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Exhibit
10.1
THE ALTRIA GROUP,
INC.
2005 PERFORMANCE INCENTIVE
PLAN
DEFERRED STOCK
AGREEMENT
FOR ALTRIA COMMON
STOCK
(January 30,
2008)
ALTRIA GROUP, INC. (the
“Company”), a Virginia corporation, hereby grants to
the employee identified in the 2008 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 30, 2008, (the “Award
Date”) with respect to the number of shares set forth in the
2008 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 2008 Deferred Stock Award section of
the Award Statement (the “Vesting Date”), provided that
the Employee remains an employee of the Altria Group 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 Altria
Group 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 Altria Group 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 Altria Group, 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 .
lf 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 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
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