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 t
