Exhibit 10.1
FORM OF INDEMNITY
AGREEMENT
THIS AGREEMENT
is entered into, effective as of
October 25, 2006, between ALTRIA GROUP, INC., a Virginia
corporation (the “Company”) and
(the
“Indemnitee”).
WHEREAS, it is essential to the Company to retain and
attract as directors the most capable persons available;
WHEREAS, the Indemnitee is a director of the
Company;
WHEREAS, the Company’s Restated Articles of
Incorporation set forth the general indemnification provisions
applicable to directors of the Company;
WHEREAS, both the Company and the Indemnitee recognize
the increased risk of litigation and other legal proceedings
currently facing directors of corporations, the related exposure of
directors to liability for expenses associated with such litigation
and other legal proceedings, and the desirability for mandatory
advancement of such expenses; and
WHEREAS, in recognition that it is in the best interest
of the Company to provide protection against personal liability for
expenses in such circumstances in order to enhance the
Indemnitee’s continued and effective service to the Company,
and to induce the Indemnitee to provide continued services to the
Company as a director, the Company wishes to provide in this
Agreement for the mandatory advancement of reasonable expenses to
the Indemnitee in such circumstances, as permitted by
Section 13.1-704 of the Virginia Stock Corporation Act and
Article VI, Section 3 of the Company’s Restated Articles
of Incorporation, and as set forth in this Agreement.
NOW, THEREFORE,
in consideration of the above
premises and mutual covenants recited herein, the parties agree as
follows:
1. Certain Definitions
:
(a) Board : The Board of
Directors of the Company.
(b) Expenses : Any reasonable
expense, including without limitation, reasonable counsel fees
incurred in connection with preparing for or defending against or
serving as a witness in any Proceeding (including all appeals
thereof). All such expenses shall be deemed ordinary and necessary
to the Indemnitee’s continued and effective service to the
Company, and no such expense shall be considered an extraordinary
payment.
(c) Proceeding : Any
threatened, pending, or completed action, suit, or proceeding
whether civil, criminal, administrative, or investigative and
whether formal or informal (including a proceeding brought by or in
the right of the Company) brought by reason of the fact that the
Indemnitee is or was a director of the Company or serving at the
request of the Company
1
as a director, trustee, partner, officer or
employee of another corporation, affiliated corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.
(d) Business Day : Any day
other than a Saturday, a Sunday or a day on which banking
institutions located in the Commonwealth of Virginia or the State
of New York are authorized or obligated by law or executive order
to close.
2. Agreement to Advance
Expenses .
(a) Advancement of Expenses .
The Company shall pay for or reimburse the Expenses incurred by the
Indemnitee in advance of final disposition of a Proceeding or the
making of any determination of eligibility for indemnification
pursuant to the Company’s Restated Articles of Incorporation
(an “Expense Advance”), if so requested by the
Indemnitee, provided that the Company shall not advance any
Expenses to the Indemnitee unless and until it shall have received,
substantially in the form attached hereto as Exhibit A , a
request for such Expense Advance, which request shall include:
(i) a written statement, executed personally by the
Indemnitee, of the Indemnitee’s good faith belief that his or
her conduct relevant to the Proceeding did not constitute willful
misconduct or a knowing violation of the criminal law and
(ii) a written undertaking, executed personally by the
Indemnitee, to repay the Expense Advance if it is ultimately
determined by a court of relevant jurisdiction that he or she did
not meet such standard of conduct. The Company shall pay an Expense
Advance promptly after receipt by the Company of the
Indemnitee’s completed request for such Expense Advance. The
Indemnitee is obligated to repay any Expense Advance promptly
following a written notice to the Indemnitee by the Company of a
final determination (after exhaustion or waiver by the Indemnitee
of all rights of appeal) that the Indemnitee did not meet the
required standard of conduct. Any request for an Expen
