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Exhibit
10.19
2007
OFFICER BONUS PROGRAM
UNDER
THE
ANHEUSER-BUSCH
OFFICER BONUS PLAN
The
Compensation Committee (the "Committee") of the Board of
Directors of Anheuser-Busch Companies, Inc. (the "Company")
hereby establishes the 2007 Officer Bonus Program (the
"Program") in accordance with the Anheuser-Busch Officer Bonus
Plan (the "Plan"), the terms of which are incorporated herein
by reference, as follows:
Section
1. PERFORMANCE
PERIOD. The
calendar year 2007 ("2007") shall constitute the Performance
Period for the purpose of determining Bonuses payable to
Participants in the Program.
Section
2. PARTICIPANTS
AND DESIGNATED COVERED EMPLOYEES. The
officers of the Company listed on Schedule A attached hereto
are hereby designated as Participants in the Program. The
first nine Participants listed on Schedule A ("Designated
Covered Employees") are those the Committee believes may be or
become covered employees (“Covered Employees”) as
that term is defined by Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code").
Section
3. PERFORMANCE
GOAL. The
performance goal for 2007 (the "Performance Goal") shall be
met if Pretax Income for 2007 equals or exceeds eighty-five
percent of Pretax Income for 2006. No Bonus shall be paid to
Designated Covered Employees under the Program if the
Performance Goal is not satisfied. For purposes of this
Program, "Pretax Income" shall be deemed to mean the amount of
the Company's consolidated earnings before income taxes,
adjusted as follows:
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(a)
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increased
or decreased to eliminate the effect of any normalization
adjustment made in calculating consolidated earnings before
income taxes as disclosed in the Company’s quarterly
reports or annual report in accordance with S.E.C. Regulation
6 on non-GAAP financial information, and/or any accounting
principle change required or allowed by GAAP that is not
retroactively applied to prior years. (If the accounting
change is retroactively applied to the prior year, there is no
adjustment for the accounting change.);
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(b)
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increased
by the amount of bonus expense, whether or not under the
Program, which is reflected in the Company's consolidated
earnings before income taxes;
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(c)
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increased
for the impact on pretax income of interest expense
attributable to the Company's ownership in Grupo Modelo,
S.A.B. de C.V. and Tsingtao Brewery Company,
Ltd.;
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(d)
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increased
for the impact on pretax income of interest expense
attributable to the Company’s equity ownership in any
additional company acquired in
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2007 and accounted for under the
equity method of accounting under GAAP; and |
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(e)
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increased
for the impact on pretax income of interest expense
attributable to the Company’s repurchase of Company
stock.
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Section
4. BONUS
POOL. The
aggregate amount of Bonuses which may be paid to Participants
in the Program shall equal 1.0% of Pretax Income for 2007 (the
"Bonus Pool").
Section
5. BONUS
FORMULA. The
percentage of the Bonus Pool that each Designated Covered
Employee shall receive under the Program and the percentage of
the Bonus Pool that the remaining Participants shall receive
under the Program (the "Bonus Formula") shall be as set forth
on Schedule A attached hereto, subject to the Committee's
exercise of Committee Discretion as defined in Section 6
below.
Section
6. COMMITTEE
DISCRETION. The
Committee shall have the discretion to establish the amount of
any Bonus payable to any Participant other than a Designated
Covered Employee, except that the total amount of Bonuses paid
under the Program may not exceed the Bonus Pool established in
Section 4; the Committee may reduce but may not increase the
amount of any Bonuses payable to Designated Covered Employees
to reflect individual performance and/or unanticipated factors
(in either case, "Committee Discretion").
Section
7. DESIGNATED
COVERED EMPLOYEE MAXIMUM. Notwithstanding
satisfaction of the Performance Goal, no Designated Covered
Employee may receive a Bonus under the Program which exceeds
the lesser of (i) $6 million or (ii) the per-covered
employee limit in effect under Section 7 of the Plan on the
date of payment.
Section
8. PAYMENT
OF BONUSES. After
the end of 2007, the Committee shall certify in writing
whether the Performance Goal has been satisfied and the amount
of the Bonus payable to each Designated Covered Employee for
2007, if any. All or part of the Bonuses payable to
Participants who are not Designated Covered Employees may be
paid prior to the end of 2007 on an estimated basis, subject
to adjustment in the discretion of the Committee. All or part
of the Bonuses payable to Designated Covered Employees may be
paid prior to the end of 2007 only if such payment will not
result in Bonuses paid to Covered Employees failing to
constitute qualified performance-based compensation under
Section 162(m) of the Code ( e.g
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, if
regulations or rulings allow earlier payment on an estimated
basis subject to adjustment). Subject to the foregoing, the
timing of payment of Bonuses to all Participants shall be
within the sole discretion of the Committee; provided,
however, that all payments of the Bonuses hereunder shall be
made on or before March 15,
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