and with all
subsidiaries and affiliates of the Company) is terminated for any
reason other than death, Disability, or Normal Retirement prior to
the Vesting Date, the Employee shall forfeit all rights to the
Deferred Shares. Notwithstanding the foregoing, upon the
termination of an Employee’s employment with the Company (and
with all subsidiaries and affiliates of the Company, applying an
80% threshold to the definitions contained in Section 9), the
Compensation Committee of the Board of Directors of the Company
may, in its sole discretion, waive the restrictions on, and the
vesting requirements for, the Deferred Shares.
3. Voting and
Dividend Rights . The Employee does not
have the right to vote the Deferred Shares or receive dividends
prior to the date, if any, such Deferred Shares are paid to the
Employee in the form of Common Stock pursuant to the terms hereof.
However, unless otherwise determined by the Committee, the Employee
shall receive cash payments (less applicable withholding taxes) in
lieu of dividends otherwise payable with respect to shares of
Common Stock equal in number to the Deferred Shares that have not
been forfeited, as such dividends are paid.
4. Transfer
Restrictions . This Award and the
Deferred Shares are non-transferable and may not be assigned,
hypothecated or otherwise pledged and shall not be subject to
execution, attachment or similar process. Upon any attempt to
effect any such disposition, or upon the levy of any such process,
the Award shall immediately become null and void and the Deferred
Shares shall be forfeited. These restrictions shall not apply,
however, to any payments received pursuant to Section 7
below.
5. Withholding
Taxes . The Company is authorized to
satisfy the actual minimum statutory withholding taxes arising from
the granting, vesting, or payment of this Award, as the case may
be, by deducting the number of Deferred Shares having an aggregate
value equal to the amount of withholding taxes due from the total
number of Deferred Shares awarded, vested, paid, or
Exhibit 10.36
otherwise becoming subject to
current taxation. The Company is also authorized to satisfy the
actual withholding taxes arising from the granting or vesting of
this Award, or hypothetical withholding tax amounts if the Employee
is covered under a Company tax equalization policy, as the case may
be, by the remittance of the required amounts from any proceeds
realized upon the open-market sale of the Common Stock received in
payment of vested Deferred Shares by the Employee. Deferred Shares
deducted from this Award in satisfaction of actual minimum
withholding tax requirements shall be valued at the Fair Market
Value of the Common Stoc
