INCENTIVE STOCK OPTION (FORM
S.C.) COVER SHEET
UNDER
THE
ANHEUSER-BUSCH COMPANIES,
INC.
1998 INCENTIVE STOCK
PLAN
GRANT
INFORMATION
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GRANTED TO
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Grant Date
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Number of Options
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Option Price
$ Per Share
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SAP ID Number
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Expiration Date
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AGREEMENT
This Incentive Stock Option Cover Sheet (the
“ISO Cover Sheet”) and the Standard Incentive Stock
Option Form Agreement (Version 11/06) (the “Standard ISO
Form”), which is incorporated herein by this reference,
together constitute a single Incentive Stock Option Agreement (this
“ISO Agreement”) under the Anheuser-Busch Companies,
Inc. 1998 Incentive Stock Plan (the “Plan”). This ISO
Agreement is between Anheuser-Busch Companies, Inc. (the
“Company”) and the person named above under the caption
“Granted To” (the “Optionee”). By signing
below, Optionee accepts the Options granted under this ISO
Agreement, agrees to be bound by the terms of this ISO Agreement,
and acknowledges that he or she has received, read, and understood
a complete copy of the Standard ISO Form which is part of this ISO
Agreement. Optionee understands that he or she may request another
copy of the Standard ISO Form from the Company as long as this ISO
Agreement remains outstanding.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION
PROVISION THAT APPLIES TO ALL DISPUTES RELATED TO THIS AGREEMENT,
AND MAY BE ENFORCED BY THE PARTIES.
In witness whereof, the Company and the Optionee
have executed this ISO Agreement in duplicate as of its Grant
Date.
Anheuser-Busch Companies, Inc.
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By:______________________________
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By:______________________________
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STANDARD INCENTIVE STOCK
OPTION FORM AGREEMENT
(VERSION 11/06 FORM
S.C.)
UNDER THE ANHEUSER-BUSCH
COMPANIES, INC.
1998 INCENTIVE STOCK
PLAN
This Standard Incentive Stock Option Form
Agreement (Version 11/06, Form S.C.) (the "Standard ISO Form"), and
the Incentive Stock Option (Form S.C.) Cover Sheet (the "Cover
Sheet") which specifically incorporates this Standard ISO Form by
reference, together constitute a single Incentive Stock Option
Agreement (this “ISO Agreement" or this "Agreement") under
the Anheuser-Busch Companies, Inc. 1998 Incentive Stock Plan (the
"Plan"). This ISO Agreement is between Anheuser-Busch Companies,
Inc., a Delaware corporation (the "Company"), and the person
designated on the Cover Sheet under the caption "Granted To" (the
"Optionee"). The parties agree as follows:
Section 1. GRANT.
In conformity with the Plan, the provisions of which are
incorporated herein by this reference, and pursuant to action by
the Compensation Committee which administers the Plan (the
"Committee"), the Company hereby irrevocably grants to the Optionee
Incentive Stock Options (the "Options"), which are "incentive stock
options" under Section 422 of the Internal Revenue Code of 1986
("Code"), as amended, to purchase all or any part of the number of
shares of common stock of the Company ("Stock") equal to the number
set forth on the Cover Sheet under the caption "Number of Options",
on the terms and conditions herein set forth. The grant hereunder
is made as of the Grant Date set forth on the Cover Sheet (the
"Grant Date").
Section 2. OPTION
PRICE. The purchase price per share of the Stock covered
by the Options (the "Option Price") shall be the price specified on
the Cover Sheet under the caption "Option Price $ Per
Share".
Section 3.
EXERCISABILITY.
(a) Except as otherwise
provided in this Agreement, the Optionee shall have the right to
exercise one-third of the Options on and after the first
anniversary of the Grant Date, the next one-third of the Options on
and after the second anniversary of the Grant Date, and the
remaining one-third on and after the third anniversary of the Grant
Date.
(b) Optionee shall not
exercise and shall forfeit any of the Options which are not
exercisable on the date Optionee ceases to be employed by any of
the Company, a Subsidiary, or an Affiliate, unless such Options
otherwise become exercisable as provided herein.
(c) All outstanding Options
shall become immediately exercisable:
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(i)
on
the date of the Optionee’s Retirement or
Disability;
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(ii)
on
the date of Optionee’s death while employed by
Company;
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(iii)
on the
occurrence of an Acceleration Date; or
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(iv)
as
contemplated in Section 3(h).
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(d) Optionee (or
Optionee’s guardian or legal representative in the case of
Section 3(d)(iv)) may exercise any or all exercisable Options
through the Expiration Date set forth on the Cover Sheet (the
“Expiration Date”) if:
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(i)
the Optionee remains an employee of the Company or any
Subsidiary or an Affiliate through the Expiration Date;
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(ii)
the
Optionee voluntarily terminates his or her employment due to
Retirement;
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(iii)
the
Optionee’s employment is involuntarily terminated by any of
the Company, a Subsidiary, or an Affiliate because of a sale of a
Subsidiary or Interest in an Affiliate, or a sale of assets of any
business operation owned by the Company, a Subsidiary or an
Affiliate, or because of a liquidation, shutdown, spin-off,
distribution, reorganization, reduction in force, lay-off or
similar event and the Optionee is not contemporaneously hired by
another of the Company, a Subsidiary or an Affiliate; or
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(iv)
the
Optionee’s employment is terminated as a result of a
Disability.
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(e) If Optionee voluntarily
terminates his or her employment other than due to Retirement,
Optionee may exercise any or all Options that are exercisable on
the date of such termination through the earlier of the Expiration
Date or the period ending three (3) months following the date of
such termination.
(f) If Optionee dies prior
to the Expiration Date (whether or not Optionee is then employed by
the Company, a Subsidiary or an Affiliate), all Options the
Optionee (or Optionee’s guardian or legal representative in
the case of Section 3(d)(iv)) had the right to exercise at the date
of death (including all Options that become exercisable at the date
of death pursuant to Section 3(c)(ii) hereof) may be exercised by
Optionee’s “Post Death Representatives” (as
defined in Section 5(a) hereof) but only until the earlier to occur
of the Expiration Date or the date three (3) years after the date
of death, and shall not be exercised thereafter.
(g) Optionee shall forfeit
all Options, regardless of whether or not exercisable, if such
Optionee’s employment is terminated for cause or for any
other reason not set forth in Section 3(d)(ii), (iii), (iv), (e) or
(f).
(h) The Committee may
accelerate the dates on which the Options become exercisable at any
time and for any reason.
(i) The exercisability of
the Options shall not be affected by any change of duties or
position of Optionee, including an Employer-authorized special
assignment, so long as Optionee continues to be an employee of at
least one of the Company, a Subsidiary or an Affiliate.
(j) An Optionee who is as of
the Grant Date on, or following the Grant Date commences, an
Employer-authorized leave of absence for any reason (a “Leave
of Absence”) shall be deemed to remain employed by the
Employer for purposes of this Option grant unless (i) the Leave of
Absence extends beyond the second anniversary (the “Leave of
Absence Expiration Date”) of the date on which the Leave of
Absence commenced, and (ii) the Leave of Absence Expiration Date
occurs prior to the Expiration Date, in which event the Optionee
will be deemed to have terminated his or her employment with the
effect set forth in Section 3(e) on and as of the Leave of Absence
Expiration Date.
Section 4.
TERMINATION. The Options shall terminate and cease
to be exercisable in accordance with the following
provisions:
(a) Notwithstanding any
other provisions of this Agreement, the Options shall terminate at
the close of business on the Expiration Date, unless sooner
terminated as provided below.
(b) The Options shall
terminate when they no longer may be exercised pursuant to Section
3, if sooner than the Expiration Date.
(a) Optionee may exercise
some or all of the Options, to the extent exercisable, by paying
the Option Price of the Options exercised and taking all other
required actions in accordance with Section 5(b). The Options may
be exercised only by Optionee or his or her guardian or legal
representative during his or her lifetime, and only by
Optionee’s Post-Death Representatives after Optionee’s
death. The term "Post-Death Representatives" means the executor or
administrator of Optionee's estate or the person or persons to whom
Optionee's rights under this Agreement shall pass by his or her
will or the laws of descent and distribution.
(b) Any exercise of the
Options shall be made only in accordance with those procedures
required or expressly per