Exhibit 10.2
ANHEUSER-BUSCH COMPANIES, INC.
NON-EMPLOYEE DIRECTOR ELECTIVE STOCK ACQUISITION PLAN
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(AMENDED AND RESTATED AS OF MARCH 1, 2000)
1. Definitions
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(a) "Advisory Director" - any person designated as an
advisory member
of the Board who is not an employee of the
Company or of any Subsidiary.
(b) "Annual Meeting" - the Company's
annual meeting of Stockholders in
any year.
(c) "Board" - the Board of Directors
of the Company.
(d) "Change of Control Date" -
The date, if any, when an "Acceleration
Date" occurs as defined in the Company's
1998 Incentive Stock Plan or an
analogous change of control event occurs as
defined in any successor to such
plan.
(e) "Company" - Anheuser-Busch
Companies, Inc.
(f) "Director Shares" - Shares granted
pursuant to Section 6.
(g) "Issue Date" - (i) with respect to each person who
continues to be
a Non-Employee Director as of December 31
in any year, the "Issue Date" shall
be the first business day of the following
calendar year, and (ii) with
respect to each person who is newly elected
or appointed as a Non-Employee
Director, the "Issue Date" in the calendar
year of appointment shall be the
first business day following the date of
such election or appointment.
(h) "Non-Employee Director" - any duly
elected or appointed member of
the Board who is not an employee of the
Company or of any Subsidiary and any
Advisory Director.
(i) "Plan" - the Anheuser-Busch
Companies, Inc. Non-Employee Director
Elective Stock Acquisition Plan.
(j) "Retainer" - the annual retainer
fee (exclusive of fees for
attending meetings of the Board or
committees thereof, fees for meetings
dispensed with, committee chairmanship fees
and any other fees as in effect
from time to time) which becomes payable to
a Non-Employee Director for the
following calendar year.
(k) "Secretary" - the duly elected
Secretary of the Company.
(l) "Share" - a share of the Company's
Common Stock which was
reacquired by the Company and is held in
treasury.
(m) "Subsidiary" - an entity of which
the Company (directly or through
one or more Subsidiaries) is the beneficial
owner of more than 50% of the
entity's outstanding voting securities
(measured on the basis of voting
power).
2. Administration
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The Plan shall
be administered by the Secretary who shall have the
authority to construe and interpret the
Plan, and to establish or adopt
rules, regulations and forms relating to
the administration of the Plan. The
Secretary shall have no authority to add
to, delete from or modify the terms
of the Plan, as the Plan shall be
nondiscretionary as to the eligibility of
participants and the timing and amounts of
the grants. Neither
the Secretary
nor any member of the Board shall be liable
for any act or determination made
in good faith.
3. Purpose
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The Plan is
intended to assist in attracting, retaining and motivating
Non-Employee Directors of outstanding
ability and to promote identification
of their interests with those of the
stockholders of the Company.
4. Eligibility
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Subject to
Section 12, all Non-Employee Directors shall be eligible.
5. Shares Subject to the
Plan
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The maximum
number of Shares that may be issued under the Plan is
50,000.
6. Director Shares
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(a) On or prior to the last day of the
calendar year each year until no
Shares remain available under the Plan,
each person who is then a
Non-Employee Director may make an election
to receive up to 100% of his or her
Retainer in Shares in lieu of cash.
The election shall be
in writing on a
form prescribed by the Company, shall
specify the percentage of the Retainer
to be paid in Shares, and shall be
irrevocable.
2
Notwithstanding the foregoing, any Advisory
Director whose term in such
position is scheduled to expire at the next
Annual Meeting may make the
election under this Section 6(a) only with
respect to the portion of the
Retainer which is payable for the period
ending on the date of such Annual
Meeting. Any Non-Employee Director who is
newly elected or appointed as such
may make the election under this Section
6(a) upon the date of his or her
election or appointment as a Non-Employee
Director with respect to the portion
of the Retainer which is payable for the
remainder of the calendar year.
(b) The percentage of the Retainer to
be paid in Shares shall not be
paid in cash, but in lieu thereof shall be
paid by the transfer of such
Shares to such Non-Employee Director.
On each Issue
Date, each Non-Employee
Director who has elected to receive a
percentage of the Retainer in Shares
pursuant to the terms of this section shall
automatically and without
necessity of any action by the Company, be
entitled to receive Shares for
such percentage of the Retainer pursuant to
the terms and conditions of the
Plan. For purposes of the Plan, the
number of Shares shall be determined by
dividing (A) the amount of the Retainer to
be paid in Shares by (B) the mean
of the high a
