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Exhibit
10.1
Alliance One International, Inc.
2007 Incentive Plan
Form of Restricted Stock Agreement
CAREER SHARES
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 . 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 Award covering
shares of Common Stock of the Company (the "Restricted Stock").
2. Terms and Conditions .
a. Vesting . Except as provided in paragraph 2(e), the
Participant’s interest in the Restricted Stock 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 that
has not vested in accordance with the two preceding sentences shall
be forfeited, and the Participant shall have no further rights in
the Restricted Stock, upon the termination of the
Participant’s employment with the Company and its
Affiliates.
b. Transferability . The Restricted Stock may not be
transferred before it becomes vested in accordance with paragraph
2(a). If the Restricted Stock becomes vested in accordance with
paragraph 2(a), it will become transferable on the earliest of
(i) the date the Participant attains age 60, (ii) the
seventh anniversary of the date the Restricted Stock 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 Restricted 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 Restricted Stock.
c. Stock Power . With respect to shares of Restricted
Stock forfeited under paragraph 2(a) or paragraph 2(e), the
Participant does hereby irrevocably constitute and appoint the
Alliance One International, Inc. Corporate Secretary or the Vice
President Compensation & Benefits as his attorney to
transfer on the books of the Company, with full power of
substitution in the premises, any shares of Restricted Stock that
are forfeited in accordance with this Agreement. Such person or
persons shall use the authority granted in this paragraph 2(c) to
cancel any shares of Restricted Stock that are forfeited or subject
to rescission under paragraph 2(a) or paragraph 2(e).
d. Custody of Certificates . Custody of
stock certificates evidencing the shares of Restricted Stock shall
be retained by the Company. 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 with respect to the Restricted Stock
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 shares of Restricted Stock 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
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