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Exhibit 10
THE ALTRIA GROUP,
INC.
PERFORMANCE INCENTIVE
PLAN
RESTRICTED STOCK
AGREEMENT
(January 26,
2005)
ALTRIA GROUP, INC. (the
“Company”), a Virginia corporation, hereby grants to
the employee identified in the 2005 Restricted Stock Award section
of the Award Statement (the “Employee”) under The
Performance Incentive Plan (the “Plan”) a Restricted
Stock Award (the “Award”) dated January 26, 2005, with
respect to the number of shares set forth in the 2005 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 therefor 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 2005 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 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
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