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EXHIBIT 10.23
NON-QUALIFIED STOCK OPTION (FORM S.C.) COVER SHEET
UNDER THE
ANHEUSER-BUSCH COMPANIES, INC.
1998 INCENTIVE STOCK PLAN
GRANT INFORMATION
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Option Price
GRANTED TO Grant Date
Number of
Options $
Per Share
SAP ID Number
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Expiration Date
AGREEMENT
This
Non-Qualified Stock Option (Form S.C.) Cover Sheet (the "NQSO
Cover Sheet") and the Standard
Non-Qualified Stock Option Form Agreement
(Version 11/05, Form S.C.) (the "Standard
NQSO Form"), which is incorporated
herein by this reference, together
constitute a single Non-Qualified Stock
Option Agreement (this "NQSO Agreement")
under the Anheuser-Busch Companies,
Inc. 1998 Incentive Stock Plan (the
"Plan"). This NQSO 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 NQSO
Agreement, agrees to be bound by
the terms of this NQSO Agreement, and
acknowledges that he or she has
received, read, and understood a complete
copy of the Standard NQSO Form
which is part of this NQSO Agreement.
Optionee understands that he or she
may request another copy of the Standard
NQSO Form from the Company as long
as this NQSO 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
NQSO Agreement in duplicate as of its Grant
Date.
Anheuser-Busch Companies, Inc.
By:
By:
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Vice President
Optionee
FORM NQSO - S.C.
1
v. 11/05
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STANDARD NON-QUALIFIED STOCK OPTION FORM AGREEMENT
(VERSION 11/05, FORM S.C.)
UNDER THE ANHEUSER-BUSCH COMPANIES, INC.
1998 INCENTIVE STOCK PLAN
This Standard Non-Qualified Stock Option Form Agreement
(Version
11/05, Form S.C.) (the "Standard NQSO
Form"), and the completed, executed
Non-Qualified Stock Option (Form S.C.)
Cover Sheet (the "Cover Sheet") which
specifically incorporates this Standard
NQSO Form by reference, together
constitute a single Non-Qualified Stock
Option Agreement (this "NQSO
Agreement" or this "Agreement") under the
Anheuser-Busch Companies, Inc.
1998 Incentive Stock Plan (the "Plan").
This NQSO 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 Non-Qualified Stock
Options (the "Options"), which are not
"incentive stock options" under
Section 422 of the Internal Revenue Code of
1986, as amended ("Code"), 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 exercise dates are accelerated as
provided
herein.
(c) All outstanding Options shall become immediately
exercisable:
(i) on the date
of the Optionee's Retirement or
Disability;
(ii) on the date of
Optionee's death while
employed by Company;
(iii) on the occurrence of an Acceleration Date;
or
(iv) as contemplated in Section 3(h).
(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
FORM NQSO - S.C.
2
v. 11/05
<PAGE>
on the Cover Sheet (the "Expiration Date") if:
(i) the Optionee
remains an employee of the
Company or any Subsidiary or an Affiliate through
the Expiration Date;
(ii) the Optionee
voluntarily terminates his or
her employment due to Retirement;
(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
(iv) the Optionee's
employment is terminated as a
result of a Disability.
(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
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 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.
FORM NQSO - S.C.
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v. 11/05
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(k) An Optionee who is as of the Grant Date on, or
following the Grant Date commences, an Employer-authorized
special
assignment shall be deemed to remain employed by the Employer
throughout the term of the special assignment for all purposes
under this Agreement.
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.
Section 5. EXERCISES.
(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 permitted
by
the Secretary at the time of the exercise. Exercise procedures
may
be changed by the Secretary during the term of the Options. The
Secretary's exercise procedures may impose restrictions and
requirements concerning payment of the Option Price, payment of
taxes, issuance and delivery of Stock, communications between
the
Company (or its agents) and the Optionee, the effectiveness and
effective date of the exercise, and all other matters pertaining
to
the exercise. Optionee may request from the Secretary's office
at
any time a summary of those exercise procedures which then are
in
effect; it is Optionee's responsibility to ascertain and follow
those exercise procedures in effect at the time of each
exercise.
Any deviation from the Secretary's procedures permitted in one
exercise shall not entitle the Optionee to utilize or rely upon
that d
