NORTH ATLANTIC TRADING CO INC
10.42
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<TYPE>EX-10
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<FILENAME>jd3-28ex10_42.txt
<DESCRIPTION>10.42
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                                                                   EXHIBIT 10.42

                      NORTH ATLANTIC TRADING COMPANY, INC.
                            2002 SHARE INCENTIVE PLAN

           1. Purpose. The North Atlantic Trading Company, Inc. 2002 Share
Incentive Plan (the "Plan") is intended to provide incentives which will
attract, retain and motivate highly competent persons as key employees of North
Atlantic Trading Company, Inc. (the "Corporation") and of any subsidiary
corporation now existing or hereafter formed or acquired, by providing them
opportunities to acquire shares of the Common Stock, par value $.01 per share,
of the Corporation ("Common Stock") or to receive monetary payments based on the
value of such shares pursuant to the Benefits (as defined below) described
herein. Furthermore, the Plan is intended to assist in aligning the interests of
the Corporation's key employees to those of its stockholders.

           2. Administration.

           (a) The Plan will be administered by a committee (the "Committee")
appointed by the Board of Directors of the Corporation from among its members.
The Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration
of the Plan and to make such determinations and interpretations and to take such
action in connection with the Plan and any Benefits (as defined below) granted
hereunder as it deems necessary or advisable. All determinations and
interpretations made by the Committee shall be binding and conclusive on all
participants and their legal representatives. No member of the Board of
Directors, no member of the Committee and no employee of the Corporation shall
be liable for any act or failure to act hereunder, except in circumstances
involving his or her bad faith, gross negligence or willful misconduct, or for
any act or failure to act hereunder by any other member or employee or by any
agent to whom duties in connection with the administration of this Plan have
been delegated. The Corporation shall indemnify members of the Committee and any
agent of the Committee who is an employee of the Corporation, against any and
all liabilities or expenses to which they may be subjected by reason of any act
or failure to act with respect to their duties on behalf of the Plan, except in
circumstances involving such person's bad faith, gross negligence or willful
misconduct.

           (b) The Committee may delegate to one or more of its members, or to
one or more agents, such administrative duties as it may deem advisable, and the
Committee, or any person to whom it has delegated duties as aforesaid, may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan. The Committee may employ
such legal or other counsel, consultants and agents as it may deem desirable for
the administration of the Plan and may rely upon any opinion or computation
received from any such counsel, consultant or agent. Expenses incurred by the
Committee in the engagement of such counsel, consultant or agent shall be paid
by the Corporation, or the subsidiary or affiliate whose employees have
benefitted from the Plan, as determined by the Committee.


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           3. Participants. Participants will consist of such key employees of
the Corporation and any subsidiary corporation of the Corporation as the
Committee in its sole discretion determines to be significantly responsible for
the success and future growth and profitability of the Corporation and whom the
Committee may designate from time to time to receive Benefits under the Plan.
Designation of a participant in any year shall not require the Committee to
designate such person to receive a Benefit in any other year or, once
designated, to receive the same type or amount of Benefit as granted to the
participant in any other year. The Committee shall consider such factors as it
deems pertinent in selecting participants and in determining the type and amount
of their respective Benefits.

           4. Type of Benefits. Benefits under the Plan may be granted in any
one or a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c)
Stock Awards, (d) Performance Awards and (e) Stock Units (each as described
below, and collectively, the "Benefits"). Benefits shall be evidenced by
agreements (which need not be identical) in such forms as the Committee may from
time to time approve; provided, however, that in the event of any conflict
between the provisions of the Plan and any such agreements, the provisions of
the Plan shall prevail.

           5. Common Stock Available Under the Plan. The aggregate number of
shares of Common Stock that may be subject to Benefits, including Stock Options,
granted under this Plan shall be 50,000 shares of Common Stock, which may be
authorized and unissued or treasury shares, subject to any adjustments made in
accordance with Section 11 hereof. Any shares of Common Stock subject to a Stock
Option or Stock Appreciation Right which for any reason is cancelled or
terminated without having been exercised, any shares subject to Stock Awards,
Performance Awards or Stock Units which are forfeited and any shares subject to
Performance Awards settled in cash or any shares delivered to the Corporation as
part of full payment for the exercise of a Stock Option or Stock Appreciation
Right, shall again be available for Benefits under the Plan.

           6. Stock Options. Stock Options will consist of awards from the
Corporation that will enable the holder to purchase a specific number of shares
of Common Stock, at set terms and at a fixed purchase price. Stock Options may
be "incentive stock options" ("Incentive Stock Options"), within the meaning of
Section 422 of the Code, or Stock Options which do not constitute Incentive
Stock Options ("Nonqualified Stock Options"). The Committee will have the
authority to grant to any participant one or more Incentive Stock Options,
Nonqualified Stock Options, or both types of Stock Options (in each case with or
without Stock Appreciation Rights). Each Stock Option shall be subject to such
terms and conditions consistent with the Plan as the Committee may impose from
time to time, subject to the following limitations:

           (a) Exercise Price. Each Stock Option granted hereunder shall have
such per-share exercise price as the Committee may determine at the date of
grant.

           (b) Payment of Exercise Price. The option exercise price may be paid
in cash or, in the discretion of the Committee determined at the date of grant,



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by the delivery of shares of Common Stock of the Corporation then owned by the
participant, by the withholding of shares of Common Stock for which a Stock
Option is exercisable, or by a combination of these methods. In the discretion
of the Committee determined at the date of grant, payment may also be made by
delivering a properly executed exercise notice to the Corporation together with
a copy of irrevocable instructions to a broker to deliver promptly to the
Corporation the amount of sale or loan proceeds to pay the exercise price. To
facilitate the foregoing, the Corporation may enter into agreements for
coordinated procedures with one or more brokerage firms. The Committee may
prescribe any other method of paying the exercise price that it determines to be
consistent with applicable law and the purpose of the Plan, including, without
limitation, in lieu of the exercise of a Stock Option by delivery of shares of
Common Stock of the Corporation then owned by a participant, providing the
Corporation with a notarized statement attesting to the number of shares owned,
where, upon verification by the Corporation, the Corporation would issue to the
participant only the number of incremental shares to which the participant is
entitled upon exercise of the Stock Option. In determining which methods a
participant may utilize to pay the exercise price, the Committee may consider
such factors as it determines are appropriate.

           (c) Exercise Period. Stock Options granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee; provided, however, that no Stock Option
shall be exercisable later than ten years after the date it is granted. All
Stock Options shall terminate at such earlier times and upon such conditions or
circumstances as the Committee shall in its discretion set forth in such option
agreement at the date of grant.

           (d) Limitations on Incentive Stock Options. Incentive Stock Options
may be granted only to participants who are key employees of the Corporation or
subsidiary corporation of the Corporation at the date of grant. The aggregate
Fair Market Value (determined as of the time the option is granted) of the
Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by a participant during any calendar year (under all option plans
of the Corporation) shall not exceed $100,000. For purposes of the preceding
sentence, Incentive Stock Options will be taken into account in the order in
which they are granted. Incentive Stock Options may not be granted to any
participant who, at the time of grant, owns stock possessing (after the
application of the attribution rules of Section 424(d) of the Code) more than
10% of the total combined voting power of all outstanding classes of stock of
the Corporation or any subsidiary corporation of the Corporation, unless the
option price is fixed at not less than 110% of the Fair Market Value of the
Common Stock on the date of grant and the exercise of such option is prohibited
by its terms after the expiration of five years from the date of grant of such
option. Notwithstanding anything to the contrary contained herein, no Incentive
Stock Option may be exercised later than ten years after the date it is granted.

           7. Stock Appreciation Rights. The Committee may, in its discretion,
grant Stock Appreciation Rights to the holders of any Stock Options granted
hereunder. In addition, Stock Appreciation Rights may be granted independently
of, and without relation to, options. A Stock Appreciation Right means a right
to receive a payment, in cash, Common Stock or a combination thereof, in an




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amount equal to the excess of (x) the Fair Market Value, or other specified
valuation, of a specified number of shares of Common Stock on the date the right
is exercised over (y) the Fair Market Value, or other specified valuation, of
such shares of Common Stock on the date the right is granted, all as determined
by the Committee. Each Stock Appreciation Right shall be subject to such terms
and conditions as the Committee shall impose from time to time.

           8. Stock Awards. The Committee may, in its discretion, grant Stock
Awards (which may include mandatory payment of bonus incentive compensation in
stock) consisting of Common Stock issued or transferred to participants with or
without other payments therefor as additional compensation for services to the
Corporation. Stock Awards may be subject to such terms and conditions as the
Committee determines appropriate, including, without limitation, restrictions on
the sale or other disposition of such shares, the right of the Corporation to
reacquire such shares for no consideration upon termination of the participant's
employment within specified periods. The Committee may require the participant
to deliver a duly signed stock power, endorsed in blank, relating to the Common
Stock covered by such an Award. The Committee may also require that the stock
certificates evidencing such shares be held in custody or bear restrictive
legends until the restrictions thereon shall have lapsed. The Stock Award shall
specify whether the participant shall have, with respect to the shares of Common
Stock subject to a Stock Award, all of the rights of a holder of shares of
Common Stock of the Corporation, including the right to receive dividends and to
vote the shares.

           9. Performance Awards.

           (a) Performance Awards may be granted to participants at any time and
from time to time, as shall be determined by the Committee. The Committee shall
have complete discretion in determining the number, amount and timing of awards
granted to each participant. Such Performance Awards may be in the form of
shares of Common Stock or Stock Units. Performance Awards may be awarded as
short-term or long-term incentives. Performance targets may be based upon,
without limitation, Corporation-wide, divisional and/or individual performance.

           (b) The Committee shall have the authority at any time to make
adjustments to performance targets for any outstanding Performance Awards which
the Committee deems necessary or desirable unless at the time of establishment
of goals the Committee shall have precluded its authority to make such
adjustments.

           (c) Payment of earned Performance Awards shall be made in accordance
with terms and conditions prescribed or authorized by the Committee. The
participant may elect to defer, or the Committee may require or permit the
deferral of, the receipt of Performance Awards upon such terms as the Committee
deems appropriate.

           10. Stock Units.

           (a) The Committee may, in its discretion, grant Stock Units to
participants hereunder. Stock Units may, as determined by the Committee in its





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sole discretion, constitute Performance-Based Awards. The Committee shall
determine the criteria for the vesting of Stock Units. A Stock Unit granted by
the Committee shall provide payment in shares of Common Stock at such time as
the award agreement shall specify. Shares of Common Stock issued pursuant to
this Section 10 may be issued with or without other payments therefor as may be
required by applicable law or such other consideration as may be determined by
the Committee. The Committee shall determine whether a participant granted a
Stock Unit shall be entitled to a Dividend Equivalent Right (as defined below).

           (b) Upon vesting of a Stock Unit, unless the Committee has determined
to defer payment with respect to such unit or a Participant has elected to defer
payment under subsection (c) below, shares of Common Stock representing the
Stock Units shall be distributed to the participant unless the Committee, with
the consent of the participant, provides for the payment of the Stock Units in
cash or partly in cash and partly in shares of Common Stock equal to the value
of the shares of Common Stock which would otherwise be distributed to the
participant.

           (c) Prior to the year with respect to which a Stock Unit may vest,
the participant may elect not to receive Common Stock upon the vesting of such
Stock Unit and for the Corporation to continue to maintain the Stock Unit on its
books of account. In such event, the value of a Stock Unit shall be payable in
shares of Common Stock pursuant to the agreement of deferral.

           (d) A "Stock Unit" means a notational account representing one share
of Common Stock. A "Dividend Equivalent Right" means the right to receive the
amount of any dividend paid on the share of Common Stock underlying a Stock
Unit, which shall be payable in cash or in the form of additional Stock Units.

           11. Adjustment Provisions; Change in Control.

           (a) If there shall be any change in the Common Stock of the
Corporation, through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, reverse stock split, split up, spinoff, combination
of shares, exchange of shares, dividend in kind or other like change in capital
structure or distribution (other than in connection with a public offering or
normal cash dividends) to stockholders of the Corporation, an adjustment shall
be made to each outstanding Stock Option and Stock Appreciation Right such that
each such Stock Option and Stock Appreciation Right shall thereafter be
exercisable for such securities, cash and/or other property as would have been
received in respect of the Common Stock subject to such Stock Option or Stock
Appreciation Right had such Stock Option or Stock Appreciation Right been
exercised in full immediately prior to such change or distribution, and such an
adjustment shall be made successively each time any such change shall occur. In
addition, in the event of any such change or distribution, in order to prevent
dilution or enlargement of participants' rights under the Plan, the Committee
will have authority to adjust, in an equitable manner, the number and kind of
shares that may be issued under the Plan, the exercisability and vesting
provisions of such Benefits, the number and kind of shares subject to
outstanding Benefits, the exercise price applicable to outstanding Benefits, and





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the Fair Market Value of the Common Stock and other value determinations
applicable to outstanding Benefits. Appropriate adjustments may also be made by
the Committee in the terms of any Benefits under the Plan to reflect such
changes or distributions and to modify any other terms of outstanding Benefits
on an equitable basis, including modifications of performance targets and
changes in the length of performance periods. In addition, the Committee is
authorized to make adjustments to the terms and conditions of, and the criteria
included in, Benefits in recognition of unusual or nonrecurring events affecting
the Corporation or the financial statements of the Corporation, or in response
to changes in applicable laws, regulations, or accounting principles.
Notwithstanding the foregoing, (i) any adjustment with respect to an Incentive
Stock Option shall comply with the rules of Section 424(a) of the Code, and (ii)
in no event shall any adjustment be made which would render any Incentive Stock
Option granted hereunder other than an incentive stock option for purposes of
Section 422 of the Code.

           (b) In the event of a Change in Control (as defined below), the
Committee, in its discretion, may take such actions as it deems appropriate with
respect to outstanding Benefits, including, without limitation, accelerating the
exercisability or vesting of such Benefits.

           The Committee, in its discretion, may determine that, upon the
occurrence of a Change in Control of the Corporation, each Stock Option and
Stock Appreciation Right outstanding hereunder shall terminate within a
specified number of days after notice to the holder, and such holder shall
receive, with respect to each share of Common Stock subject to such Stock Option
or Stock Appreciation Right, an amount equal to the excess of the Fair Market
Value of such shares of Common Stock immediately prior to the occurrence of such
Change in Control over the exercise price per share of such Stock Option or
Stock Appreciation Right; such amount to be payable in cash, in one or more
kinds of property (including the property, if any, payable in the transaction)
or in a combination thereof, as the Committee, in its discretion, shall
determine.


           For purposes of this Section 12(b), a "Change in Control" of the
Corporation shall be deemed to have occurred upon any of the following events:

                              (A) The majority of the Corporation's Board of
                    Directors is no longer comprised of the incumbent directors
                    who constitute the Board of Directors on the Effective Date
                    (as hereinafter defined) and any other individual(s) who
                    becomes a director subsequent to the date of this Agreement
                    whose initial election or nomination for election as a
                    director, as the case may be, was approved by at least a
                    majority of the directors who comprised the incumbent
                    directors as of the date of such election or nomination; or

                              (B) A sale of all or substantially all of the
                    assets of the Corporation; or





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                              (C) The Board of Directors shall approve any
                    merger, consolidation, or like business combination or
                    reorganization of the Corporation, the consummation of which
                    would result in the occurrence of any event described in
                    clause (B) above, and such transaction shall have been
                    consummated.

           12. Transferability. Each Benefit granted under the Plan to a
participant shall not be transferable otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during the participant's
lifetime, only by the participant. In the event of the death of a participant,
each Stock Option or Stock Appreciation Right theretofore granted to him or her
shall be exercisable during such period after his or her death as the Committee
shall in its discretion set forth in such option or right at the date of grant
and then only by the executor or administrator of the estate of the deceased
participant or the person or persons to whom the deceased participant's rights
under the Stock Option or Stock Appreciation Right shall pass by will or the
laws of descent and distribution. Notwithstanding the foregoing, at the
discretion of the Committee, an award of a Benefit other than an Incentive Stock
Option may permit the transferability of a Benefit by a participant solely to
the participant's spouse, siblings, parents, children and grandchildren or
trusts for the benefit of such persons or partnerships, corporations, limited
liability companies or other entities owned solely by such persons, including
trusts for such persons, subject to any restriction included in the award of the
Benefit.

           13. Other Provisions. The award of any Benefit under the Plan may
also be subject to such other provisions (whether or not applicable to the
Benefit awarded to any other participant) as the Committee determines, at the
date of grant, as may be appropriate, including, without limitation, for the
installment purchase of Common Stock under Stock Options, for the installment
exercise of Stock Appreciation Rights, to assist the participant in financing
the acquisition of Common Stock, for the forfeiture of, or restrictions on
resale or other disposition of, Common Stock acquired under any form of Benefit,
for the acceleration of exercisability or vesting of Benefits in the event of a
Change in Control of the Corporation, for the payment of the value of Benefits
to participants in the event of a Change in Control of the Corporation, or to
comply with federal and state securities laws, or understandings or conditions
as to the participant's employment in addition to those specifically provided
for under the Plan.

           14. Fair Market Value. For purposes of this Plan and any Benefits
awarded hereunder, Fair Market Value shall mean the amount determined in good
faith by the Committee as the fair market value of the Common Stock of the
Corporation.

           15. Withholding. All payments or distributions of Benefits made
pursuant to the Plan shall be net of any amounts required to be withheld
pursuant to applicable federal, state and local tax withholding requirements. If
the Corporation proposes or is required to distribute Common Stock pursuant to
the Plan, it may require the recipient to remit to it or to the corporation that
employs such recipient an amount sufficient to satisfy such tax withholding
requirements prior to the delivery of any certificates for such Common Stock. In





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lieu thereof, the Corporation or the employing corporation shall have the right
to withhold the amount of such taxes from any other sums due or to become due
from such corporation to the recipient as the Committee shall prescribe. The
Committee may, in its discretion and subject to such rules as it may adopt
(including any as may be required to satisfy applicable tax and/or non-tax
regulatory requirements), permit an optionee or award or right holder to pay all
or a portion of the federal, state and local withholding taxes arising in
connection with any Benefit consisting of shares of Common Stock by electing to
have the Corporation withhold shares of Common Stock having a Fair Market Value
equal to the amount of tax to be withheld, such tax calculated at rates required
by statute or regulation.

           16. Tenure. A participant's right, if any, to continue to serve the
Corporation as a director, officer, employee, or otherwise, shall not be
enlarged or otherwise affected by his or her designation as a participant under
the Plan.

           17. Unfunded Plan. Participants shall have no right, title, or
interest whatsoever in or to any investments which the Corporation may make to
aid it in meeting its obligations under the Plan. Nothing contained in the Plan,
and no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Corporation
and any participant, beneficiary, legal representative or any other person. To
the extent that any person acquires a right to receive payments from the
Corporation under the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Corporation. All payments to be made hereunder
shall be paid from the general funds of the Corporation and no special or
separate fund shall be established and no segregation of assets shall be made to
assure payment of such amounts except as expressly set forth in the Plan. The
Plan is not intended to be subject to the Employee Retirement Income Security
Act of 1974, as amended.

           18. No Fractional Shares. No fractional shares of Common Stock shall
be issued or delivered pursuant to the Plan or any Benefit. The Committee shall
determine whether cash, or Benefits, or other property shall be issued or paid
in lieu of fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.

           19. Duration, Amendment and Termination. No Benefit shall be granted
more than ten years after the Effective Date; provided, however, that the terms
and conditions applicable to any Benefit granted prior to such date may
thereafter be amended or modified by mutual agreement between the Corporation
and the participant or such other persons as may then have an interest therein;
provided, however, that the foregoing shall not permit such parties to agree to
amend or modify the exercise price of a Stock Option previously granted
hereunder, except as provided in Section 11. Also, by mutual agreement between
the Corporation and a participant hereunder, under this Plan or under any other
present or future plan of the Corporation, Benefits may be granted to such
participant in substitution and exchange for, and in cancellation of, any
Benefits previously granted such participant under this Plan, or any other
present or future plan of the Corporation. The Committee may amend the Plan from
time to time or suspend or terminate the Plan at any time. However, no action




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authorized by this Section 19 shall reduce the amount of any existing Benefit or
change the terms and conditions thereof without the participant's consent.

           20. Governing Law. This Plan, Benefits granted hereunder and actions
taken in connection herewith shall be governed and construed in accordance with
the laws of the State of Delaware (regardless of the law that might otherwise
govern under applicable Delaware principles of conflict of laws).

           21. Effective Date.

           (a) The Plan shall be effective as of November 21, 2002, the date on
which the Plan was adopted by the Board of Directors of the Corporation (the
"Effective Date"); provided, however, that, if the Plan shall not have been
approved by the stockholders of the Corporation within 12 months of the
Effective Date, any awards of Incentive Stock Options theretofore granted shall
be deemed to be awards of Nonqualified Stock Options effective as of the date of
grant (or as the Committee otherwise specified at the time of grant) and no
further Incentive Stock Options shall be thereafter be granted under the Plan.

           (b) This Plan shall terminate on November 21, 2012 (unless sooner
terminated by the Committee).









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