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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 p
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