Exhibit 4.1
ANHEUSER-BUSCH COMPANIES, INC.
1998 INCENTIVE STOCK PLAN
(Restated to re?ect a 2-for-1 stock split
effective
September 18, 2000, and amendments
effective April 25,
2001, April 23, 2003, and April 27,
2005)
SECTION 1. PURPOSE.
The purpose of this Plan is to attract,
retain, motivate
and reward employees of the Company and its
Subsidiaries
and Af?liates with certain stock-related
compensation
arrangements.
SECTION 2. MAXIMUM NUMBER OF SHARES.
(a) The maximum
number of shares of Stock which may be
issued pursuant to Awards under this Plan,
and the maximum
number of shares for which ISOs may be
granted under this
Plan, shall be 100,000,000 shares, subject
to adjustment as
provided in Section 10. Of such shares, no
more than
1,500,000 shares of Restricted Stock may be
granted under
this Plan, subject to adjustment as
provided in Section 10.
For this purpose:
(i)
The number of shares underlying an Award
shall be counted against this Plan maximum
("used") at the
time of grant.
(ii) When an Award is payable in cash only, the
number of shares of Stock on which the
amount of such cash
is based shall be deemed used at the time
of grant.
(iii) Shares which underlie Awards that (in whole
or part) expire, terminate, are forfeited,
or otherwise
become non-payable, and shares which are
recaptured by the
Company in connection with a forfeiture,
may be re-used in
new grants to the extent of such
expiration, termination,
forfeiture, non-payability, or
recapture.
(iv) For all purposes of this Section 2, shares
underlying two or more alternative Awards
shall be treated
as underlying only a single Award, with no
multiple
counting of shares. Accordingly: shares
underlying
alternative Awards shall be used only once
at the time of
grant; and, if one such Award is exercised
or (in the case
of Restricted Stock) vests, no re-usage of
shares shall
result from the termination of the
unexercised or unvested
alternative Awards.
(b)
Notwithstanding any other provisions of this Plan:
(i) the maximum number of shares underlying
Awards (other
than Restricted Stock) that may be granted
to any Eligible
Person during any calendar year shall be
1,500,000, subject
to adjustment as provided in Section 10;
and (ii) the
maximum number of shares of Restricted
Stock that may be
granted to any Eligible Person during any
calendar year
shall be 375,000, subject to adjustment as
provided in
Section 10.
(c) In its
discretion, the Company may issue treasury
shares or authorized but unissued shares,
but shall issue
treasury shares to the extent required by
the Committee or
applicable law. Shares of Stock may be
represented by
certificates or may be issued in
uncertificated form, as
determined by the Company from time to
time.
SECTION 3. ELIGIBILITY.
Officers and
management employees of the Company,
Subsidiaries, or Affiliates shall be
eligible to receive
Awards under this Plan. A director of the
Company, a
Subsidiary, or an Affiliate shall be
eligible only if he or
she also is an officer or management
employee of at least
one such entity. Notwithstanding the
foregoing, persons
employed only by Affiliates shall not be
eligible to
receive ISOs.
SECTION 4. GENERAL PROVISIONS RELATING TO
AWARDS.
(a) Subject to
the limitations in this Plan, the
Committee may cause the Company to grant
Awards to such
Eligible Persons, at such times, of such
types, in such
amounts, for such periods, becoming
exercisable or
otherwise vesting at such times, with such
features, with
such option prices, purchase prices or base
prices, and
subject to such other terms, conditions,
and restrictions
as the Committee deems appropriate. Each
Award shall be
evidenced by a written Award Document,
which (as determined
by the Committee) may be a formal agreement
between the
Company and the Recipient or a
communication by the Company
to the Recipient. The Award Document may be
written and
transmitted on paper, electronically, or
using any other
medium selected by the Committee, and may
be set forth in a
single document or in several documents. In
granting an
Award, the Committee may take into account
any factor it
deems appropriate and consistent with the
purposes of this
Plan. Awards may be granted as additional
compensation, or
in lieu of other compensation. The payment
or issuance of
any cash or shares of Stock to a Recipient,
and the vesting
or delivery of any shares of Restricted
Stock, may be
deferred to a later date if and as provided
in the Award
Document. Deferrals may be for such periods
and upon such
terms and conditions (including the
provision of interest
equivalents, dividends or dividend
equivalents, or other
return) as the Committee may determine.
(b) Except as otherwise provided in
this Plan, one or
more Awards may be granted separately or as
alternatives to
each other. If Awards are alternatives to
each other:
(i) the exercise of
all or part of one
automatically shall cause an immediate
equal and
corresponding termination of the other;
(ii) if one of the alternative Awards is
Restricted Stock, the vesting of all or
part of such Stock
shall cause an immediate equal and
corresponding
termination of the other Award; and
(iii) unless the Award Document or the Committee
expressly permit otherwise, alternative
Awards which are
transferable may be transferred only as a
unit, and
alternative Awards which are exercisable
must be
exercisable by the same person or
persons.
(c) Award Documents may contain any
provision
approved by the Committee relating to the
period for
exercise or vesting after termination of
employment, and
relating to the circumstances under which a
termination is
deemed to occur. Except to the extent
otherwise expressly
provided in the Award Document or
determined by the
Committee, termination of employment
includes the
separation of a Recipient, directly or
through the
separation of his or her Employer, from the
group of
companies comprised of the Company and its
Subsidiaries and
Affiliates for any reason, including: (i)
separation of the
Recipient by reason of death, permanent or
indefinite
disability, retirement, resignation,
dismissal, permanent
or indefinite layoff, or other event having
a similar
effect; and (ii) separation of the Employer
by any method
which results in the Employer ceasing to be
a Subsidiary or
an Affiliate.
(d) Award Documents may, in the
discretion of the
Committee, contain a provision permitting a
Recipient to
designate the person who may exercise an
Award after the
Recipient's death, either by will or by
appropriate notice
to the Company. The Committee may impose
such conditions
and limitations on such designations as it
deems
appropriate.
(e) A Recipient shall have none of the
rights of a
shareholder with respect to shares of Stock
which underlie
his or her Award until shares are issued in
his or her
name.
(f) Except as otherwise provided in an
Award Document
pursuant to this Section, Awards shall not
be transferable
other than by will or the laws of descent
and distribution,
and shall be exercisable during the
Recipient's lifetime
only by the Recipient or his or her
guardian or legal
representative. However, except in the case
of ISOs and
Awards which are alternatives to ISOs, the
Committee may
expressly provide in any Award Document
that the Award is
transferable. Transferability (if
permitted) may be subject
to such conditions and limitations as the
Committee deems
appropriate.
(g)
Notwithstanding Section 15(a), in its discretion
the Committee may provide in any Award
Document for the
acceleration of vesting or the termination
of any
condition, restriction, or forfeiture
provision upon the
happening of any specified event
(including, for example,
an event which results in an Acceleration
Date).
(h) Subject to
Section 15(a) in the case of ISOs, and
subject to any express limitations
contained in the
applicable Award Document: (i) the
Committee may accelerate
vesting or waive or terminate any
condition, restriction,
or forfeiture provision of any Award at any
time and for
any reason; and (ii) the Committee may
amend an Award
Document after grant at any time and for
any reason so long
as such amendment is not inconsistent with
this Plan.
(i) No
exercisable Award by its terms shall be
exercisable after the expiration of ten
years from the date
it is granted.
SECTION 5. OPTIONS AND SARS.
(a) Except as
provided in Section 10, the option price
per share of Options or the base price of
SARs shall not be
less than Fair Market Value per share of
Stock on the
Options' or the SARs' grant date, except
that SARs which
are alternatives to Options but which are
granted at a
later time may have a base price equal to
the option price
even though the base price is less than
Fair Market Value
on the date the SARs are granted.
(b) The grant of
Options and their related Award
Document must identify the Options either
as ISOs or as
NQSOs.
(c) If Options,
SARs, and/or Limited Rights are
granted as alternatives to each other, the
option prices
and the base prices (as applicable) shall
be equal and the
expiration dates shall be the same.
(d) In the case
of SARs, the Award Document may
specify the form of payment or may provide
that the form is
to be determined at a later date, and may
require the
satisfaction of any rules or conditions in
connection with
receiving payment in any particular
form.
(e)
Notwithstanding any other provision of Sections 4
or 5: (i) no Options or SARs shall be
granted in exchange
for so-called "underwater" Options or SARs
(which have
option or base prices in excess of the
then-current Fair
Market Value per share of Stock), nor shall
underwater
Options or SARs be amended to reduce their
option or base
price; and, (ii) no Options or SARs shall
contain a so-
called "reload" feature under which
additional Options or
SARs are granted automatically to
Recipients upon exercise
of the original Options or SARs.
SECTION 6. LIMITED RIGHTS.
(a) The
Committee shall have authority to grant a
special type of stock appreciation rights
("Limited
Rights") to any Recipient of any Options or
SARs granted
under this Plan (the "Related Award").
Limited Rights are
stock appreciation rights which are
exercisable only after
the occurrence of one or more extraordinary
events
specified by the Committee; such events may
include, for
example, the events which result in an
Acceleration Date.
Limited Rights shall not be granted
separately, but shall
be granted only as alternatives to their
Related Award.
Limited Rights may be granted either at the
time of grant
of the Related Award or at any time
thereafter during its
term. Limited Rights shall be exercisable
or payable at
such times, payable in such amounts, and
subject to such
other terms, conditions, and restrictions
as the Committee
deems appropriate.
(b) The Committee
shall place on any Limited Rights
for which the Related Awards are ISOs such
restrictions as
may be required by the Code at the time of
grant, and shall
amend this Plan accordingly to the extent
required by the
Code.
SECTION 7. RESTRICTED STOCK.
(a) "Restricted
Stock" means Stock issued to a
Recipient which is nontransferable and is
subject to
forfeiture upon the happening of such
events or conditions,
or upon the failure to satisfy such
requirements or
conditions, as the Committee speci?es in
the Award Document
or otherwise. Stock issued upon the
exercise of Options or
SARs is not "Restricted Stock" for purposes
of this Plan,
even if subject to post-issuance transfer
restrictions or
forfeiture conditions. When Restricted
Stock vests, it
ceases to be "Restricted Stock" for
purposes of this Plan.
(b) The
certi?cate representing shares of Restricted
Stock issued in the name of a Recipient may
be held by the
Company and/or may have a legend placed
upon it to the
effect that the shares represented by it
are subject to,
and may not be transferred except in
accordance with, this
Plan and the related Award Document. Cash
dividends
relating to shares of Restricted Stock may
be paid to the
Recipient or held by the Company for the
Recipient's
bene?t, and if held may be made subject to
the transfer
restrictions, forfeiture risks, and vesting
conditions of
the Restricted Stock, as the Committee may
provide in the
Award Document or otherwise; if dividends
are held by the
Company, the Committee may require that the
Company provide
for interest equivalents or other return on
any cash
dividends at such rate(s) and time(s) as
the Committee
provides in the Award Document or
otherwise. Any Stock or
other securities issuable in respect of
Restricted Stock
pursuant to an event speci?ed in Section
10(a) of this Plan
shall be subject to the Award Document
related to such
Restricted Stock and all of the transfer
restrictions,
forfeiture risks, and vesting conditions
pertaining
thereto.
(c) If
Restricted Stock is issued to a Covered
Employee, whether alone or in addition to
other Awards
granted under this Plan, then the vesting
of such
Restricted Stock shall be subject to the
achievement of one
or more objective goals ("Performance
Goals"). These
Performance Goals: (i) shall be established
by the Commit-
tee in order to satisfy the
"performance-based
compensation" exception to the deduction
limit under
Section 162(m) of the Code and (ii) shall
be based upon one
or more of the following criteria, which
may be Company-
wide or speci?c to an Af?liate, division,
product, and/or
geographic area: sales, pretax income,
earnings per share,
return on equity, return on capital
employed, cash ?ow,
market share, stock price, total
shareholder return, costs,
productivity and economic value added.
SECTION 8. STOCK ISSUANCE, PAYMENT, AND
WITHHOLDING.
(a) The Recipient of Options may pay
the option price
in cash, Stock (including shares of
previously-owned Stock
or Stock issuable in connection with the
Award, but not
including shares of Restricted Stock), or
other property,
to the extent permitted or required by the
Award Document
or the Committee from time to time.
(b) Except to the extent prohibited by
applicable
law, the Committee or the Company may take
any necessary or
appropriate steps in order to facilitate
the payment of an
option price. The Committee may permit
deemed or
constructive transfers of shares in lieu of
actual transfer
and physical delivery of certificates. The
Committee may
require satisfaction of any rules or
conditions in
connection with paying the option price at
any particular
time or in any particular form.
(c) If shares used to pay the option
price of Options
are subject to any transfer or other
restrictions, an equal
number of the shares of Stock purchased
shall be made
subject to such prior restrictions in
addition to any
further restrictions imposed on such
purchased shares by
the terms of the Award Document or
Plan.
(d) After the obligation arises to
collect and pay
Required Withholding Taxes, the Recipient
shall reimburse
the Company or Employer (as required by the
Committee or
Company) for the amount of such Required
Withholding Taxes
in cash, unless the Award Document or the
Committee
