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Exhibit 10.1
THE ALTRIA GROUP, INC.
2005 PERFORMANCE INCENTIVE PLAN
DEFERRED STOCK AGREEMENT
(January 31, 2007)
ALTRIA GROUP, INC. (the "Company"), a Virginia corporation,
hereby grants to the employee identified in the 2007 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 31, 2007,
(the "Award Date") with respect to the number of shares set forth
in the 2007 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 2007
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), 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 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 Stock received in payment of vested Deferred
Shares on the date as of which the amount giving rise to the
withholding requirement first became includible in the gross income
of the Employee under applicable tax laws. If the Employee is
covered by a Company tax equalization policy, the Employee also
agrees to pay to the Company any additional hypothetical tax
obligation calculated and paid under the terms and conditions of
such tax equalization policy.
6. Death of Employee . If any of the Deferred Shares
shall vest upon the death of the Employee, any Common Stock
received in payment of the vested Deferred Shares shall be
registered in the name of the estate of the Employee except that,
to the extent permitted by the Compensation Committee, if the
Company shall have theretofore received in writing a beneficiary
designation, the Common Stock shall be registered in the name of
the designated beneficiary.
7. Payment of Deferred Shares . Each Deferred Share
granted pursuant to this Award represents an unfunded and unsecured
promise of the Company to issue to the Employee, on or as soon as
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