Exhibit
10.21
RESTRICTED STOCK AWARD (FORM
S.C.) COVER SHEET
UNDER
THE
ANHEUSER-BUSCH COMPANIES,
INC.
1998 INCENTIVE STOCK
PLAN
AWARD
INFORMATION
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AWARDED
TO
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Award
Date
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Number of Shares
of
Restricted
Stock
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SAP ID
Number
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AGREEMENT
This Restricted Stock Award (Form S.C.) Cover
Sheet (the “Restricted Stock Cover Sheet”) and the
Standard Restricted Stock Form Agreement (Version 11/06 Form S.C.)
(the “Standard Restricted Stock Form”), which is
incorporated herein by this reference, together constitute a single
Restricted Stock Agreement (this “Restricted Stock
Agreement”) under the Anheuser-Busch Companies, Inc. 1998
Incentive Stock Plan (the “Plan”). This Restricted
Stock Agreement is between Anheuser-Busch Companies, Inc. (the
“Company”) and the person named above under the caption
“Awarded To” (the “Recipient”). By signing
below, Recipient accepts the Restricted Stock awarded under this
Restricted Stock Agreement, agrees to be bound by the terms of this
Restricted Stock Agreement, and acknowledges that he/she has
received, read, and understands a complete copy of the Standard
Restricted Stock Form which is part of this Restricted Stock
Agreement. Recipient understands that he/she may request another
copy of the Standard Restricted Stock Form from the Company as long
as this Restricted Stock Agreement remains outstanding.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION
PROVISION THAT APPLIES TO ALL DISPUTES RELATED TO THIS AGREEMENT,
AND MAY BE ENFORCED BY THE PARTIES.
In witness
whereof, the Company and the Recipient have executed this
Restricted Stock Agreement in duplicate as of its Award
Date.
Anheuser-Busch
Companies, Inc.
By:_________________________________
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By:_________________________________
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Vice President
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Recipient
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STANDARD RESTRICTED STOCK
FORM AGREEMENT
(VERSION 11/06, FORM
S.C.)
UNDER THE ANHEUSER-BUSCH
COMPANIES, INC.
1998 INCENTIVE STOCK
PLAN
This Standard Restricted Stock Form Agreement
(Version 11/06, Form S.C.) (the “Standard Restricted Stock
Form”), and the completed, executed Restricted Stock (Form
S.C.) Cover Sheet (the “Cover Sheet”) which
specifically incorporates this Standard Restricted Stock Form by
reference, together constitute a single Restricted Stock Agreement
(this “Restricted Stock Agreement” or this
“Agreement”) under the Anheuser-Busch Companies, Inc.
1998 Incentive Stock Plan (the “Plan”). This Restricted
Stock Agreement is between Anheuser-Busch Companies, Inc., a
Delaware corporation (the “Company”), and the person
designated on the Cover Sheet under the caption “Awarded
To” (the “Recipient”). The parties agree as
follows:
Section 1. AWARD.
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 awards to the
Recipient all rights, title and interests in the record and
beneficial ownership of the number of shares of Restricted Stock
set forth on the Cover Sheet under the caption “Number of
Shares of Restricted Stock,” subject to the restrictions,
terms and conditions described below. The award hereunder is made
as of the Award Date set forth on the Cover Sheet (the “Award
Date”). Recipient agrees to be bound by all of the terms,
provisions, conditions and limitations of the Plan and this
Restricted Stock Agreement. All capitalized terms have the meaning
set forth in the Plan unless otherwise specifically provided. All
references to specified sections pertain to sections of this
Restricted Stock Agreement unless otherwise specifically
provided.
Section 2.
TERMS AND CONDITIONS OF RESTRICTED
STOCK
(a) The restrictions on the
Restricted Stock set forth in Section 11 hereof shall lapse, and
the Restricted Stock will cease to be Restricted Stock on the
earlier of:
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the first
business day following the “Committee Certification
Date” (assuming the “Company TSR” and its
“TSR Quartile Ranking” are within the “Top
Quartile” or the “Middle Quartiles” as those
quoted terms are hereinafter defined) and only with respect to the
number of shares determined by multiplying
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the number of
shares of Restricted Stock set forth on the Cover Sheet under the
caption “Number of Shares of Restricted Stock” (unless
such number of shares is adjusted to a number of shares (the
“Adjusted Shares”) pursuant to Section 2(b) or Section
2(c) hereof in which case the Adjusted Shares shall be multiplied),
by
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the percentage
determined pursuant to Section 2(e) below; or
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the occurrence
of an Acceleration Date (as defined in the Plan) with respect to
all shares of Restricted Stock, unless the Restricted Stock is
earlier forfeited pursuant to Section 6 below.
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(b) If any of the events
listed in Section 2(b)(i)-(iv) shall occur with respect to
Recipient on or prior to the Committee Certification Date, the
Adjusted Shares shall equal the number of shares of Restricted
Stock set forth on the Cover Sheet under the caption “Number
of Shares of Restricted Stock”) multiplied by a fraction, the
numerator of which is the number of full months elapsed since
January 1, 2007 (but not more than 36) through the date of the
earliest to occur of any of the events listed in (i)-(iv) below in
this Section 2(b), and the denominator of which is 36:
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the
Recipient’s employment is terminated as a result of
Disability;
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the Recipient
voluntarily terminates his or her employment due to Retirement;
or
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the
Recipient’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 Recipient is not contemporaneously hired by
another of the Company, a Subsidiary or an Affiliate.
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(c) If Recipient commences
an Employer-authorized leave of absence (a “Leave of
Absence”) on any date prior to January 2, 2010 (the
“Leave of Absence Commencement Date”) he or she shall
be deemed to remain employed by the Employer for purposes of
Section 6(a) if the Recipient returns to active service within two
years after the Leave of Absence Commencement Date. If Recipient is
on a Leave of Absence at any time during the Performance Period and
either:
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returns to
active service within two years after the Leave of Absence
Commencement Date, or
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is on a Leave
of Absence the duration of which, as of January 2, 2010 is not more
than two years measured from the Leave of Absence Commencement
Date,
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the Adjusted
Shares shall equal the number of shares of Restricted Stock set
forth on the Cover Sheet multiplied by a fraction, the numerator of
which is 36 minus the number of full months of the Leave of Absence
and the denominator of which is 36.
(d) The Committee may, in
its discretion, waive or modify to the benefit of the Recipient the
provision set forth in Section 6(a) requiring forfeiture of
Restricted Stock in the circumstances described therein, provided
the waiver or modification occurs before any forfeiture under
Section 6(a).
(e) The percentage
determined pursuant to this Section 2(e) shall be the Restricted
Stock Vesting Percentage shown in the table below opposite the
Company TSR Quartile Ranking.
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The
“S&P 500” shall mean the Standard &
Poor’s S&P 500 Stock Index© on the first day of the
“Performance Period” as hereinafter defined.
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An
“S&P 500 Company” shall mean each company (but only
those companies) that comprises the S&P 500 on the first day of
the Performance Period.
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The
“S&P 500 TSR Comparison Group” shall mean,
collectively, all of the S&P 500 Companies for which
information is reasonably available on and as of the last day of
the Performance Period sufficient to calculate such company’s
TSR. If the information required to calculate any such
company’s TSR is not reasonably available for any reason
(including but not limited to (A) the removal of the S&P 500
Company from the S&P 500 due to its merger with and into
another company so that the S&P 500 Company is not the
survivor, (B) the acquisition of the S&P 500 Company by another
company, (C) the restructuring of the S&P 500 Company, or (D)
the S&P 500 Company becoming privately held), the S&P 500
Company will be removed from the S&P 500 TSR Comparison Group.
It is not the intention of this section to exclude companies that
drop out of the S&P 500 due to financial failure (for example,
bankruptcy filing).
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The
“Performance Period” shall mean that period beginning
January 1, 2007, and ending January 2, 2010.
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“TSR” shall mean an S&P 500
Company’s total shareholder return, which will be calculated
by dividing (i) the sum of (A) the cumulative amount of the S&P
500 Company’s dividends for the Performance Period, assuming
same day reinvestment into the common stock of the S&P 500
Company on the ex-dividend date, and (B) the share price of the
S&P 500 Company’s common stock at the end of the
Performance Period minus the share price at the beginning of the
Performance Period, by (ii) the price of a share of the S&P 500
Company’s common stock at the beginning of the Performance
Period. TSR will be adjusted for stock dividends, stock splits,
spin-offs and other corporate changes having similar effect in a
manner consistent with the calculation approach used by Standard
& Poor’s in the calculation of the S&P 500 total
shareholder return.
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The
Company’s Treasury Department or its authorized agent will
calculate the TSR of each company comprising the S&P 500 TSR
Comparison Group (including the Company’s TSR) at and as of
the end of the Performance Period to determine the Company’s
TSR quartile ranking (the “TSR Quartile Ranking”)
within the S&P 500 TSR Comparison Group. The Company’s
Treasury Department shall make all required calculations promptly
following the end of the Performance Period and upon completing
such calculations it shall promptly provide them to an independent
registered public accounting firm in sufficient detail to enable
the independent registered public accounting firm to verify and
confirm each and every calculation made by the Company’s
Treasury Department or its authorized agent.
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Not later than
January 31, 2010, the independent registered public accounting firm
shall provide a letter to the Committee certifying the
Company’s TSR and its TSR Quartile Ranking.
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The Committee
shall certify in writing the Company’s TSR and the
Company’s TSR Quartile Ranking (the “Committee
Certification”). Notwithstanding anything to the contrary,
the Committee, in exercising its discretionary fiduciary authority,
may accept or reject the calculations made by the Company’s
Treasury Department and the certification by the independent
registered public accounting firm, and may reduce the number of
shares of Restricted Stock awarded to the Recipient based on any
information available to the Committee, including but not limited
to information not publicly available at the end of the Performance
Period or a restatement of any prior year’s financial
statements of the Company or of any other S&P 500 Company.
Neither the Company’s TSR nor its TSR Quartile Ranking will
be conclusive unless and until the Company issues the Committee
Certification, the date of which is referred to hereinafter as the
“Committee Certification Date.”
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The
Company’s TSR will be in the Top Quartile of S&P 500
Companies comprising the S&P 500 TSR Comparison Group if the
Company is among the top 25% of S&P 500 Companies comprising
the S&P 500 TSR Comparison Group having the highest TSR over
the Performance Period (the “Top Quartile”). The
Company’s TSR will be in the Bottom Quartile of S&P 500
Companies comprising the S&
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