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Exhibit
10.29
CONFIDENTIAL
AGREEMENT AND GENERAL RELEASE
This
Confidential Agreement and General Release
(“Agreement”) is between ANHEUSER-BUSCH
INCORPORATED , a
Missouri corporation with its principal offices at One Busch
Place, St. Louis, Missouri, 63118, its parent, affiliates,
subsidiaries, successors and assigns (collectively
“Anheuser-Busch”), and JAMES
F. HOFFMEISTER of 6902
Christopher Drive, St. Louis, Missouri 63129
(“Hoffmeister”).
IN
CONSIDERATION of the mutual promises exchanged below,
Anheuser-Busch and Hoffmeister agree as follows:
1.
Retirement:
A.
Anheuser-Busch
and Hoffmeister have agreed that Hoffmeister will retire from
Anheuser-Busch effective November 30, 2006.
B.
Until
his retirement, Hoffmeister will remain in his current
position as Group Vice-President, Procurement, Logistics and
Agriculture to assist in the orderly transfer of his duties
and responsibilities.
C.
Unless
otherwise agreed to by the parties, Hoffmeister agrees to
return all Anheuser-Busch property (including, but not limited
to, company documents and records, computers, cell phones and
pagers, security badge and credit cards) upon his November 30,
2006 retirement.
D.
Hoffmeister
will be eligible to receive a 2006 bonus from Anheuser-Busch,
which shall be paid to him not later than March 15,
2007.
E.
Hoffmeister
will not receive further Long Term Incentives (in the form of
stock options or restricted stock). Hoffmeister’s rights
in existing stock option grants are governed by the terms and
conditions of his stock option agreements and applicable law,
and will not be affected by the terms of this
Agreement.
2.
Special
Retirement Benefits :
A.
Anheuser-Busch
agrees that on or before March 15, 2007 it will transfer to
Hoffmeister all rights, title and interest in the 2007
Cadillac-Escalade AWD (VIN: 1GYFK638X7R306714) that is
currently assigned to him as a company car. The parties agree
that such transfer shall be “As is - where is” and
with no warranty express or implied by
Anheuser-Busch.
B.
Anheuser-Busch
agrees that it will provide Hoffmeister and his eligible
dependents with insured dental and vision benefits through May
31, 2010 that are materially similar to the dental and vision
benefits that are provided from time to time to its salaried
employees. In the event that Hoffmeister dies before May 31,
2010, Anheuser-Busch agrees to continue such benefits for his
spouse until May 31, 2010.
C.
Anheuser-Busch
agrees that it will provided Hoffmeister with Executive level
outplacement services, at a cost not to exceed $30,000, with a
firm to be mutually selected by Anheuser-Busch and
Hoffmeister; provided, however, that Hoffmeister must commence
outplacement services on or before February 28, 2007
otherwise, he will forfeit all rights to this benefit, and
Anheuser-Busch will pay the cost for such services to the
provider on or before March 15, 2007.
D.
Anheuser-Busch
agrees that it will continue to pay the insurance premium on
the supplemental executive life insurance policy
(‘policy”) with an insured face value of $875,000
through Metropolitan Life, or its successor
(“Insurer”), that it currently provides to
Hoffmeister, as follows: Anheuser-Busch will continue to make
monthly premium payments of $742.88 through February 2007; on
or before March 15, 2007 it will pay to Insurer the sum of
$9,303, as an annual insurance premium for the period of March
2007 through February 2008; on or before March 15, 2008 it
will pay to Insurer the sum of $9,639, as an annual insurance
premium for the period of March 2008 through February 2009; on
or before March 15, 2009 it will pay to Insurer the sum of
$10,174, as an annual insurance premium for the period of
March 2009 through February 2010; and on or before March 15,
2010 it will pay to Insurer the sum of $2,698.50 to cover
premium payments through May 31, 2010. Thereafter, the policy
will continue in effect according to the terms of the policy,
but all further premium payments shall be the responsibility
of Hoffmeister.
3.
Normal
Retirement Benefits:
A.
Upon
his November 30, 2006 retirement Hoffmeister will be entitled
to retiree medical benefits under the terms of the applicable
retiree medical benefits plan then in effect. Hoffmeister
shall also be entitled to elect distribution of benefits from
the Anheuser-Busch Salaried Employees’ Pension Plan
(“SEPP”), and the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (“401(k)”),
according to the terms of such plans. Hoffmeister understands
that processing of benefits from the SEPP or the 401(k) will
not begin until he notifies the SEPP or 401(k) Plan
Administrator in writing that he wants to receive benefits
from that plan. Any benefit to which Hoffmeister is entitled
under the Anheuser-Busch Companies, Inc. Supplemental
Executive Retirement Plan (“SERP”) or the
Anheuser-Busch 401(k) Restoration Plan will be distributed to
Hoffmeister according to the terms of the applicable plan and
pursuant to Hoffmeister’s existing
election.
4.
Consulting
Arrangement
A.
Upon
Hoffmeister’s November 30, 2006 retirement,
Anheuser-Busch agrees to retain Hoffmeister as a Consultant
for a three-year period commencing June 1, 2007 and ending May
31, 2010. During the period he serves as a Consultant,
Hoffmeister agrees to make himself available to consult with
Anheuser-Busch up to 20 hours per calendar month on
procurement, logistics and agricultural matters, and to attend
such planning and strategy meetings as requested by
Anheuser-Busch’s President & Chief Executive Officer
or his designee. The parties agree that in no event shall
Hoffmeister be required to provide services to Anheuser-Busch
at an annual rate that is 45% or more of the services
Hoffmeister rendered to Anheuser-Busch on average during the
final three calendar years of his employment with
Anheuser-Busch.
B.
For his
services as a Consultant, Anheuser-Busch agrees to pay
Hoffmeister a consulting fee of $29,167.00 per month, less
applicable withholding. Payment of all consulting fees shall
be made on a semi-monthly basis, with the first consulting fee
payment being due on June 15, 2007 and the last consulting fee
payment being due on May 31, 2010.
C.
Hoffmeister’s
participation as an employee in the Anheuser-Busch employee
benefit plans for salaried employees (except for retiree
medical benefits) will cease as of November 30, 2006.
Consulting fee payments made to Hoffmeister shall not be
treated as wages under the SEPP, the 401(k), the SERP, the
Anheuser-Busch 401(k) Restoration Plan, or the Anheuser-Busch
Executive Deferred Compensation Plan.
D.
During
the consulting period, Anheuser-Busch will provide Hoffmeister
with such equipment (e.g. laptop computer, cell phone,
Blackberry pager, etc.) as the parties agree is necessary for
Hoffmeister to effectively perform his consulting services.
Hoffmeister shall work from his personal residence or office
and shall not be provided with an office during the consulting
period. In the event Hoffmeister is requested to travel in
performing services for Anheuser-Busch, he will be entitled to
reimbursement for all ordinary, necessary and reasonable
travel expenses pursuant to company travel expense guidelines.
In order to be entitled to such reimbursement Hoffmeister must
submit an itemized expense report within 30
days
after completion of each travel assignment as the basis for
reimbursement by Anheuser-Busch.
E.
During
the consulting period, Hoffmeister may be employed by, or
provide services to, other companies, subject to the
restrictive covenants set out in paragraph 8 of this
Agreement.
F.
Anheuser-Busch
and Hoffmeister agree that the terms and conditions of the
Indemnification Agreement between Anheuser-Busch Companies,
Inc. and Hoffmeister effective July 1, 2004 shall continue to
apply, but only as to events or occurrences that took place on
or before his November 30, 2006 retirement. In the event that
Hoffmeister is named a defendant in any civil suit as a result
of his performing consulting services pursuant to this
Agreement after his November 30, 2006 retirement,
Anheuser-Busch agrees to indemnify Hoffmeister against
expenses (including attorney fees), judgments, fines or
amounts paid in settlement resulting from such suits, except
to the extent that such amounts are incurred as a result of
Hoffmeister’s gross negligence or willful
misconduct.
G.
In the
event that Hoffmeister dies prior to May 31, 2010,
Anheuser-Busch agrees to pay all remaining monthly consulting
fee payments to Hoffmeister’s spouse unless otherwise
directed in writing by Hoffmeister.
4.
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