STANDARD
INCENTIVE STOCK OPTION FORM AGREEMENT
(VERSION
11/07 FORM S.C.)
UNDER
THE ANHEUSER-BUSCH COMPANIES, INC.
2007
EQUITY AND INCENTIVE PLAN
This
Standard Incentive Stock Option Form Agreement (Version 11/07,
Form S.C.) (the “Standard ISO Form”), and the
Incentive Stock Option (Form S.C.) Cover Sheet (the
“Cover Sheet”) which specifically incorporates
this Standard ISO Form by reference, together constitute a
single Incentive Stock Option Agreement (this “ISO
Agreement” or this “Agreement”) under the
Anheuser-Busch Companies, Inc. 2007 Equity and Incentive Plan
(the “Plan”). This ISO Agreement is
between Anheuser-Busch Companies, Inc., a Delaware corporation
(the “Company”), and the person designated on the
Cover Sheet under the caption “Granted To” (the
“Optionee”). The parties agree as
follows:
Section
1. GRANT. 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 irrevocably
grants to the Optionee Incentive Stock Options (the
“Options”), which are “incentive stock
options” under Section 422 of the Internal Revenue Code
of 1986 (“Code”), as amended, to purchase all or
any part of the number of shares of common stock of the
Company (“Stock”) equal to the number set forth on
the Cover Sheet under the caption “Number of
Options”, on the terms and conditions herein set
forth. The grant hereunder is made as of the Grant
Date set forth on the Cover Sheet (the “Grant
Date”).
Section
2. OPTION PRICE. The
exercise price per share of the Stock covered by the Options
(the “Option Price”) shall be the price specified
on the Cover Sheet under the caption “Option Price $ Per
Share”.
Section
3. EXERCISABILITY.
(a) Except
as otherwise provided in this Agreement, the Optionee shall
have the right to exercise one-third of the Options on and
after the first anniversary of the Grant Date, the next
one-third of the Options on and after the second anniversary
of the Grant Date, and the remaining one-third on and after
the third anniversary of the Grant Date.
(b) Optionee
shall not exercise and shall forfeit any of the Options which
are not exercisable on the date Optionee ceases to be employed
by any of the Company, a Subsidiary, or an Affiliate, unless
such Options otherwise become exercisable as provided
herein.
(c) All
outstanding Options shall become immediately
exercisable:
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(i)
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on the
date of the Optionee’s termination of employment due to
Retirement or Disability;
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(ii)
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on the
date of Optionee’s death while employed by the Company,
a Subsidiary or an Affiliate;
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(iii)
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on the
occurrence of a Change in Control; or
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(iv)
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as
contemplated in Section 3(h).
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(d) Optionee
(or Optionee’s guardian or legal representative in the
case of Section 3(d)(iv)) may exercise any or all exercisable
Options through the Expiration Date set forth on the Cover
Sheet (the “Expiration Date”) if:
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(i)
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the
Optionee remains an employee of the Company, a Subsidiary or
an Affiliate through the Expiration Date;
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(ii)
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the
Optionee voluntarily terminates his or her employment due to
Retirement;
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(iii)
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the
Optionee’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, mass lay-off or similar event and the Optionee is not
contemporaneously hired by another of the Company, a
Subsidiary or an Affiliate; or
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(iv)
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the
Optionee’s employment is terminated as a result of a
Disability.
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(e) If
Optionee voluntarily terminates his or her employment other
than due to Retirement, Optionee may exercise any or all
Options that are exercisable on the date of such termination
through the earlier of the Expiration Date or the period
ending three (3) months following the date of such
termination.
(f) If
Optionee dies prior to the Expiration Date (whether or not
Optionee is then employed by the Company, a Subsidiary or an
Affiliate), all Options the Optionee (or Optionee’s
guardian or legal representative in the case of Section
3(d)(iv)) had the right to exercise at the date of death
(including all Options that become exercisable at the date of
death pursuant to Section 3(c)(ii) hereof) may be exercised by
Optionee’s “Post-Death Representatives” (as
defined in Section 5(a) hereof) but only until the earlier to
occur of the Expiration Date or the date three (3) years after
the date of death, and shall not be exercised
thereafter.
(g) Optionee
shall forfeit all Options, regardless of whether or not
exercisable, if such Optionee’s employment is terminated
for cause or for any other reason not set forth in Section
3(d)(ii), (iii), (iv), (e) or (f).
(h) The
Committee may, in its sole discretion, accelerate the dates on
which the Options become exercisable in connection with the
Optionee’s termination of employment.
(i) The
exercisability of the Options shall not be affected by any
change of duties or position of Optionee, including an
Employer-authorized special assignment, so long as Optionee
continues to be an employee of at least one of the Company, a
Subsidiary or an Affiliate.
(j) An
Optionee who is as of the Grant Date on, or following the
Grant Date commences, an Employer-authorized leave of absence
for any reason (a “Leave of Absence”) shall be
deemed to remain employed by the Employer for purposes of this
Option grant unless (i) the Leave of Absence extends beyond
the second anniversary (the “Leave of
Absence
Expiration Date”) of the date on which the Leave of
Absence commenced, and (ii) the Leave of Absence Expiration
Date occurs prior to the Expiration Date, in which event the
Optionee will be deemed to have terminated his or her
employment with the effect set forth in Section 3(e) on and as
of the Leave of Absence Expiration Date.
Section
4. TERMINATION. The
Options shall terminate and cease to be exercisable in
accordance with the following provisions:
(a) Notwithstanding
any other provisions of this Agreement, the Options shall
terminate at the close of business on the Expiration Date,
unless sooner terminated as provided below.
(b) The
Options shall terminate when they no longer may be exercised
pursuant to Section 3, if sooner than the Expiration
Date.
Section
5. EXERCISES .
(a) Optionee
may exercise some or all of the Options, to the extent
exercisable, by paying the Option Price of the Options
exercised and taking all other required actions in accordance
with Section 5(b). The Options may be exercised
only by Optionee or his or her guardian or legal
representative during his or her lifetime, and only by
Optionee’s Post-Death Representatives after
Optionee’s death. The term “Post-Death
Representatives” means the executor or administrator of
Optionee’s estate or the person or persons to whom
Optionee’s rights under this Agreement shall pass by his
or her will or the laws of descent and
distribution.
(b) Any
exercise of the Options shall be made only in accordance with
those procedures required or expressly permitted by the
Secretary at the time of the exercise. Exercise
procedures may be changed by the Secretary during the term of
the Options. The Secretary’s exercise
procedures may impose restrictions and requirements concerning
payment of the Option Price, payment of taxes, issuance and
delivery of Stock, communications between the Company (or its
agents) and the Optionee, the effectiveness and effective date
of the exercise, and all other matters pertaining to the
exercise. Optionee may request from the
Secretary’s office at any time a summary of those
exercise procedures which then are in effect; it is
Optionee’s responsibility to ascertain and follow those
exercise procedures in effect at the time of each
exercise. Any deviation from the Secretary’s
procedures permitted in one exercise shall not entitle the
Optionee to utilize or rely upon that deviation in a later
exercise.
Section
6. WITHHOLDING TAXES.
If and when Optionee’s Employer becomes required to
collect Required Withholding Taxes, the Optionee shall
promptly pay to the Company or Employer (as required by the
Committee or the Company at the time) the amount of such
Required Withholding Taxes in cash. If at the time
of exercise the Options have for any reason become
Non-Qualified Stock Options, cash payment shall not be
required if Optionee makes a Tax Election in accordance with
the following terms and conditions:
(a)
General Rules for Tax Elections . Optionee
may make an election (a “Tax Election”) to have
the Company withhold from the shares of Stock payable to
Optionee that number of shares determined in accordance with
paragraph (b) below.&
