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Exhibit 10.20
2008 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 2008 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 2008 ("2008")
shall constitute the Performance Period for the purpose of
determining bonuses payable (“Bonuses”) 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"). The
Committee in its discretion may designate other officers as
Participants in the Program.
Section
3. PERFORMANCE GOAL.
The performance goal for 2008 (the "Performance
Goal") shall be met if Adjusted Pretax Earnings for 2008
equals or exceeds 75% of Adjusted Pretax Earnings for
2007. Subject to Section 9, no Bonus shall be paid
to Designated Covered Employees under the Program if the
Performance Goal is not satisfied. For purposes of
this Program, "Adjusted Pretax Earnings" shall be deemed to
mean the amount of the Company's consolidated income before
income taxes, determined by the Company on the same basis on
which its annual financial statements are calculated, 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 income before income taxes as
disclosed in the Company’s quarterly reports or annual report
in accordance with S.E.C. Regulation G on non-GAAP financial
information, and/or any accounting principle change required or
allowed by GAAP that is not retrospectively 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 income before
income taxes;
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(c)
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increased
for the impact on income before income taxes 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 income before income taxes of interest expense
attributable to the Company’s equity ownership in any
additional company acquired in 2008 and accounted for under the
equity method of accounting under GAAP;
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(e)
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increased
for the impact on income before income taxes of interest expense
attributable to the Company’s repurchase of Company stock;
and
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(f)
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increased or
decreased for the impact on income before income taxes of any
acquisition made by the Company during 2008 and increased for the
impact of interest expense attributable to such
acquisition.
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Section
4. BONUS
POOL. If the Performance Goal is achieved,
the maximum amount of Bonuses which may be paid to
Participants in the Program shall equal 1.5% of Adjusted
Pretax Earnings for 2008 (the "Bonus Pool").
Section
5. BONUS
FORMULA. Subject to the attainment of the
Performance Goal, and the provisions of this Program, the
maximum amount of the Bonus that each Designated Covered
Employee shall be eligible to receive under the Program and
the amount of the Bonus that the remaining Participants shall
be eligible to receive under the Program shall be the amount
(the “Eligible Amount”) corresponding to the
percentage of the Bonus Pool set forth in Schedule A attached
hereto. The actual amount of Bonuses to which
Participants are entitled (the "Bonus Formula") shall be
determined as follows: (i) a portion shall be
based on a formula (the “Bonus Formula Component”)
reflecting actual operating profit for 2008 relative to
budgeted operating profit for 2008, as set forth on Schedule B
attached hereto, and (ii) the remaining portion shall be based
upon such measures, if any, that the Committee in its
discretion shall employ; provided
, however ,
that , in
no event shall the aggregate Bonuses granted to a Designated
Covered Employee exceed such Designated Covered
Employee’s Eligible Amount. Individual bonus
targets will be established for each Participant prior to the
commencement of the Performance Period.
Section
6. COMMITTEE
DISCRETION. Subject to Section 5, 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.
Section
7. DESIGNATED
COVERED EMPLOYEE MAXIMUM. Notwithstanding
satisfaction of the Performance Goal, no Designated Covered
Employee may receive aggregate Bonuses under the Program which
exceeds $6 million.
Section
8. PAYMENT OF
BONUSES. After the end of 2008, 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 2008, 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 2008 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
2008 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
. ,
if regulations or rulings allow earlier payment on an
estimated basis subject to adjustment). Subject to
the foregoing, the timing of payment
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