NON-QUALIFIED STOCK OPTION (FORM S.C.) COVER SHEET
ANHEUSER-BUSCH COMPANIES, INC.
1998 INCENTIVE STOCK PLAN
GRANTED TO Grant Date Number of Options $ Per Share SAP ID Number
This Non-Qualified Stock Option (Form S.C.) Cover Sheet (the "NQSO
Cover Sheet") and the Standard Non-Qualified Stock Option Form Agreement
(Version 11/05, Form S.C.) (the "Standard NQSO Form"), which is incorporated
herein by this reference, together constitute a single Non-Qualified Stock
(this "NQSO Agreement
") under the Anheuser-Busch Companies,
Inc. 1998 Incentive Stock Plan (the "Plan"). This NQSO Agreement
Anheuser-Busch Companies, Inc. (the "Company") and the person named above
under the caption "Granted To" (the "Optionee"). By signing below, Optionee
accepts the Options granted under this NQSO Agreement
, agrees to be bound by
the terms of this NQSO Agreement
, and acknowledges that he or she has
received, read, and understood a complete copy of the Standard NQSO Form
which is part of this NQSO Agreement
. Optionee understands that he or she
may request another copy of the Standard NQSO Form from the Company as long
as this NQSO Agreement
CONTAINS A BINDING ARBITRATION PROVISION THAT APPLIES
TO ALL DISPUTES RELATED TO THIS AGREEMENT, AND MAY BE ENFORCED BY THE
In witness whereof, the Company and the Optionee have executed this
NQSO Agreement in duplicate as of its Grant Date.
Anheuser-Busch Companies, Inc.
Vice President Optionee
FORM NQSO - S.C. 1 v. 11/05
STANDARD NON-QUALIFIED STOCK OPTION FORM AGREEMENT
(VERSION 11/05, FORM S.C.)
UNDER THE ANHEUSER-BUSCH COMPANIES, INC.
1998 INCENTIVE STOCK PLAN
This Standard Non-Qualified Stock Option Form Agreement (Version
11/05, Form S.C.) (the "Standard NQSO Form"), and the completed, executed
Non-Qualified Stock Option (Form S.C.) Cover Sheet (the "Cover Sheet") which
specifically incorporates this Standard NQSO Form by reference, together
constitute a single Non-Qualified Stock Option Agreement (this "NQSO
Agreement" or this "Agreement") under the Anheuser-Busch Companies, Inc.
1998 Incentive Stock Plan (the "Plan"). This NQSO Agreement is between
Anheuser-Busch Companies, Inc., a Delaware corporation (the "Company"), and
the person designated on the Cover Sheet under the caption "Granted To" (the
"Optionee"). The parties agree as follows:
Section 1. GRANT. In conformity with the Plan, the provisions of
which are incorporated herein by this reference, and pursuant to action by
the Compensation Committee which administers the Plan (the "Committee"), the
Company hereby irrevocably grants to the Optionee Non-Qualified Stock
Options (the "Options"), which are not "incentive stock options" under
Section 422 of the Internal Revenue Code of 1986, as amended ("Code"), to
purchase all or any part of the number of shares of common stock of the
Company ("Stock") equal to the number set forth on the Cover Sheet under the
caption "Number of Options", on the terms and conditions herein set forth.
The grant hereunder is made as of the Grant Date set forth on the Cover
Sheet (the "Grant Date").
Section 2. OPTION PRICE. The purchase price per share of the Stock
covered by the Options (the "Option Price") shall be the price specified on
the Cover Sheet under the caption "Option Price $ Per Share".
Section 3. EXERCISABILITY.
(a) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE
OPTIONEE SHALL HAVE THE RIGHT TO EXERCISE ONE-THIRD OF THE OPTIONS
ON AND AFTER THE FIRST ANNIVERSARY OF THE GRANT DATE, THE NEXT
ONE-THIRD OF THE OPTIONS ON AND AFTER THE SECOND ANNIVERSARY OF THE
GRANT DATE, AND THE REMAINING ONE-THIRD ON AND AFTER THE THIRD
ANNIVERSARY OF THE GRANT DATE.
(b) Optionee shall not exercise and shall forfeit any of
the Options which are not exercisable on the date Optionee ceases
to be employed by any of the Company, a Subsidiary, or an
Affiliate, unless such exercise dates are accelerated as provided
(c) All outstanding Options shall become immediately
(i) on the date of the Optionee's Retirement or
(ii) on the date of Optionee's death while
employed by Company;
(iii) on the occurrence of an Acceleration Date;
(iv) as contemplated in Section 3(h).
(d) Optionee (or Optionee's guardian or legal
representative in the case of Section 3(d)(iv)) may exercise any or
all exercisable Options through the Expiration Date set forth
FORM NQSO - S.C. 2 v. 11/05
on the Cover Sheet (the "Expiration Date") if:
(i) the Optionee remains an employee of the
Company or any Subsidiary or an Affiliate through
the Expiration Date;
(ii) the Optionee voluntarily terminates his or
her employment due to Retirement;
(iii) the Optionee's employment is involuntarily
terminated by any of the Company, a Subsidiary,
or an Affiliate because of a sale of a Subsidiary
or Interest in an Affiliate, or a sale of assets
of any business operation owned by the Company, a
Subsidiary or an Affiliate, or because of a
liquidation, shutdown, spin-off, distribution,
reorganization, reduction in force, lay-off or
similar event and the Optionee is not
contemporaneously hired by another of the
Company, a Subsidiary or an Affiliate; or
(iv) the Optionee's employment is terminated as a
result of a Disability.
(e) If Optionee voluntarily terminates his or her
employment other than due to Retirement, Optionee may exercise any
or all Options that are exercisable on the date of such termination
through the earlier of the Expiration Date or the period ending
three (3) months following the date of such termination.
(f) If Optionee dies prior to the Expiration Date (whether
or not Optionee is then employed by the Company, a Subsidiary or an
Affiliate), all Options the Optionee (or Optionee's guardian or
legal representative in the case of Section 3(d)(iv)) had the right
to exercise at the date of death (including all Options that become
exercisable at the date of death pursuant to Section 3(c)(ii)
hereof) may be exercised by Optionee's "Post Death Representatives"
(as defined in Section 5(a) hereof) but only until the earlier to
occur of the Expiration Date or the date three (3) years after the
date of death, and shall not be exercised thereafter.
(g) Optionee shall forfeit all Options, regardless of
whether or not exercisable, if such Optionee's employment is
terminated for cause or for any other reason not set forth Section
3(d)(ii), (iii), (iv), (e) or (f).
(h) The Committee may accelerate the dates on which the
Options become exercisable at any time and for any reason.
(i) The exercisability of the Options shall not be
affected by any change of duties or position of Optionee so long as
Optionee continues to be an employee of at least one of the
Company, a Subsidiary or an Affiliate.
(j) An Optionee who is as of the Grant Date on, or
following the Grant Date commences, an Employer-authorized leave of
absence for any reason (a "Leave of Absence") shall be deemed to
remain employed by the Employer for purposes of this Option grant
unless (i) the Leave of Absence extends beyond the second
anniversary (the "Leave of Absence Expiration Date") of the date on
which the Leave of Absence commenced, and (ii) the Leave of Absence
Expiration Date occurs prior to the Expiration Date, in which event
the Optionee will be deemed to have terminated his or her
employment with the effect set forth in Section 3(e) on and as of
the Leave of Absence Expiration Date.
FORM NQSO - S.C. 3 v. 11/05
(k) An Optionee who is as of the Grant Date on, or
following the Grant Date commences, an Employer-authorized special
assignment shall be deemed to remain employed by the Employer
throughout the term of the special assignment for all purposes
under this Agreement.
Section 4. TERMINATION. The Options shall terminate and cease to be
exercisable in accordance with the following provisions:
(a) Notwithstanding any other provisions of this
Agreement, the Options shall terminate at the close of business on
the Expiration Date, unless sooner terminated as provided below.
(b) The Options shall terminate when they no longer may be
exercised pursuant to Section 3, if sooner than the Expiration
Section 5. EXERCISES.
(a) Optionee may exercise some or all of the Options, to
the extent exercisable, by paying the Option Price of the Options
exercised and taking all other required actions in accordance with
Section 5(b). The Options may be exercised only by Optionee or his
or her guardian or legal representative during his or her lifetime,
and only by Optionee's Post-Death Representatives after Optionee's
death. The term "Post-Death Representatives" means the executor or
administrator of Optionee's estate or the person or persons to whom
Optionee's rights under this Agreement shall pass by his or her
will or the laws of descent and distribution.
(b) Any exercise of the Options shall be made only in
accordance with those procedures required or expressly permitted by
the Secretary at the time of the exercise. Exercise procedures may
be changed by the Secretary during the term of the Options. The
Secretary's exercise procedures may impose restrictions and
requirements concerning payment of the Option Price, payment of
taxes, issuance and delivery of Stock, communications between the
Company (or its agents) and the Optionee, the effectiveness and
effective date of the exercise, and all other matters pertaining to
the exercise. Optionee may request from the Secretary's office at
any time a summary of those exercise procedures which then are in
effect; it is Optionee's responsibility to ascertain and follow
those exercise procedures in effect at the time of each exercise.
Any deviation from the Secretary's procedures permitted in one
exercise shall not entitle the Optionee to utilize or rely upon
that deviation in a later exercise.
Section 6. WITHHOLDING TAXES. When Optionee's Employer becomes
required to collect Required Withholding Taxes, the Optionee shall promptly
pay to the Company or Employer (as required by the Committee or the Company
at the time) the amount of such Required Withholding Taxes in cash. Cash
payment shall not be required, however, if Optionee makes a Tax Election in
accordance with the following terms and conditions:
(a) General Rules for Tax Elections. Optionee may make an
election (a "Tax Election") to have the Company withhold from the
shares of Stock payable to Optionee that number of shares
determined in accordance with paragraph (b) below. Optionee may
make a Tax Election only at the time of an exercise, such Election
may relate only to such exercise. Each Tax Election shall be
governed by the rules of the Committee or Secretary as in effect at
the time of the Election. If a Tax Election is duly made, the
Company will make a cash payment to the appropriate taxing
authorities equal to the aggregate value on the exercise date of
all shares of Stock withheld, even if (as a result of rounding) the
FORM NQSO - S.C. 4 v. 11/05
paid exceeds the amount of Required Withholding Taxes. For
purposes of this Section 6, the value of Stock on the exercise date
may be determined in any manner approved by the Committee or
Secretary at that time and need not be based on "Fair Market Value"
as defined in the Plan. Moreover, the Secretary shall establish
rounding and all other administrative rules from time to time,
which shall govern all Tax Elections.
(b) Number of Shares Withheld. The number of shares of
Stock to be withheld with respect to an exercise as to which a Tax
Election is duly made will be determined by dividing the amount of
Required Withholding Taxes related to the exercise by the value of
a share of Stock on the exercise date.
Section 7. ADJUSTMENTS. In the event of (a) any change in the
outstanding shares of Stock by reason of any stock split, combination of
shares, stock dividend, reorganization, merger, consolidation, or other
corporate change having a similar effect, (b) any separation of the Company
including a spin-off or other distribution of stock or property by the
Company, or (c) any distribution to stockholders generally other than a
normal dividend, the Committee shall make such equitable adjustment to the
Options (to the extent then outstanding) as it shall deem appropriate in
order to prevent the dilution or enlargement of (i) the shares of Stock
which may be issued pursuant to the Options or (ii) the economic value of
the Options, subject to the limitations and requirements of the Plan from
time to time. Any such determination by the Committee shall be conclusive
and binding on all concerned.
Section 8. COMPLIANCE WITH SECURITIES LAWS, ETC. In its discretion,
the Company may place legends upon any Stock certificates issued hereunder,
and otherwise may restrict Optionee's ability to transfer such Stock, if and
to the extent necessary to comply with, or facilitate the Company's
compliance with, federal or state securities laws or any regulations or
rules thereunder, or the requirements of the New York Stock Exchange or
other exchange upon which the Stock is listed or approved for listing. The
provisions of this Section shall terminate upon the occurrence of an
Acceleration Date described in Section 3(c) above.
Section 9. LIMITATION ON RIGHTS IN COMPANY STOCK. Neither Optionee
nor his or her executor or administrator, legatees or distributees, as the
case may be, shall have any of the rights of a shareholder with respect to
shares of Stock covered by the Options until shares of Stock are issued to
him, her or them upon exercise of the Options.
Section 10. LIMITATIONS ON TRANSFERS.
(a) Except as provided in this Section 10, the Options
shall not be transferable by Optionee otherwise than by will or by
the laws of descent and distribution.
(b) Provided the Transfer Conditions are satisfied,
Optionee may transfer any of the Options to:
(i) A Member of his or her Immediate Family,
(ii) An irrevocable and unamendable trust
(hereinafter a "Qualifying Trust"):
(A) which is solely for the benefit of
one or more members of Optionee's Immediate Family
(B) the interests in which are not
transferable other than by will or by the laws of
descent and distribution, and
FORM NQSO - S.C. 5 v. 11/05
(C) which provides that, if any member of
Optionee's Immediate Family is living upon
termination, the trust assets are to be distributed
upon termination to one or more persons described
in paragraph (i) above and/or trusts described in
this paragraph (ii); or
(iii) A partnership or limited liability company
(hereinafter a "Qualifying Partnership"):
(A) the only partners or members of which
are (x) one or more Qualifying Trusts, (y) one or
more members of Optionee's Immediate Family, or
(z) any combination of one or more Qualifying
Trusts, one or more members of Optionee's Immediate
Family and Optionee, and
(B) the interests in which are not
transferable other than by will or by the laws of
descent and distribution or by a transfer to
Optionee, an Immediate Family member, a Qualifying
Trust, or a Qualifying Partnership.
(c) A transferee under Section 10(b) shall have no right
to transfer Options except:
(i) By will or by the laws of descent and
(ii) In the case of a transferee which is a
Qualifying Trust which requires distributions to
Optionee, to Optionee;
(iii) In the case of a Qualifying Trust, if no
member of Optionee's Immediate Family is living
at the time of termination, the Options may be
transferred to anyone in accordance with the
terms of the Qualifying Trust; or
(iv) In the case of a Qualifying Partnership, the
Options may be distributed in liquidation among
the then partners or members of the Qualifying
(d) The term "Immediate Family" of Optionee shall mean
Optionee's spouse and descendants, including step and adopted
descendants, and the estate of any such person.
(e) The "Transfer Conditions" are:
(i) The number of Options per transferee is at
(ii) There is no consideration for the transfer
of the Options or interests in any transferee,
except that interests in a Qualifying Partnership
may be sold to a Qualifying Trust if such Trust
is and will be, from the time of the sale until
the sooner of the Optionee's death or the
exercise or expiration of the Options held by
such Partnership, an irrevocable trust with
respect to which Optionee is treated as owning
all portions of such trust within the meaning of
Sections 671 through 677 of the Code (the sale of
such Partnership interests to such a Trust shall
constitute a covenant by the Optionee to the
Company to cause this condition to be met during
such time period), and
(iii) Optionee complies with such rules, and
completes such forms in connection with the
transfer, as the Secretary may require.
(f) After a transfer, the transferee shall succeed to all
of the rights of the transferor under this Agreement with respect
to the transferred Options and shall be subject to all
FORM NQSO - S.C. 6 v. 11/05
limitations to which those rights are subject. After a transfer,
the term "Optionee" as used herein shall refer to the transferee
(i) For the purposes of Section 3, the Transferee
will have no greater rights thereunder than the
Optionee would have had had the Optionee not
transferred the Options,
(ii) The Optionee for purposes of the withholding
tax provisions of Section 6 shall be the
transferor (who shall have no right to make a tax
election under Section 6),
(iii) The Optionee for purposes of Section 10(b)
shall be the transferor, and
(iv) The Optionee for purposes of the Reporting
Person rules of Section 13 and its related
definitions shall be the transferor.
(g) Notwithstanding Section 3(a) above, if Optionee
actually transfers (in accordance with this Section 10) any of the
Options which are scheduled to become exercisable on the first
anniversary of the Grant Date, such Options shall become
exercisable upon transfer.
Section 11. NO RIGHT TO EMPLOYMENT. Nothing in this Agreement or the
Plan shall confer on the Optionee any right or expectation to continue in
the employ of his or her Employer or the Company, or to interfere in any
manner with the absolute right of the Employer or the Company to change or
terminate the Optionee's employment at any time for any reason or no reason.
Section 12. DEFINITIONS.
"Act" means the Securities Exchange Act of 1934, as amended from time
"Disability" means the condition of being "disabled" within the
meaning of Section 422(c)(6) of the Code, or any successor to such Section.
"Reporting Person" as of a given date, means an Optionee who would be
required to report a purchase or sale of Stock occurring on such date to the
Securities and Exchange Commission pursuant to Section 16(a) of the Act and
the rules and regulations thereunder.
"Retirement" means voluntary termination of employment from the
Company or a Subsidiary (i) after an individual attains age sixty (60); or
(ii) after completion of twenty (20) years of service with the Company
and/or its Subsidiaries or Affiliates.
"Rule 16b-3" means Rule 16b-3 (as amended from time to time)
promulgated by the Securities and Exchange Commission under the Act, and any
Other capitalized terms not defined in this Agreement shall have the
meanings given in the Plan.
Section 13. RULE 16b-3. If and as long as Optionee is a Reporting
Person, he or she shall not act with respect to the Options in a manner
which, in the Company's or the Committee's judgment, would contravene any
requirement of Rule 16b-3 as in effect at the time of such action. However
the Company or Committee may permit Optionee to contravene Rule 16b-3 if
Optionee has been fully apprised of the legal consequences of such action.
FORM NQSO - S.C. 7 v. 11/05
Section 14. AMENDMENTS. This Agreement may be amended in writing by
the Company and Optionee, provided that the Company may amend this Agreement
unilaterally (i) if the amendment does not adversely affect or impair the
rights of the Optionee, (ii) if the Company determines that the amendment is
necessary to comply with Rule 16b-3, or (iii) if the Company determines that
the amendment is necessary to prevent benefits under this Agreement from
constituting "applicable employee remuneration" within the meaning of
Section 162(m) of the Code. The Company shall give notice to the Optionee of
any such unilateral amendment either before or promptly after the effective
Section 15. RELATIONSHIP TO THE PLAN. This Agreement has been
entered into pursuant to the Plan, and each and every provision of this
Agreement shall be subject to the provisions of such Plan and the terms
therein shall govern this Agreement.
Section 16. SEVERABILITY. In the event that any provision of this
Agreement shall be held illegal, invalid, or unenforceable for any reason,
such provision shall be fully severable, but shall not affect the remaining
provisions of this Agreement and this Agreement shall be construed and
enforced as if the illegal, invalid, or unenforceable provision had never
been included herein.
Section 17. ELECTRONIC DELIVERY AND SIGNATURES. Optionee hereby
consents and agrees to electronic delivery of any Plan documents, proxy
materials, annual reports and other related documents. Optionee hereby
consents to any and all procedures that the Company has established or may
establish for an electronic signature system for delivery and acceptance of
Plan documents (including documents relating to any programs adopted under
the Plan), and agrees that his or her electronic signature is the same as,
and shall have the same force and effect as, his or her manual signature.
Optionee consents and agrees that any such procedures and delivery may be
effected by a third party engaged by the Company to provide administrative
services related to the Plan, including any program adopted under the Plan.
Section 18. GOVERNING LAW. This Agreement and any other document
delivered hereunder shall be construed in accordance with and governed by
the laws of the state of Missouri without regard to the principles of
conflicts of law. Each party hereto submits to the exclusive jurisdiction of
the Circuit Court for the County of St. Louis, State of Missouri ("County
Court") residing in St. Louis County for purposes of all legal proceedings
(including, but not limited to, actions to compel arbitration under the
provisions of this Agreement) arising out of or relating to this Agreement
or the transactions contemplated hereby. In the event that the County Court
is for any reason not available for purposes of any such legal proceeding,
then each party hereto submits to the exclusive jurisdiction of the United
States District Court for the Eastern District of Missouri, Eastern Division
(St. Louis). Each party hereto irrevocably waives, to the fullest extent
permitted by law, any objections that either party may now or hereafter have
to the aforesaid venue, including without limitation any claim that any such
proceeding brought in either such court has been brought in an inconvenient
forum, provided however, this provision shall not limit the ability of
either party to enforce the other provisions of this Section.
Section 19. AGREEMENT TO ARBITRATE CLAIMS. Optionee and the Company
acknowledge and agree that any and all disputes relating to or arising out
of this Agreement shall be resolved through binding arbitration under the
procedures specified by the Company's Dispute Resolution Program (DRP). The
results of said arbitration shall be final and binding on both Optionee and
the Company. Each party may enforce this Section. Each party hereto
irrevocably waives, to the fullest extent permitted by law, any and all
rights to a jury trial.
Section 20. CONFORMITY WITH LOCAL LAWS. Notwithstanding any other
provision of this Agreement, the Company and Optionee agree that: (a) to the
extent that any provision of this Agreement is illegal or void under the
laws of the country or province (other than the United States
FORM NQSO - S.C. 8 v. 11/05
or its states) of which Optionee is a citizen or a resident ("Local Laws"),
such provision shall be deemed changed to the minimum extent necessary to
conform to the requirements of such Local Laws; (b) to the extent Local Laws
require this Agreement to contain a provision, whether it be a covenant,
restriction, prohibition, or otherwise, that provision shall be deemed
included in this Agreement; and (c) the provisions of this Agreement shall
be deemed changed to the extent necessary to ensure compliance by the
Company and Optionee with all Local Laws governing taxation. This Agreement
may be restated by the Company after the Grant Date to reflect the changes
provided in this Section, and also may be restated by the Company in a
language other than English even if not required by Local Laws. Optionee's
consent to any such changes or restatements shall be required only to the
extent required by Local Laws or by the Company.
FORM NQSO - S.C. 9 v. 11/05