Exhibit







Exhibit 10.1
CONFIDENTIAL







	
	
	THIS RELEASE MUST BE SIGNED AND RETURNED TO CHARLIE WHITAKER BY OCTOBER 15, 2019.  YOU MAY REVOKE THIS RELEASE WITHIN 7 DAYS AFTER YOU SIGN IT BY SUBMITTING A WRITTEN REVOCATION TO HR DIRECT.




AGREEMENT AND GENERAL RELEASE
Altria Group, Inc.  (“Company”) and I, Kevin C. Crosthwaite, Jr., agree as follows:
Based on your announced appointment as CEO of JUUL Labs, Inc. (“JUUL”), you acknowledge that your employment with the Company ended on September 24 2019. (“Departure Date”).  You will receive the payments and benefits described in this Agreement and General Release (“Release”), subject to the terms of this Release, and on the condition that you sign, return, do not revoke, and do not breach this Release.
Section 1 - Payments and Benefits
		
	(a)
	Acknowledgement of Consideration In Exchange For Release




In exchange for your promises in this Agreement and General Release (“Release”), the Company will pay you the following:
 (i)    An in lieu of payment of your incentive compensation award under the                                Management Incentive Compensation Plan (“IC Plan”) for 2019 in the amount of                     $403,000.00.  This reflects your contributions during 2019, calculated based on                                      individual and Company performance ratings at target.  This amount will be paid                                               within 30 days of receiving the signed Agreement and General Release and is subject to              applicable withholding.
(ii)    A potential in lieu of payment for your Long-Term Incentive Plan (“LTIP”)                                       award.  The payment will be determined based on an individual performance rating at                                  target and a Company performance rating using actual Company business performance                        during the 2017 - 2019 performance period, as determined by the Compensation                                Committee of Altria’s Board of Directors (“Compensation Committee”). The LTIP                                         award, if any, will be paid no later than March 15, 2020, and is subject to the                                     Compensation Committee approving payments to the entire eligible population.    
(iii)    A cash payment equal to the full value of your unvested 2015, 2017, 2018 and                                    2019 Altria Group Stock Awards (RSUs and PSUs), less any applicable withholdings,                                        with the value of your PSUs based on the target number of units. This cash payment is                                  being made to you based on the forfeiture of your unvested 2015, 2017, 2018, and 2019                             Altria Group Stock Awards as of your Departure Date and will be paid as soon as                administratively possible following receipt of the signed Agreement and General                                     Release.




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The cash payment will be based on the average closing price on the New York Stock Exchange Composite Index for a share of Altria Group common stock on each of the 20                                                        trading days immediately preceding and including September 18, 2019.  
You understand and agree that the cash payment is being made and the valuations will                                           be determined in accordance with the terms established at the sole discretion of the                           Company. You further understand and agree that these payments are being made in                                               lieu of the 2015, 2017, 2018, and 2019 RSU and PSU awards, which are fully forfeited                                   upon your Departure Date.  Finally, you understand and agree that you will not be                                        eligible for any future stock awards and that you will not be entitled to receive                                             dividends or dividend equivalents on any forfeited stock awards after your Departure                                          Date. Declared dividend equivalents accrued during the vesting period for your 2017,                                        2018 and 2019 PSU Awards will be calculated using the target number of units and will                                                 be paid as soon as administratively possible following receipt of the signed Agreement and General Release. 
(iv)    A Special Recognition payment in the amount of $2,500,000.00 to be paid within 30 days of receiving the signed Agreement and General Release and is subject to                                                           applicable withholding.
Section 2 - Your Complete Release of Claims
		
	(a)
	In General




You unconditionally release and discharge all the Claims described in Section                                    2(b) that you may now have against the Released Parties as defined in Section 2(c),                                               except that you are not releasing: (i) any claim that cannot lawfully be released or                                       discharged, (ii) any claim that relates to your right to enforce this Release, or (iii) any                                          claim that may arise after you sign this Release.
		
	(b)
	Claims Released




Subject only to the exceptions in Section 2(a), you are releasing and discharging                                          all known and unknown claims, promises, causes of action, or similar rights of any type                                    that you presently may have (“Claims”) with respect to any of the Released Parties                                                 listed in Section 2(c).  You understand that the Claims you are releasing and discharging                           might arise under many different laws (including federal, state and local statutes,                                         executive orders, regulations, other administrative guidance, and common law                                             doctrines), including but not limited to the following:
(i)  Antidiscrimination statutes, such as the Age Discrimination in                               Employment Act, the Older Workers Benefit Protection Act, Executive Order                                  11141, Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights                                      Act of 1866, Executive Order 11246, the Equal Pay Act, the Employee Retirement            Income Security Act, the Americans with Disabilities Act, Sections 503 and 504 of                         




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the Rehabilitation Act of 1973, and any other federal, state, or local laws                                       prohibiting these or other kinds of employment discrimination.
(ii)      Federal, state, or local employment statutes, such as the Worker                Adjustment and Retraining Notification Act (“WARN Act”), the Employee                     Retirement Income Security Act of 1974, the Family and Medical Leave Act, and                                 any other federal, state or local laws relating to employment.
(iii)    Other laws, such as federal, state, or local laws regarding workers’ compensation (to the extent permitted by applicable law), an employer’s right to                  terminate employees, or otherwise regulating employment; any federal, state, or                               local law enforcing express or implied employment contracts or requiring an                              employer to deal with employees in any prescribed manner; any other federal,                                 state, or local laws providing recourse for alleged wrongful discharge, physical                                        or personal injury, emotional distress, fraud, negligent misrepresentation,                                defamation, retaliation and similar or related claims; and the laws of countries                             outside the United States (including laws mandating severance payments).
(iv)  Examples of Claims you are releasing and discharging include, but are not limited to: (1) Claims that in any way relate to your employment with the                                             Company or its affiliates, or the termination of that employment, such as Claims                                   for compensation, bonuses, incentive compensation payments, lost wages, or                                    leave pay; (2) Claims that in any way relate to the design or administration of                                           any employee benefit program; (3) any claim to benefits under the Severance                                           Plan; (4) Claims that you have irrevocable or vested rights to severance or similar                     benefits or to post-employment health or group insurance benefits (other than as              specifically set forth in this Release); (5) any Claim, such as a benefit claim, that                                    was explicitly or implicitly denied before you signed this Release; or (6) any                                      Claim to attorneys’ fees or other indemnities.    
		
	(c)
	Released Parties




The Released Parties are the Company, all affiliated companies, parents,                                          divisions or subsidiaries, and, with respect to each of them, all of the Company’s or                                                such related entities’ predecessors and successors, and, with respect to the Company                                           and each entity described above, all of their past and present employees, officers,                                          directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers,                             employee benefit programs (and the trustees, administrators, fiduciaries, and insurers                                          of such programs), and any other persons acting by, through, under, or in concert with                                        any of the persons or entities listed in this paragraph.










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	(d)
	Right to Revoke




You may revoke this Release within 7 days after signing it by submitting a                                                written revocation to HR Direct, in which case this Release will be canceled and of no                                      force or effect, and you will not be entitled to receive the consideration provided in                                    exchange for executing this Release.


Section 3 - Your Promises 


		
	(a)
	Whistleblower Claims and Other Government Investigations




Nothing in this Release or in any agreement referenced herein does, or is                                          intended to, restrict your ability (with or without prior notice to or authorization by the                    Company) to raise in good faith or participate in an investigation regarding any                                                  potential violation of law or regulation with the Securities and Exchange Commission                             (SEC), the Equal Employment Opportunity Commission (EEOC), the Occupational                                         Safety and Health Administration (OSHA), the U.S. Food and Drug Administration                                      (FDA), or any other state or federal governmental or regulatory agency.  This Release                                      also does not prevent you from making other disclosures protected by law under the                 whistleblower provisions of any state or federal statutes or regulations.  Any such                                disclosures should be made only to parties authorized to investigate the potential                                             violation and limited to information that is reasonably related to the alleged violation                                          and/or specifically requested by the investigating agency. 
		
	(b)
	Confidential Information  




You agree that any disclosure of confidential information concerning the                                       Company’s operations, business methods or employees made to any governmental or                          regulatory agency will be limited to Confidential Information that is reasonably related                                        to the alleged violation and/or specifically requested by the investigating agency.  You                                    also agree that the disclosure(s) will be made only to such parties authorized to                                         investigate the potential violation.
		
	(c)
	No Future Lawsuit for Released Claims 




You further agree not to file any lawsuit, demand for arbitration, or any other                              adversarial or administrative proceeding seeking personal relief (individually, with                                    others, or as part of a putative class) in the future pursuing any of the Claims released                                                 and discharged in this Release.  You acknowledge and understand that you are                                                  expressly waiving your right to any personal relief for Claims released and discharged                                              in this Release to the fullest extent permitted by law, including but not limited to lost                                   wages, salary, benefits, money damages, attorneys’ fees, costs, reinstatement, or any                                      




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other legal or equitable relief whatsoever, even if sought on your behalf by any                                  governmental agency or any person claiming to represent you and/or any member of a                            putative class.  
		
	(d)
	Company Property and Records Management




By your signature below, you certify that you have conducted a diligent search                                      for, and have returned or return herewith: (1) any and all "Confidential Information," as                             defined by Company policies; (2) the originals and all copies of any business records of                                     the Company and its affiliates and any credit cards, access and identification cards,                                computers, PDA’s, wireless devices, keys, and any other property of the Company or its                      affiliates in my possession; and (3) any and all other confidential, secret or proprietary                             materials in my custody, possession or control belonging to or obtained from the                                         Company and its affiliates.
You also certify that you have properly preserved and retained all records of the               Company within your possession or control that are needed for business or legal                                         purposes in accordance with the Company’s policies and other applicable guidance                       addressing records management.  You have appropriately provided both access to                                             those records and instructions to management regarding those records such that the                                 Company will be able to find and utilize them.
		
	(e)
	Certification of Compliance




By your signature below, you certify to the best of your knowledge that, during                                  your employment with the Company, you have not engaged in conduct that violated                                              the Company’s policies or applicable laws (with the exception of any conduct                                              previously reported to the Company or to the proper governmental or regulatory                          investigative authority).  You also certify that, during your employment with the                                      Company, you have been afforded the opportunity to report to the Company any                                                  alleged violations of its policies or applicable laws, and that to the best of your                                        knowledge there is no violation of which you are aware that has not been reported to                                               the Company or to the proper investigating authority.
		
	(f)
	Indemnification 




 The Company and you acknowledge and agree that the Company’s restated                                           Articles of Incorporation provide for the exculpation, indemnification and the                               advancement and reimbursement of legal and other expenses for former officers and                          directors among other eligible persons.














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	(g)
	Non-Disparagement and Cooperation




Except for disclosures described in Section 3(a), you agree not to make any                      disparaging, derogatory, or defamatory statements to anyone, whether spoken or                                          written, about the Company or its affiliates, their respective products or services, or any                                       of their respective current or former officers, directors, or employees.  Nothing in this                           Release prevents you or the Company from responding truthfully to a lawfully-issued                          subpoena, court order or other lawful request by any regulatory agency or                                                  governmental authority.
To the extent consistent with applicable law, you agree to cooperate reasonably                                    and truthfully with the Company and its affiliates in the prosecution, defense, or                                                    pursuit of any matter in which you were involved.
		
	(h)
	Non-Disclosure, Confidentiality and Non-Competition 




You acknowledge you have executed a previous agreement or agreements                                          (“Prior Agreement”) with the Company, its affiliates, or a predecessor to such                                         companies, relating to confidentiality of information or non-competition obligations.                                        This includes the Confidentiality and Non-Competition Agreement dated March 16,                                        2019.  You acknowledge and agree that, to the extent not contrary to the terms of this                               Release, the terms of such Prior Agreement shall remain in full force and effect.
		
	(i)
	Notice of Request for Disclosure




Unless it would impede your ability to communicate directly with any                               governmental or regulatory agency, including the Securities and Exchange                                        Commission, regarding the issues set forth in Section 3(a), in the event you are lawfully                             issued a subpoena or court order or other lawful request by a regulator or                                                   governmental authority related to your employment with or separation from the                                          Company or its affiliates, you will give the Company at least 10 days’ notice prior to the                                  time noticed for such disclosure, unless such notice is impossible, in which case, you                                              will give the Company immediate notice within not more than 24 hours after you                                              receive any such subpoena, court order or request.  
		
	(j)
	Implementation




You agree to sign any documents and do anything else that is necessary in the future to implement this Release.










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	(k)
	Resignation


You acknowledge that you have resigned from all positions and roles you held at                                                the Company and its affiliates, and you agree to sign any documents and take such                                                  other actions that are necessary to effectuate such resignation. 


Section 4 - Consequences of Violating Your Promises
The promises and representations you made in Section 3 are a material                                     inducement for the Company to enter into this Release.  If the Company determines                                              you have violated a promise in Section 3 or that if any representation you made in                                            Section 3 was false when made, the Company will notify you of such violation.  You                                        agree that you will forfeit any future payments provided as consideration for this                                            Release and that you will reimburse the Company, upon its request and as allowed by                      applicable law, for any amounts previously paid to you or on your behalf because you                                signed this Release and to pay any other damages, reasonable costs, expenses, and                              attorneys’ fees that the Company or any of the other Released Parties may incur as a                                         result of your breaching any promise you made in Section 3 of this Release or if any             representation you made in Section 3 of this Release was false when made.
Section 5 - Consideration of Release
You acknowledge that before deciding to sign this Release, you were given a                                  period of at least 21 calendar days to consider this Release.  If you choose to execute this                        Release prior to the expiration of the 21 day period, you acknowledge that you were                                   afforded a period of at least 21 days to consider this Release before executing it and                                              your execution prior to the expiration of the 21 day period is your free and voluntary                                              act.  You further acknowledge that the Company encouraged you to discuss this                                             Release with your attorney before signing it and that you had the opportunity to do so                                                to the extent you deemed it appropriate.  You further acknowledge that you (a)                                               carefully read this Release; (b) fully understand it; and (c) enter into it voluntarily and                           without relying on any promises, statements or representations by the Company or its                   employees.  
Section 6 - Miscellaneous
		
	(a)
	Entire Agreement




Except for the Prior Agreement and as otherwise noted in this Release, this Release constitutes the entire agreement between you and the Company.  This Release may not be modified or canceled in any manner except by a writing signed by both you and an authorized Company official.  You acknowledge that the Company has made no representations or promises to you other than those in this Release.  If any provision in this Release is found to be invalid or unenforceable, all other provisions will remain fully enforceable. 




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	(b)
	Successors




This Release binds your heirs, administrators, representatives, executors, successors, and assigns, and anyone else claiming through you or on your behalf, and will inure to the benefit of all Released Parties and their respective heirs, administrators, representatives, executors, successors, and assigns.
		
	(c)
	Interpretation and Governing Law




This Release shall be construed as a whole according to its fair meaning.  It shall not be construed strictly for or against you or any of the Released Parties.  Unless the context indicates otherwise, the term “or” shall be deemed to include the term “and” and the singular or plural number shall be deemed to include the other.  Captions are intended solely for convenience of reference and shall not be used in the interpretation of this Release.  This Release shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia applicable to contracts made and to be performed therein, without giving effect to conflict of laws principles.


BY SIGNING BELOW, THIS RELEASE IS AGREED TO AND VOLUNTARILY              ACCEPTED BY:
	
				
	Date:
	9/25/19
	 
	/s/ KEVIN C. CROSTHWAITE, JR.

	 
	 
	 
	Kevin C. Crosthwaite, Jr.

	 
	 
	 
	Personnel #: 00051909

	 
	 
	 
	 
















	
					
	Date:
	9/25/19
	 
	By:/s/ CHARLES N. WHITAKER
	 

	 
	 
	 
	Charles N. Whitaker
	 

	 
	 
	 
	Senior Vice President
	 

	 
	 
	 
	Chief Human Resources Officer,
	 

	 
	 
	 
	Chief Compliance Officer
	 

	 
	 
	 
	Altria Group, Inc.
	 

	 
	 
	 
	On behalf of the Company
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 












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