Exhibit 10.41
STOCK COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
(as amended and restated
effective April 24, 2008)
Section 1. Purpose;
Definitions.
The purposes of the Plan are
(i) to assist the Company in promoting a greater identity of
interest between the Company’s Non-Employee Directors and the
Company’s stockholders; and (ii) to assist the Company
in attracting and retaining Non-Employee Directors by affording
them an opportunity to share in the future successes of the
Company.
For purposes of the Plan, the
following terms are defined as set forth below:
(a) “Award” means the
grant under the Plan (or, to the extent relevant, under any Prior
Directors Plan) of Common Stock, Stock Options, or Other
Stock-Based Awards.
(b) “Board” means the
Board of Directors of the Company.
(c) “Committee” means
the Nominating, Corporate Governance and Social Responsibility
Committee of the Board or a subcommittee thereof, any successor
thereto or such other committee or subcommittee as may be
designated by the Board to administer the Plan.
(d) “Common Stock” or
“Stock” means the Common Stock of the
Company.
(e) “Company” means
Altria Group, Inc., a corporation organized under the laws of the
Commonwealth of Virginia, or any successor thereto.
(f) “Deferred Stock”
means an unfunded obligation of the Company, represented by an
entry on the books and records of the Company, to issue one share
of Common Stock on the date of distribution.
(g) “Deferred Stock
Account” means the unfunded deferred compensation account
established by the Company with respect to each participant who
elects to participate in the Deferred Stock Program in accordance
with Section 7 of the Plan.
(h) “Deferred Stock
Program” means the provisions of Section 7 of the Plan
that permit participants to defer all or part of any Award of Stock
pursuant to Section 5(a) of the Plan.
(i) “Fair Market Value” means, as of
any given date, the average of the highest and lowest reported
sales prices of the Common Stock on the New York Stock
Exchange-Composite Transactions or, if no such sale of Common Stock
is reported on such date, the fair market value of the Stock as
determined by the Committee in good faith; provided, however, that
the Committee may in its discretion designate the actual sales
price as Fair Market Value in the case of dispositions of Common
Stock under the Plan. In the case of Stock Options or similar Other
Stock-Based Awards, for purposes of Section 5(a), Fair Market
Value means, as of any given date, the Black-Scholes or similar
value determined based on the assumptions used for purposes of the
Company’s most recent financial reporting.
(j) “Non-Employee
Director” means each member of the Board who is not a
full-time employee of the Company or of any corporation in which
the Company owns, directly or indirectly, stock possessing at least
50% of the total combined voting power of all classes of stock
entitled to vote in the election of directors in such
corporation.
(k) “Other Stock-Based
Award” means an Award, other than a Stock Option or Deferred
Stock, that is denominated in, valued in whole or in part by
reference to, or otherwise based on or related to, Common
Stock.
(l) “Plan” means this
Stock Compensation Plan for Non-Employee Directors, as amended from
time to time.
(m) “Plan Year” means
the period commencing at the opening of business on the day on
which the Company’s annual meeting of stockholders is held
and ending on the day immediately preceding the day on which the
Company’s next annual meeting of stockholders is
held.
(n) “Prior Directors
Plans” shall mean the Company’s 1992 Compensation Plan
for Non-Employee Directors, the 2000 Stock Compensation Plan for
Non-Employee Directors, the 2005 Stock Compensation Plan for
Non-Employee Directors, the 2005 Stock Compensation Plan, as
amended and restated effective August 31, 2007 (the
pre-amendment version of this Plan), and any subplans
thereof.
(o) “Stock Option” means
a right granted to a Non-Employee Director to purchase a share of
Stock at a price equal to the Fair Market Value on the date of
grant. Any Stock Options granted pursuant to the Plan shall be
nonqualified stock options.
2
Section 2. Administration.
The Plan shall be administered by
the Committee, which shall have the power to interpret the Plan and
to adopt such rules and guidelines for carrying out the Plan and
appoint such delegates as it may deem appropriate. The Committee
shall have the authority to adopt such modifications, procedures
and subplans as may be necessary or desirable to comply with the
laws, regulations, compensation practices and tax and accounting
principles of the countries in which Non-Employee Directors reside
or are citizens of and to meet the objectives of the
Plan.
Any determination made by the
Committee in accordance with the provisions of the Plan with
respect to any Award shall be made in the sole discretion of the
Committee, and all decisions made by the Committee pursuant to the
provisions of the Plan shall be final and binding on all persons,
including the Company and Plan participants.
Section 3.
Eligibility.
Only Non-Employee Directors shall be
granted Awards under the Plan.
Section 4. Common Stock Subject
to the Plan.
The total number of shares of Common
Stock reserved and available for distribution pursuant to the Plan
shall be 1,000,000. If any Stock Option or Other Stock-Based Award
is forfeited or expires without the delivery of Common Stock to a
participant, the shares subject to such Award shall again be
available for distribution in connection with Awards under the
Plan. Any shares of Common Stock that are used by a participant as
full or partial payment of withholding or other taxes or as payment
for the exercise price of an Award shall be available for
distribution in connection with Awards under the Plan.
In the event of any merger, share
exchange, reorganization, consolidation, recapitalization,
reclassification, distribution, stock dividend, stock split,
reverse stock split, split-up, spin-off, issuance of rights or
warrants or other similar transaction or event affecting the Common
Stock after adoption of the Plan by the Board, the Committee is
authorized to and shall make such adjustments or substitutions with
respect to the Plan and any Prior Directors Plan and to Awards
granted thereunder as it deems appropriate to reflect the
occurrence of such event, including, but not limited to,
adjustments (A) to the aggregate number and kind of securities
reserved for issuance under the Plan, (B) to the Award amounts
set forth in Section 5(a), and (C) to the number and kind
of securities subject to outstanding Awards and, if applicable, to
the grant or exercise price of outstanding Awards. In connection
with any such event, the Committee is also authorized to provide
for the payment of any outstanding Awards in cash, including, but
not limited to, payment of cash in lieu of any fractional Awards,
provided that any such payment shall comply with the requirements
of Internal Revenue Code section 409A.
Section 5. Awards.
3
(a) Annual Awards. On the first day of each Plan
Year, each Non-Employee Director serving as such immediately after
the annual meeting held on such day shall receive an Award having a
Fair Market Value equal to $140,000 (with any fractional share
being rounded up to the next whole share) or such greater amount as
the Committee determines in its discretion. Such Award shall be
made in the form of Common Stock, Stock Options, Other Stock-Based
Awards, or a combination of the foregoing as the Committee
determines in its discretion.
(b) Terms of Awards.
(i) Awards pursuant to
Section 5(a) that are denominated in Common Stock are eligible
for participation in the Deferred Stock Program described in
Section 7.
(ii) The term of each Stock Option
or similar Other Stock-Based Award shall be ten years. Each Stock
Option or similar Other Stock-Based Award shall vest in not less
than six months (or such longer period set forth in the Award
agreement) and shall be forfeited if the participant does not
continue to be a Non-Employee Director for the duration of the
vesting period, unless the participant ceases to be a Non-Employee
Director by reason of the participant’s death or disability.
Subject to the applicable Award agreement, Stock Options or similar
Other Stock-Based Awards may be exercised, in whole or in part, by
giving written notice of exercise specifying the number of shares
to be purchased. Such notice shall be accompanied by payment in
full of the purchase price by certified
