Exhibit
10.2
Alliance One International,
Inc.
2007 Incentive
Plan
Form of Restricted Stock Unit
Agreement
CAREER SHARE UNITS
THIS AGREEMENT, dated the
day of
,
, between Alliance One International, Inc., a Virginia corporation
(the “Company”), and
(“Participant”), is made pursuant and subject to the
provisions of the Company’s 2007 Incentive Plan (the
“Plan”), a copy of which has been made available to the
Participant. All terms used herein that are defined in the Plan
have the same meaning given them in the Plan.
1. Award of Stock Units .
Pursuant to the terms of the Plan, the Company, on
,
(the “Date of Award”), awarded the Participant, subject
to the terms and conditions of the Plan and subject further to the
terms and conditions set forth herein, a Stock Unit Award covering
shares of Common Stock of the Company (the “Restricted Stock
Units”).
2. Terms and Conditions
.
a. Vesting . Except as
provided in paragraph 2(e), the Participant’s interest in the
Restricted Stock Units shall vest and become non-forfeitable on the
first date that one of the requirements in the following sentence
is satisfied. The requirements of this sentence are satisfied if
the Participant remains in the continuous employ of the Company or
an Affiliate from the Date of Award until the earliest of
(i) the third anniversary of the Date of Award, (ii) the
date of the Participant’s death, (iii) the date that the
Participant’s employment ends on account of Disability or
(iv) the date of a Change in Control. Restricted Stock Units
that have not vested in accordance with the two preceding sentences
shall be forfeited, and the Participant shall have no further
rights with respect to the Restricted Stock Units, upon the
termination of the Participant’s employment with the Company
and its Affiliates.
b. Settlement . If the
Participant vests in the Restricted Stock Units pursuant to
paragraph 2(a), the Restricted Stock Units shall be automatically
redeemed by the Company in accordance with this paragraph. As soon
as practicable after the Restricted Stock Units vest, but in any
event no later than December 31 in the calendar year in which
the Restricted Stock Units vest, the Company will issue to the
Participant (or his estate, if the Participant is deceased) one
whole share of Common Stock for each vested Restricted Stock Unit.
Notwithstanding the foregoing, if the Restricted Stock Units become
vested pursuant to clause (ii) or (iii) of paragraph 2(a)
at any time in October, November or December, the deadline for
issuing shares shall be March 15 in the calendar year
immediately following the calendar year in which the Restricted
Stock Units vest.
c. Transferability . Common
Stock issued pursuant to paragraph 2(b) may not be sold,
anticipated, assigned, pledged, gifted or otherwise transferred
until the earliest of (i) the date the Participant attains age
60, (ii) the seventh anniversary of the date the Restricted
Stock Units became vested or (iii) the date that the
Participant’s employment with the Company and its Affiliates
terminates. Notwithstanding the two preceding sentences, shares of
Common Stock may be surrendered to, or withheld by, the Company in
accordance with procedures established by the Company to satisfy
income and employment taxes attributable to the vesting of
Restricted Stock Units and delivery of Common Stock pursuant to
this Section.
d. Custody of Certificates .
Custody of stock certificates evidencing the shares of Common Stock
delivered to the Participant pursuant to paragraph 2(b) will be
retained by the Company until the shares become transferable
pursuant to paragraph 2(c). The Company shall deliver the stock
certificates evidencing the shares to the Participant as soon as
practicable after the date that the transfer restrictions
applicable to the Participant lapse in accordance with paragraph
2(b).
e. Misconduct. The Committee
shall have the authority to cancel, rescind, cause the forfeiture
of or otherwise limit or restrict any non-vested Restricted Stock
Units awarded under this Agreement if the Committee determines that
the Participant has (i) violated the Company’s Code of
Conduct (as in effect from time to time); (ii) violated any
law (other than misdemeanor traffic violations) and thereby injured
or damaged the business reputation or prospects of the Company or
an Affiliate; or (iii) engaged in intentional misconduct that
caused, or materially contributed to, the need for a substantial
restatement (voluntary or required) of the Company’s
financial statements filed with the Securities and Exchange
Commission (the foregoing enumerated items being hereinafter
referred to, individually or collectively, as a “Prohibited
Activity”).
Furthermore, in the event the
Committee in its discretion determines that the Participant has
engaged in a Prohibited Activity at any time prior to or during the
six months after any vested shares of Common Stock awarded
hereunder have become transferable pursuant to paragraph 2(c)
(hereinafter, “Transferable Shares”), the Committee may
rescind the issuance of and lapse of transfer restrictions with
respect to such Transferable Shares, provided the Committee takes
such action by the later of (i) two years after the date the
Transferable Shares became transferable pursuant to paragraph 2(c),
or (ii) two years after the occurrence of the Prohibited
Activity. Upon such rescission, the Company at its sole option may
require the Participant to (a) deliver and convey to the
Company the Transferable Shares; (b) in the case of
Transferable Shares that have been sold or otherwise disposed of by
the Partici
