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Exhibit 10.17
CONSULTING AGREEMENT
THIS AGREEMENT made and entered into this 2nd day of June,
2004,
and effective December 1, 2004, by and
between ANHEUSER-BUSCH COMPANIES,
INC., a Delaware corporation with principal
offices at One Busch Place, St.
Louis, Missouri 63118 (hereinafter referred
to as "ABC"), and STEPHEN K.
LAMBRIGHT, residing at 7 Bonhomme Grove
Court, Chesterfield, Missouri 63017
(hereinafter referred to as
"Consultant").
WHEREAS, Consultant and ABC have mutually agreed that he will
retire as Group Vice President and Chief
Legal Officer of ABC on November
30, 2004; and
WHEREAS, Consultant has gained invaluable knowledge and
experience
regarding the business operations of ABC
and its subsidiaries;
WHEREAS, ABC desires (i) to retain Consultant after his
retirement
so that his services will be available to
ABC in his area of specialized
knowledge and experience; and (ii) to
assure itself that Consultant does not
use his specialized knowledge and
experience for the benefit of any
competitor of ABC or any of its
subsidiaries.
NOW, THEREFORE, in consideration of the mutual covenants
contained
herein, it is hereby agreed as follows:
1. (a) During the term of this Agreement, Consultant agrees
to provide counsel and advice to ABC on
business and legal matters, to serve
as ABC's representative on civic
organizations, and to attend such business
planning and strategy meetings, as
requested by the President and Chief
Executive Officer of ABC or his
designee.
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(b) In providing services under this Agreement, Consultant
will be acting as an independent contractor
and not as an employee of ABC.
Consultant shall have no power to bind ABC
or its subsidiaries or to commit
them to any policy position, contract or
other course of action. Subject to
the provisions of Section 4, Consultant is
free to render services to such
other business entities as he chooses;
provided however that neither
Consultant nor any law firm or other entity
with which Consultant associates
shall in any way provide legal services,
directly or indirectly, to any
third party if the provision of such legal
services would violate the rules
of professional conduct applicable to
lawyers regarding conflicts of
interests or potential conflicts of
interests.
(i) It is Consultant's intent to become "of counsel" to
the St. Louis law firm of Williams, Venker
& Sanders LLC (Williams Venker)
upon retirement. Consultant agrees that any
agreement with Williams Venker,
or with any other law firm with whom he
chooses to associate, will
specifically include an agreement by
Consultant that he will not share or
participate in any legal fees generated as
a result of any services provided
to ABC. ABC agrees that Consultant's
affiliation with Williams Venker or
with any other law firm will not jeopardize
that firm's ability to perform
legal services for ABC.
(ii) ABC does not currently anticipate that it will
request Consultant to provide legal counsel
or advice as part of this
consulting agreement. To the extent that
ABC does request such services, ABC
agrees to reimburse Consultant for the cost
of legal malpractice insurance
purchased by Consultant to cover such
activities.
(c) Consultant's active participation in ABC's various
retiree benefit plans (other than the
retiree medical benefits plan) shall
cease as of the date of his retirement from
ABC. The fees and other
compensation received by Consultant
hereunder shall not be deemed to be
"compensation" or "salary" for purposes of
the Anheuser-Busch Salaried
Employees' Pension Plan, the
Anheuser-Busch
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Supplemental Executive Retirement Plan, the
Anheuser-Busch Excess Benefit
Plan, the Anheuser-Busch 401(k) Restoration
Plan, the Anheuser-Busch
Executive Deferred Compensation Plan, the
Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan or for any
other purpose. Amounts paid
hereunder shall not be subject to federal,
state or local income or
employment tax withholding and will be
reported by ABC on Internal Revenue
Form 1099. Consultant will be responsible
for reporting this income and
paying all applicable income and
self-employment tax.
(d) During the term of this Agreement, Consultant will be
paid a monthly fee of $51,250. All payments
will be made on the last day of
each month, with the first payment being
due on December 31, 2004, and the
final payment being due on December 31,
2007.
(e) In addition to the above monthly compensation, ABC
agrees that during the term of this
Agreement it will:
(i) continue
the payment of Consultant's
dues and assessments, pursuant to the
terms of ABC's current arrangement with
Consultant, at the Bellerive Country
Club, the St. Louis Club, the
Congressional Country Club, and the
Georgetown Club. Upon the expiration of
this Agreement, ABC will transfer
Consultant's club memberships to him at
his election, subject to applicable tax
law;
(ii)
provide Consultant with company paid
financial services equivalent to the
financial services provided to its
Strategy Committee members through
December 31, 2009;
(iii)
furnish Consultant with an automobile on
the same terms and conditions as
automobiles are furnished to members of
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its Strategy Committee. Consultant
agrees to account to ABC on a monthly
basis for his personal use of the
automobile in such form and detail as
ABC may require,
(iv)
provide Consultant and his eligible
dependents with medical, dental, vision
and prescription drug insurance benefits
equivalent to those provided to
Consultant at the time of his
retirement. Consultant shall be
permitted to choose among medical plans
available each year; but he shall have
none of the benefit choices formerly
available to him under the company's
flexible benefits program. Long-term
disability, short-t
