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Exhibit 10.1
ANHEUSER-BUSCH COMPANIES, INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(AMENDED AND RESTATED AS OF MARCH 1, 2000)
The
Deferred Compensation Plan For Non-Employee Directors,
originally
effective June 24, 1981, amended and
restated in is entirety effective July
24, 1981, April 2, 1987, February 22, 1989,
and January 1, 1997, is hereby
amended and restated in its entirety,
effective March 1, 2000.
1. Definitions
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(a)
"Board" - the
Board of Directors of the Company.
(b)
"Cash Account" -
each account being administered for the benefit
of a Participant pursuant to section 5
below.
(c)
"Company" -
Anheuser-Busch Companies, Inc.
(d)
"Compensation" -
any retainer, meeting and committee fees, or any
similar fee to which a Non-Employee
Director is entitled for services
performed.
(e)
"Credited
Shares" - the shares of the Company's common stock
which, for accounting purposes only, are to
be credited to a Participant's
Share Account from time to time. At no time
shall Credited Shares be
considered as actual shares of common stock
and a Participant shall have no
rights as a stockholder with respect to the
Credited Shares.
(f)
"Deferred
Amount" - Compensation deferred by a Participant under
the Plan together with all interest,
dividends or other amounts credited to a
Participant's account(s) pursuant to the
provisions of the Plan.
(g)
"Market Value" -
the mean between the high and low price per share
of the Company's common stock, as reported
on the New York Stock Exchange,
for the last business day of a calendar
month.
(h)
"Non-Employee
Director" - any duly elected or appointed member of
the Board who is not an employee of the
Company or of any subsidiary of the
Company, including for this purpose any
Advisory Member or any Member
Emeritus.
(i)
"Participant" -
any Non-Employee Director who elects hereunder to
defer payment by the Company of any or all
Compensation to which he/she may
be entitled and any Non-Employee Director
entitled to a benefit under the
Plan pursuant to section 9 below.
(j)
"Plan" - the
Anheuser-Busch Companies, Inc. Deferred Compensation
Plan For Non-Employee Directors.
(k)
"Prime Rate" -
The annual prime interest rate published by The
Boatmen's National Bank of St. Louis or its
successor.
(l) "Rate/Term" - one or more
combinations of interest rates and time
periods which shall apply to Compensation
allocated to Participants' Cash
Accounts for a calendar year pursuant to
section 5 below.
(m)
"Secretary" -
the duly elected Secretary of the Company.
(n)
"Share Account"
- each account being administered for the benefit
of a Participant pursuant to section 6
below.
2. Administration
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The Plan
shall be administered by the Secretary, who shall have the
authority to construe and interpret the
Plan, and to establish or adopt
rules, regulations, procedures and forms
relating to the administration of
the Plan. The Secretary shall have no
authority to add to, delete from or
modify the terms of the Plan without the
prior approval of the Board. Neither
the Secretary nor any member of the Board
shall be liable for any act or
determination made in good faith.
Notwithstanding the foregoing, the
Secretary shall have complete power from
time to time to adopt, amend, and rescind
such rules as the Secretary shall
deem necessary, appropriate, or prudent in
order to comply with or avoid
liability under Section 16 of the
Securities Exchange Act of 1934, as
amended, or the rules promulgated
thereunder from time to time. Without
limiting the generality of such authority,
the Secretary may adopt, amend,
and rescind rules which may have the effect
of adding to, deleting from, or
otherwise modifying the terms of the Plan
in any respect, provided only that
the Secretary in good faith determines
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that such rules are reasonably likely to
further the objective of complying
with or lawfully avoiding liability under
Section 16 or the rules thereunder.
In addition, from time to time the
Secretary may (but need not) adopt, amend,
and rescind rules which relax Plan
restrictions on the timing or frequency of
actions by Plan Participants if and to the
extent the Secretary determines that
such restrictions no longer are necessary
to conform the Plan to any applicable
legal requirements and no longer are
appropriate to the prudent and convenient
administration of the Plan. Any rules
adopted, amended, or rescinded by the
Secretary hereunder shall become effective
at such times as the Secretary may
determine, without approval or other action
by the Board of Directors of the
Company. The Secretary shall notify the
Board promptly of any rules adopted,
amended, or rescinded hereunder. The Board
at all times shall retain the power
to annul in whole or part any action taken
by the Secretary hereunder.
3. Elections under the
Plan
------------------------
The
following types of election shall be available under the Plan:
(a)
(1) Each
Non-Employee Director who desires to participate in the
Plan for a calendar year shall execute and
deliver to the Secretary before
the beginning of the calendar year an
appropriate election designating the
portion of Compensation for the calendar
year to be deferred.
(2) An individual who becomes a Non-Employee Director after the
beginning of a calendar year may make an
initial election for the calendar
year within 30 days after the individual
becomes a Non-Employee Director,
effective as of the first day of the month
coincident with or next following
the date the election is filed.
(3) After the initial election, a Participant's failure to
execute and deliver such an election before
the beginning of a calendar year
shall be deemed an election to continue to
defer Compensation in accordance
with the election in effect for the
immediately prior calendar year.
(b)
(1) Coincident
with the initial election provided for in section
3(a), a Participant shall execute and
deliver to the Secretary an appropriate
election designating the portion of the
Participant's future Compensation to
be
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deferred that shall be allocated to the
Cash Account and the Share Account
respectively, and may make such an election
from time to time thereafter with
respect to future deferrals in the same
manner.
(2) A Participant may elect to transfer existing Deferred
Amounts
between the Cash Account and the Share
Account from time to time as provided
for in section 7.
(c)
Each Participant
for whom a Cash Account is maintained at any time
during a calendar year shall execute and
deliver to the Secretary an
appropriate election designating the
Rate/Term combinations which shall apply
to the amounts in the Participant's Cash
Account as provided for in section 5
for the calendar year.
(d)
(1) Coincident
with the initial election provided for in section
3(a), a Participant shall execute and
deliver to the Secretary an appropriate
election designating the date of
commencement and form of distribution of the
Participant's Deferred Amounts authorized
in section 8(b).
(2) In addition, a Participant may from time to time execute
such
an election designating a later date of
commencement and/or a longer payment
period for all or any portion of the
Participant's existing Deferred Amounts
and/or the Participant's Compensation to be
deferred in the future, provided
that no such election with respect to
existing Deferred Amounts shall be
valid unless it is executed and received by
the Secretary at least one year
prior to the date of commencement then on
file with the Secretary and at
least one year prior to the date the
Participant's service on the Board is
scheduled to end (including service as an
Advisory Member or Member
Emeritus).
(e) (1) Any election under this
section 3 shall be effective on and
after the first day of the month next
following the month in which the
election form is received by the Secretary
or such later date as may be
specified on the election form, except with
respect to transfers between the
Cash Account and the Share Account, which
shall be effective at the end of
the month in which the election form is
received by the Secretary as provided
for in section 7(b).
(2) The receipt by the Secretary of a new election form shall
constitute a revocation of any previously
filed
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inconsistent election, provided that a
Participant shall not be able to change
the election provided for in section 3(a)
before the first day of the following
calendar year and a Participant shall not
be able to change the elections
provided for in section 3(b) before the
later of the first day of the following
calendar year or the expiration of the
fixed Term, if any, that the Participant
chose for any Deferred Amounts subject to
the election, as provided for in
section 5.
(3) No election to change the amount or percentage of
Compensation a Participant elects to defer
shall be retroactively effective.
4. Accounting
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(a)
The Company
shall establish on its books appropriate bookkeeping
accounts for each Participant which will
accurately reflect the Deferred
Amount in each account of a
Participant.
(b)
The Secretary
shall furnish each Participant with a statement of
the Deferred Amount in each account
promptly following the end of each
calendar year.
5. Cash Account
------------
(a)
Each
Participant's Cash Account shall consist of all of the
Deferred Amounts credited pursuant to a
specific election to defer, a valid
transfer from the Participant's Share
Account, or an election by the
Participant pursuant to section 9, if
any.
(b)
Crediting of
interest on Deferred Amounts in a Participant's Cash
Account shall be governed by this section
5.
(c)
(1) Before the
beginning of each calendar year, the Company shall
offer one or more Rate/Term
combinations.
(2) The fixed Rates and Terms for each calendar year shall be
determined by the Chief Financial Officer
of the Company and shall be
identical to the Rates and Terms available
for the calendar year under the
Anheuser-Busch Executive Deferred
Compensation Plan.
(3) A fixed Term elected by a Participant need not be limited
to
the deferral period for the amount subject
to
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the Term elected. For example, a Participant may
elect a 10-year Term for an
amount that will become payable after 5
calendar years.
(4) In addition to any fixed Rate/Term combinations provided
for
in this section 5(c), the Prime Rate shall
be offered to Participants for
each calendar year. Deferred Amounts
subject to the Prime Rate shall be
credited as of the end of each calendar
quarter with an amount equal to the
product of one-fourth of the Prime Rate in
force at the end of that calendar
quarter, multiplied by the average daily
balance of such Deferred Amounts for
that calendar quarter.
(5) All fixed Terms shall commence on a January 1 and expire on
a
December 31. If a Participant executes and
delivers a Rate/Term election for
a calendar year before the beginning of the
calendar year, it shall become
effective as of Janu
