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Exhibit
10.27
CONFIDENTIAL
AGREEMENT AND GENERAL RELEASE
This
Confidential Agreement and General Release
(“Agreement”) is between ANHEUSER-BUSCH
COMPANIES, INC. , a
Delaware corporation with its principal offices at One Busch
Place, St. Louis, Missouri, 63118, its affiliates,
subsidiaries, successors and assigns (collectively
“Anheuser-Busch”), and JOSEPH
P. SELLINGER of 15
West Geyer, St. Louis, Missouri 63131
(“Sellinger”).
IN
CONSIDERATION of the mutual promises exchanged below,
Anheuser-Busch and Sellinger agree as follows:
1.
Retirement:
A.
Anheuser-Busch
and Sellinger have agreed that Sellinger will retire from
Anheuser-Busch effective November 30, 2006.
B.
Until
his retirement, Sellinger will remain in his current position
as Chairman of the Board, CEO and President - Anhueser-Busch
Packaging Group, Inc. to assist in the orderly transfer of his
duties and responsibilities.
C.
Unless
otherwise agreed to by the parties, Sellinger 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.
Sellinger
will be eligible to receive a 2006 bonus from Anheuser-Busch,
which shall be paid to him not later than March 15,
2007.
E.
Sellinger
will not receive further Long Term Incentives (in the form of
stock options or restricted stock). Sellinger’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
Sellinger all rights, title and interest in the 2005 Cadillac
Seville STS (VIN: 1G6DC67A350200200) 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 Sellinger 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 Sellinger 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 continue to pay the insurance premium on
the supplemental executive life insurance policy
(“policy”) with an insured face value of
$1,400,000 through Metropolitan Life, or its successor
(“Insurer”), that it currently provides to
Sellinger, as follows: Anheuser-Busch will continue to make
monthly premium payments of $1,061.20 through February 2007;
on or before March 15, 2007 it will pay to Insurer the sum of
$13,524, 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 $14,263, 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 $14,928, 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
$3,855.50 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 Sellinger.
3.
Normal
Retirement Benefits:
A.
Upon
his November 30, 2006 retirement Sellinger will be entitled to
retiree medical benefits under the terms of the applicable
retiree medical benefits plan then in effect. Sellinger 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. Sellinger 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 Sellinger 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
Sellinger according to the terms of the applicable plan and
pursuant to Sellinger’s existing election.
4.
Consulting
Arrangement
A.
Upon
Sellinger’s November 30, 2006 retirement, Anheuser-Busch
agrees to retain Sellinger 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, Sellinger agrees to make
himself available to consult with Anheuser-Busch up to 20
hours per calendar month on matters related to the
company’s production of glass bottles, labels, crown
liners, aluminum cans and lids, 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 Sellinger be required to
provide services to Anheuser-Busch at an annual rate that is
50% or more of the services Sellinger 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
Sellinger a consulting fee of $40,833.33.00 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.
Sellinger’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 Sellinger 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 Sellinger
with such equipment (e.g. laptop computer, cell phone,
Blackberry pager, etc.) as the parties agree is necessary for
Sellinger to effectively perform his consulting services.
Sellinger shall work from his personal residence or office and
shall not be provided with an office during the consulting
period. In the event Sellinger 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 Sellinger must
submit an itemized expense report within 15 days after
completion of each travel assignment as the basis for
reimbursement by Anheuser-Busch.
E.
During
the consulting period, Sellinger may be employed by, or
provide services to, other companies, subject to the
restrictive covenants set out in paragraph 8 of this
Agreement.
F.
During
the consulting period, Sellinger will be entitled to use the
facilities at Anheuser-Busch’s Kingsmill Resort subject
to the following order of priority:
| 1. |
Corporate
business purposes
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| 2. |
Current
Strategy Committee members
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| 3. |
Current
other officers
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| 4. |
Retired
Strategy Committee members
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| 5. |
Non-officer
employees who report directly to a member of the Strategy
Committee.
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All
cash charges and W-2 income inclusions will apply to such
stays at the corporate rates applicable to the time(s) of such
usage.
G.
Anheuser-Busch
and Sellinger agree that the terms and conditions of the
Indemnification Agreement between Anheuser-Busch Companies,
Inc. and Sellinger effective December 6, 2000 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 Sellinger 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 Sellinger 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
Sellinger’s gross negligence or willful
misconduct.
H.
In the
event that Sellinger dies prior to May 31, 2010,
Anheuser-Busch agrees to pay all remaining monthly consulting
fee payment
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