Exhibit 10.1
THE ALTRIA GROUP,
INC.
2005 PERFORMANCE INCENTIVE
PLAN
RESTRICTED STOCK
AGREEMENT
(January 27, 2009)
ALTRIA GROUP, INC. (the
“Company”), a Virginia corporation, hereby grants to
the employee identified in the 2009 Restricted Stock Award section
of the Award Statement (the “Employee”) under the
Altria Group, Inc. 2005 Performance Incentive Plan (the
“Plan”) a Restricted Stock Award (the
“Award”) dated January 27, 2009, with respect to
the number of shares set forth in the 2009 Restricted Stock Award
section of the Award Statement (the “Shares”) of the
Common Stock of the Company (the “Common Stock”), all
in accordance with and subject to the following terms and
conditions:
1. Book Entry Registration .
The Shares shall be evidenced by a book entry account maintained by
the Company’s Transfer Agent for the Common Stock. Upon the
vesting of Shares, no certificates will be issued except upon a
separate written request made to such Transfer Agent or other agent
as determined by the Company.
2. Restrictions . Subject to
Section 3 below, the restrictions on the Shares shall lapse
and the Shares shall vest on the Vesting Date set forth in the 2009
Restricted 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 (the “Restriction Period”) commencing on
the Award Date set forth in the Award Statement and ending on the
Vesting Date.
3. Termination of Employment
During Restriction Period . 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 or Disability, or upon the Employee reaching
eligibility for Normal Retirement, the restrictions on the Shares
shall lapse and the Shares shall become fully vested on the date of
death, Disability, or eligibility for 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 or
Disability prior to the end of the Restriction Period, the Employee
shall forfeit all rights to the Shares. Notwithstanding the
foregoing, 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 Shares.
4. Voting and Dividend Rights
. During the Restriction Period, the Employee shall have the rights
to vote the Shares and to receive any cash dividends payable with
respect to the Shares, as paid, less applicable withholding taxes
(it being understood that such dividends will generally be taxable
as ordinary compensation income during such Restriction
Period).
5. Transfer Restrictions .
This Award and the Shares (until they become unrestricted pursuant
to the terms hereof) 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 Shares
shall be forfeited.
6. Withholding Taxes . The
Company is authorized to satisfy the actual minimum statutory
withholding taxes arising from the granting or vesting of this
Award, as the case may be, by deducting the number of shares having
an aggregate value equal to the amount of withholding taxes due
from the total number of shares awarded or the number of shares
vesting 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 vested Shares by the Employee. Shares deducted
from this Award in satisfaction of actual minimum withholding tax
requirements shall be valued at the Fair Market Value of the Shares
on th
