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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.
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By:_________________________________
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By:_________________________________
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Vice President
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Recipient
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1
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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(i)
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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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a.
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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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b.
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the percentage determined pursuant to Section
2(e) below; or
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2
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(ii)
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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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(i)
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the Recipient’s employment is terminated as
a result of Disability;
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(ii)
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the Recipient’s Death;
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(iii)
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the Recipient voluntarily terminates his or her
employment due to Retirement; or
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(iv)
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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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(i)
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returns to active service within two years after
the Leave of Absence Commencement Date, or
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(ii)
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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).
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(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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(i)
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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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(ii)
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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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(iii)
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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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(iv)
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The "Performance Period" shall mean that period
beginning January 1, 2007, and ending January 2,
2010.
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(v)
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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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(vi)
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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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(vii)
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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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(viii)
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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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(ix)
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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&P 500 TSR Comparison Group if
the Company is among the bottom 25% of S&P 500 Companies
comprising the S&P 500 TSR Comparison Group having the lowest
TSR over the Performance Period (the "Bottom Quartile"). The
Comp
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