EX-10.1



 






Exhibit 10.1




[UST Inc. Letterhead]




[Date]




[Name]

[Address]

[Address]




Re:      Amendment of Option Award Agreement(s)



Dear :




          I am pleased to advise you, that the Board of Directors of UST Inc. (“UST” or the “Company”) has decided to accelerate the vesting of all outstanding stock options awarded under the UST Inc.
Amended and Restated Stock Incentive Plan and the UST Inc. 1992 Stock Option Plan (collectively,
the “Plans”) that are not vested as of December 31, 2005. Subject to the condition set forth
below, this accelerated vesting will apply to all stock options that have been granted to you by
the Company under the Plans that are outstanding and otherwise unvested as of December 31, 2005.




          According to our records, you will have as of December 31, 2005, outstanding and otherwise unvested
the following options:




	 	 	 	 	 
	# of Options	 	Exercise Price	 	Original Vesting Date
	[          ]

	 	[          ]
	 	[          ]






          The abovementioned options are referred to herein as (“your Outstanding Options”).




          The accelerated vesting of your Outstanding Options is conditioned on your agreement
that you will not sell, transfer, assign, pledge, or otherwise dispose of, alienate, or encumber
(other than shares sold for payment of the exercise price and taxes), either voluntarily or
involuntarily, any shares that you acquire on exercising your
Outstanding Options at any time before the earlier of: (i) the date on which your
Outstanding Options would have vested under the terms of the applicable Plan or original option
award agreement(s) (without giving effect to this acceleration, but including any possible
acceleration of vesting that would otherwise occur following a change in control or other
circumstances causing accelerated vesting as set forth in the applicable Plan and original option
award agreement(s)) or (ii) your last day of employment. Except as provided below, any sale or
transfer, or purported sale or transfer, of any such shares or any interest therein prior to that
vesting date shall be null and void. This restriction on the transfer of shares will not apply to
any transfer that would have been permitted with respect to the underlying option under the terms
of the applicable Plan and original option award agreement(s), i.e., a transfer upon your death.




          In order to ensure that you satisfy these requirements, if you decide to exercise any portion
of your Outstanding Options prior to the time that such options would have otherwise vested
(including accelerated vesting set forth in the applicable Plan or original option award
agreement(s)), the Company will issue shares subject to these restrictions in certificate form only
with the following restrictive legend and such other legends as may be required or appropriate
under applicable law:




 









 









“THE OWNERSHIP OF THIS STOCK CERTIFICATE AND THE SHARES OF STOCK EVIDENCED
HEREBY AND ANY INTEREST THEREIN IS SUBJECT TO THE RESTRICTIONS ON TRANSFER
UNDER AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND UST INC. A
COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF UST
INC.”



     Additionally, you agree that such certificates will be held by the Company until the
restrictions on transfer have lapsed (i.e., until the accelerated portion of your Outstanding
Options would have otherwise vested). Promptly after the transfer restrictions on any such shares
have lapsed, the Company will deliver to you a certificate or certificates, free of the restrictive
legend described above, evidencing such shares. Upon the occurrence of a stock split, reverse
stock split, stock dividend or any other change in capitalization, reorganization, merger or
similar event affecting the Company’s common stock, the transfer restrictions set forth above
applicable to any stock that you may have acquired upon exercise of an option will continue in
effect with respect to any consideration or other securities received in respect of such stock.



     By executing this letter agreement, you and the Company agree that the provisions of this
agreement amend and supercede any inconsistent provisions contained in the original option award
agreement(s) evidencing your Outstanding Options.



     Kindly sign and return
the enclosed copy of this letter agreement to Maria R. Sharpe before
December 31, 2005.



	 	 	 	 	 	 	 
	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	UST Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Richard A. Kohlberger
	 	 
	 

	 	 	 	Title: Senior Vice President, General Counsel	 	 
	 

	 	 	 	     and Secretary	 	 






	 	 	 	 	 
	Acknowledged and agreed to this day	 	 
	of       2005.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	[Name of Optionee]

	 
	 

	 	 	 	 







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