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Exhibit 10.12
INDEMNIFICATION AGREEMENT
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AGREEMENT, effective as of --------------, 19----,
between Anheuser-Busch Companies, Inc., a
Delaware
corporation (the "Company"), and
--------------- (the
"Indemnitee").
WHEREAS, it is essential to the Company to retain
and attract as directors [and executive
officers] the most
capable persons available;
WHEREAS,
Indemnitee is a [director/executive
officer] of the Company;
WHEREAS, both the Company and Indemnitee recognize
the increased risk of litigation and other
claims being
asserted against directors of public
companies in today's
environment;
WHEREAS, the Restated Certificate of Incorporation
and the By-laws of the Company require the
Company to
indemnify and advance expenses to its
directors to the full
extent permitted by law and the Indemnitee
has been serving
and continues to serve as a director [or
executive officer]
of the Company in part in reliance on such
Restated
Certificate of Incorporation and
By-laws;
WHEREAS, in recognition of Indemnitee's need for
substantial protection against personal
liability in Order
to enhance Indemnitee's continued service
to the Company in
an effective manner and Indemnitee's
reliance on the
aforesaid Restated Certificate of
Incorporation and
By-laws, and in part to provide Indemnitee
with specific
contractual assurance that the protection
promised by such
Restated Certificate of Incorporation and
By-laws will be
available to Indemnitee (regardless of,
among other things,
any amendment to or revocation of such
Restated Certificate
of Incorporation and By-laws or any change
in the
composition of the Company's Board of
Directors or
acquisition transaction relating to the
Company), and in
order to induce Indemnitee to continue to
provide services
to the Company as a director [or executive
officer]
thereof, the Company wishes to provide in
this Agreement
for the indemnification of and the
advancing of expenses to
Indemnitee to the full extent (whether
partial or complete)
permitted by law and as set forth in this
Agreement, and,
to the extent insurance is maintained, for
the continued
coverage of Indemnitee under the Company's
directors' and
officers' liability insurance policies;
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NOW, THEREFORE, in consideration of the premises
and of Indemnitee continuing to serve the
Company directly
or, at its request, with another
enterprise, and intending
to be legally bound hereby, the parties
hereto agree as
follows:
1. Certain Definitions:
-------------------
(a) Change in
Control: shall be
deemed to have
-----------------
occurred if (i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended),
other than a trustee or other fiduciary
holding securities under an employee benefit
plan of the Company or a corporation owned
directly or indirectly by the stockholders of
the Company in substantially the same
proportions as their ownership of stock of
the Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under said
Act), directly or indirectly, of securities
of the Company representing 20% or more of
the total voting power represented by the
Company's then outstanding Voting Securities,
or (ii) during any period of two consecutive
years,
individuals who at the beginning of
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such period constitute the Board of Directors
of the Company and any new director whose
election by the Board of Directors or
nomination for election by the Company's
stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then
still in office who either were directors at
the beginning of the period or whose election
or nomination for election was previously so
approved, cease for any reason to constitute
a majority thereof, or (iii) the stockholders
of the Company approve a merger or
consolidation of the Company with any other
corporation, other than a merger or
consolidation which would result in the
Voting Securities of the Company outstanding
immediately prior thereto continuing to
represent (either by remaining outstanding or
by being converted into Voting Securities of
the surviving entity) at least 80% of the
total voting power represented by the Voting
Securities of the Company or such surviving
entity outstanding immediately after such
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merger or
consolidation, or the stockholders
of the Company approve a plan of complete
liquidation of the Company or an agreement
for the sale or disposition by the Company
(in one transaction or a series of
transactions) of all or substantially all the
Company's assets.
(b) Claim:
any threatened,
pending or completed
-----
action, suit or proceeding, or any inquiry,
hearing or investigation, whether conducted
by the Company or any other party, that
Indemnitee in good faith believes might lead
to the institution of any such action, suit
or proceeding, whether civil, criminal,
administrative, investigative or other.
(c) Expenses:
include attorneys'
fees and all
--------
other costs, expenses and obligations paid or
incurred in connection with investigating,
defending, being a witness in or
participating in (including on appeal), or
preparing to defend, be a witness in or
participate in any Claim relating to any
Indemnifiable Event.
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(d)
Indemnifiable Event:
any event or
-------------------
occurrence related to the fact that
Indemnitee is or was a director,
officer, employee, agent or
fiduciary of the Company, or is or
was serving at the request of the
Company as a director, officer,
employee, trustee, agent or
fiduciary of another corporation,
partnership, joint venture, employee
benefit plan, trust or other
enterprise, or by reason of anything
done or not done by Indemnitee in
any such capacity.
(e) Potential
Change in Control:
---------------------------
shall be deemed to have occurred if
(i) the Company enters into an
agreement or arrangement, the
consummation of which would result
in the occurrence of a Change in
Control; (ii) any person (including
the Company) publicly announces an
intention to take or to consider
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taking actions which if consummated
would constitute a Change in
Control;
(iii) any person, other
than a trustee or other fiduciary
holding securities under an employee
benefit plan of the Company acting
in such capacity or a corporation
owned, directly or indirectly, by
the stockholders of the Company in
substantially the same proportions
as their ownership of stock of the
Company, who is or becomes the
beneficial owner, directly or
indirectly, of securities of the
Company representing 10% or more of
the combined voting power of the
Company's then outstanding Voting
Securities, increases his beneficial
ownership of such securities by 5%
or more over the percentage so owned
by such person on the date hereof;
or (iv) the Board adopts a
resolution to the effect that, for
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purposes of this Agreement, a
Potential Change in Control has
occurred.
(f) Reviewing
Party: any
appropriate
---------------
person or body consisting of a
member or members of the Company's
Board of Directors or any other
person or body appointed by the
Board (including the special,
independent counsel referred to in
Section 3) who is not a party to the
particular Claim for which
Indemnitee is seeking
indemnification.
(g) Voting
Securities: any
securities
-----------------
of the Company which vote generally
in the election of directors.
2. Basic
Indemnification Arrangement. (a) In
---------------------------------
the event Indemnitee was, is or becomes a
party
to or witness or other participant in, or
is
threatened to be made a party to or witness
or
other participant in, a Claim by reason of
(or
arising in part out of) an Indemnifiable
Event,
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the Company shall indemnify Indemnitee to
the
fullest extent permitted by law, as soon
as
practicable but in any event no later than
thirty
days after written demand is presented to
the
Company, against any and all Expenses,
judgments,
fines, penalties and amounts paid in
settlement
(including all interest, assessments and
other
Charges paid or payable in connection with
or in
respect of such Expenses, judgments,
fines,
penalties or amounts paid in settlement) of
such
Claim and any federal, state, local or
foreign
taxes imposed on the Indemnitee as a result
of the
actual or deemed receipt of any payments
under
this Agreement (including the creation of
the
Trust). Notwithstanding anything in
this
Agreement to the contrary and except as
provided
in Section 5, prior to a Change in
Control
Indemnitee shall not be entitled to
indemnification pursuant to this Agreement
in
connection with any Claim initiated by
Indemnitee
against the Company or any director or
officer of
the Company unless the Company has joined
in or
consented to the initiation of such Claim.
If so
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requested by Indemnitee, the Company shall
advance
(within two business days of such request)
any and
all Expenses to Indemnitee (an "Expense
Advance").
(b) Notwithstanding
the foregoing,
(i) the obligations of the Company under
Section
2(a) shall be subject to the condition that
the
Reviewing Party shall not have determined
(in a
written opinion, in any case in which the
special,
independent counsel referred to in Section
3
hereof is involved) that Indemnitee would
not be
permitted to be indemnified under
applicable law,
and (ii) the obligation of the Company to
make an
Expense Advance pursuant to S
