Exhibit 10.1
UST
INC.
2005 LONG-TERM INCENTIVE PLAN
NOTICE OF GRANT OF STOCK OPTION
This Notice is to certify that the
Optionee named below has been granted the number of options set
forth below under the UST Inc. 2005 Long-Term Incentive Plan (the
“Plan”) and the terms and conditions set forth in this
Notice and attached Nonstatutory Stock Option Agreement (the
“Agreement”). This Notice is subject to and
incorporates by reference the terms and conditions of the
Agreement, a copy of which is enclosed. Please refer to the
Agreement and the Plan document for an explanation of the terms and
conditions of this grant and a full description of your rights and
obligations. If the Agreement is not signed and returned to the
Company, on or before the date on which these Stock Options vest,
the Stock Options granted hereunder shall be forfeited. Please sign
and date the Agreement and return it promptly in the enclosed
envelope.
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Name of
Optionee :
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Raymond P. Silcock |
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Type of
Option :
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Nonstatutory |
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Number of Shares
Under Option :
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50,000 |
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Per Share
Exercise Price :
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[$xx.xx] |
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Grant Date
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August 6, 2007 |
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Vesting Date
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August 6, 2010 |
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Expiration
Date :
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August 5, 2017 |
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Additional
Terms :
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See the Nonstatutory Stock Option
Agreement. |
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UST
INC.
2005 LONG-TERM INCENTIVE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
NONSTATUTORY
STOCK OPTION AGREEMENT, made as of the date set forth on the
Notice of Grant of Stock Option pursuant to the UST Inc.
2005 Long-Term Incentive Plan (the “Plan”), between UST
Inc., a Delaware corporation (the “Company”), and the
employee of the Company or a Subsidiary named on the Notice of
Grant of Stock Option (the “Employee”).
WHEREAS,
the Company desires, by affording the Employee an opportunity to
purchase shares of its common stock, $.50 par value (“Common
Stock”), as hereinafter provided and subject to the terms and
conditions hereof, to carry out the purpose of the Plan; and
WHEREAS,
the Committee administering the Plan has granted (as of the
effective date of grant specified in the Notice of Grant of
Stock Option ) to the Employee the number of options as set
forth in the Notice of Grant of Stock Option which is
incorporated herein by reference.
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties
hereto have agreed and do hereby agree as follows:
1.
Grant . The Company has granted to
the Employee a Nonstatutory Stock Option (the “Option”)
to purchase the aggregate number of shares as shown on the
Notice of Grant of Stock Option , subject to adjustment as
provided in the Plan, on the terms and conditions herein set
forth.
2.
Exercise Price . The exercise price
of the shares of Common Stock covered by the Option shall be as
shown on the Notice of Grant of Stock Option .
3.
Vesting and Exercise . Except as set
forth below, the Option shall vest and become exercisable in
accordance with the Vesting Schedule as shown on the Notice of
Grant of Stock Option , and shall expire at the close of
business on the date shown on the Notice of Grant of Stock
Option . The Option, to the extent vested, may be exercised
either for the total number of shares granted, or for less than the
total number in multiples of 100 shares. In the event that the
Employee makes a “hardship withdrawal” under the UST
Inc. Employees’ Savings Plan (the “Savings
Plan”), as amended from time to time, the right of exercise
shall be suspended during the period prescribed by the Savings Plan
beginning on the date of such withdrawal, except that this
restriction shall not apply if for any reason such suspension is
not required under Section 401(k) of the Code or any final
regulations issued thereunder.
4.
Method of Exercise . Upon the
exercise of the Option, the exercise price may be paid (i) in full
in cash; (ii) by tendering previously owned mature shares with a
value on the date of exercise equal to the purchase price as
described below or (iii) by any such other method of exercise
approved by the Committee. The Option shall be exercised in
accordance with the procedures adopted by the Company from time to
time.
The
Employee may pay the purchase price by tendering to the Company, in
whole or in part, in lieu of cash, shares of Common Stock owned by
such purchaser for at least six months prior to the date of
exercise, accompanied by the certificates therefor registered in
the name of such purchaser and properly endorsed for transfer,
having a Fair Market Value equal to the cash exercise price
applicable to the portion of such Option being so exercised.
5.
No Rights as a Stockholder or to Continued Employment
. The Employee shall not have any of the
rights of a stockholder with respect to the shares of Common Stock
covered by the Option, including, without limitation, the right to
vote on all matters with respect to which the stockholders of the
Company have the right to vote and the right to receive current
cash dividends thereon, until the shares are issued or transferred
to the Employee upon exercise of the Option. The Option shall not
confer on the Employee any right to continued employment.
6.
Restrictions on Transfer . The Option
shall not be transferred or otherwise disposed of by the Employee,
including by way of sale, assignment, transfer, pledge,
hypothecation or otherwise, except as permitted by the Committee in
its discretion, or by will or the laws of descent and distribution
and shall be exercisable during the Employee’s lifetime only
by the Employee or by his/her guardian or legal representative. The
Committee may, in its sole discretion, permit the transfer of the
Option subject to any conditions that the Committee may prescribe;
provided, however, that in no event may the Option be transferred
for consideration.
7.
Invalid Transfers . No purported
sale, assignment, mortgage, hypothecation, transfer, pledge,
encumbrance, gift, transfer in trust (voting or otherwise) or other
disposition of, or creation of a security interest in or lien on,
the Option by any holder thereof in violation of the provisions of
this Nonstatutory Stock Option Agreement shall be valid, and the
Company will not transfer the Option on its books, unless and until
there has been full compliance with these provisions to the
satisfaction of the Committee. The foregoing restrictions are in
addition to and not in lieu of any other remedies, legal or
equitable, available to enforce these provisions.
8.
Adjustments; Change in Control . In
the event of any change in the outstanding shares of Common Stock,
through declaration of stock or other dividends or distributions
with respect to such shares, through restructuring,
recapitalization or other similar event or through stock splits,
change in par value, combination or exchange of shares, or the
like, then the number or kind of shares covered by the Option
and/or the purchase price of the shares covered by the Option, as
appropriate, shall be adjusted proportionately, as necessary to
reflect equitably such changes; provided, however, that any
fractional shares resulting from such adjustment shall be
eliminated. Upon the occurrence of a Change in Control prior to the
expiration of the Option, any then unexercisable portion of the
Option shall become immediately vested and/or exercisable. Upon a
Change in Control where the Company is not the surviving
corporation (or survives only as a subsidiary of another
corporation) or other Change in Control described in clause (iii)
or (iv) of the definition of “Change in Control,” the
Option shall be canceled and, in exchange therefore the Company
shall pay the Employee an amount in cash equal to the difference
between the per share exercise price of such Option and the Fair
Market Value of a share of Common Stock. For this purpose the Fair
Market Value of a share of Common Stock shall be the highest Fair
Market Value of such Common Stock during the sixty-day period prior
to the date of the Change in Control.
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9.
Effect of Termination of Employment
. If the employment of the Employee is
terminated by reason of his/her death or Disability, or for any
other reason if the Committee so determines, any portion of the
Option that has not theretofore become vested and exercisable shall
become fully vested and exercisable as of the date of such
termination of employment. If the employment of the Employee is
terminated due to his Retirement, the Employee shall become vested
as of the date of his/her Retirement with respect to a pro
rata portion of the option. For purposes of the foregoing the
pro rata portion shall be the number of shares covered by
the option multiplied by a fraction, the numerator of which is the
number of full months which have elapsed from the Grant Date
specified in the Notice of Gra
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