INCENTIVE STOCK OPTION (FORM S.C.) COVER SHEET UNDER THE ANHEUSER-BUSCH COMPANIES, INC.
Exhibit
10.23
INCENTIVE
STOCK OPTION (FORM S.C.) COVER SHEET
UNDER
THE
ANHEUSER-▇▇▇▇▇
COMPANIES, INC.
2007
EQUITY
AND INCENTIVE 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
|
AGREEMENT
This
Incentive Stock Option Cover Sheet (the “ISO Cover Sheet”) and the Standard
Incentive Stock Option Form Agreement (Version 11/07) (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-▇▇▇▇▇
Companies, Inc. 2007 Equity and Incentive Plan (the “Plan”). This ISO
Agreement is between Anheuser-▇▇▇▇▇ 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-▇▇▇▇▇ Companies, Inc. | |||
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By:______________________________
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By:______________________________
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Vice President
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Optionee
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1
STANDARD
INCENTIVE STOCK OPTION FORM AGREEMENT
(VERSION
11/07 FORM S.C.)
UNDER
THE
ANHEUSER-▇▇▇▇▇ COMPANIES, INC.
2007
EQUITY
AND INCENTIVE PLAN
This
Standard
Incentive Stock Option Form Agreement (Version 11/07, 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-▇▇▇▇▇ Companies, Inc. 2007
Equity and Incentive Plan (the “Plan”). This ISO Agreement is between
Anheuser-▇▇▇▇▇ 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 exercise 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)
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on
the date
of the Optionee’s termination of employment due to Retirement or
Disability;
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(ii)
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on
the date
of Optionee’s death while employed by the Company, a Subsidiary or an
Affiliate;
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(iii)
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on
the
occurrence of a Change in Control;
or
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2
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(iv)
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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)
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the
Optionee
remains an employee of the Company, a Subsidiary or an Affiliate
through
the Expiration Date;
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(ii)
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the
Optionee
voluntarily terminates his or her employment due to
Retirement;
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(iii)
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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, mass
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)
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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, in its sole discretion, accelerate the dates on which the
Options
become exercisable in connection with the Optionee’s termination of
employment.
(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
3
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.
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 deviation in a later exercise.
Section
6. WITHHOLDING TAXES. If and when
Optionee’s Employer becomes required to collect Required Withholding Taxes, the
Optionee shall promptly pay to the Company or Employer (as required by
the
Committee or the Company at the time) the amount of such Required Withholding
Taxes in cash. If at the time of exercise the Options have for any
reason become Non-Qualified Stock Options, cash payment shall not be required
if
Optionee makes a Tax Election in accordance with the following terms and
conditions:
(a) General
Rules for Tax Elections. Optionee may make an election (a “Tax
Election”) to have the Company withhold from the shares of Stock payable to
Optionee that number of shares determined in accordance with paragraph
(b)
below. Optionee may make a Tax Election only at the time of an
exercise; such Election may relate only to such exercise. Each Tax
Election shall be governed by the rules of the Committee or Secretary as
in
effect at the time of the Election. If a Tax Election is duly made,
the Company shall make a cash payment to the appropriate taxing authorities
equal to the aggregate value on
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the
exercise date
of all shares of Stock withheld, even if (as a result of rounding) the
amount
paid exceeds the amount of Required Withholding Taxes. For purposes
of this Section 6, the value of Stock on the exercise date may be determined
in
any manner approved by the Committee or Secretary at that time and need
not be
based on “Fair Market Value” as defined in the Plan. Moreover the
Secretary shall establish rounding and all other administrative rules from
time
to time, which shall govern all Tax Elections.
(b) Number
of Shares Withheld. The number of shares of Stock to be withheld
with respect to an exercise as to which a Tax Election is duly made will
be
determined by dividing the amount of Required Withholding Taxes related
to the
exercise by the value of a share of Stock on the exercise date.
Section
7. ADJUSTMENTS. In the event that the
Committee determines that any dividend or other distribution (whether in
the
form of cash, Stock, or other property), recapitalization, Stock split,
reverse
split, reorganization, merger, consolidation, spin-off, combination, repurchase,
or share exchange, or other similar corporate transaction or event, affects
the
Stock such that an adjustment is appropriate in order to prevent dilution
or
enlargement of the rights of the Optionee under this Agreement, then the
Committee shall make such equitable changes or adjustments from time
to time as it deems necessary or appropriate to the Options (to the extent
then
outstanding), subject to the limitations and requirements of the Plan,
provided
that such changes or adjustments will not cause a modification of the Options
under Section 409A. Any such determination by the Committee shall be conclusive
and binding on all concerned.
Section
8. COMPLIANCE WITH SECURITIES LAWS,
ETC. In its discretion, the Company may place legends upon
any Stock certificates issued hereunder, and otherwise may restrict Optionee’s
ability to transfer such Stock, if and to the extent necessary to comply
with,
or facilitate the Company’s compliance with, federal or state securities laws or
any regulations or rules thereunder, or the requirements of the New York
Stock
Exchange or other exchange upon which the Stock is listed or approved for
listing. The provisions of this Section shall terminate upon the
occurrence of an Acceleration Date described in Section 3(c) above.
Section
9. LIMITATION ON RIGHTS IN COMPANY
STOCK. Neither Optionee nor his or her executor or
administrator, legatees or distributees, as the case may be, shall have
any of
the rights of a stockholder with respect to shares of Stock covered by
the
Options until shares of Stock are issued to him, her or them upon exercise
of
the Options.
Section
10. LIMITATIONS ON TRANSFERS. The Options
shall not be transferable by Optionee otherwise than by will or by the
laws of
descent and distribution. If, at the time of exercise, the Options
continue to be Incentive Stock Options, the certificate representing the
shares
of Stock issued upon exercise of the Options shall not be issued in the
name of
a nominee for the Optionee, and may be legended, as required by the Company,
to
prevent transfer into the name of a nominee; provided, however, that the
restrictions stated in the legend shall terminate no later than the expiration
of the restrictions on disposition of such shares specified in Section
422(a)(1)
of the Code.
Section
11. NO RIGHT TO EMPLOYMENT OR FUTURE
AWARDS.
(a) Nothing
in this Agreement or the Plan shall confer on the Optionee any right or
expectation to continue in the employ of his/her Employer or the Company,
or to
interfere in any manner with the absolute right of the Employer or the
Company
to change or terminate the Optionee’s employment at any time for any reason or
no reason.
(b) The
Optionee recognizes that the Committee, in making this award of Options,
is
acting within its discretion under the Plan and is under no obligation
to make
any
5
other
award to
Optionee at any subsequent date.
Section
12. DEFINITIONS. The following words and
phrases, as used in this Agreement, shall have the following
meanings:
(a) “Act”
means the Securities Exchange Act of 1934, as amended from time to
time.
(b) For
the purposes of this Agreement, a “Change in Control” shall occur
if:
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(i)
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Any
Person
directly or indirectly becomes the beneficial owner (within the
meaning of
Rule 13d-3 under the Act) of more than 30% of the Company’s then
outstanding voting securities (measured on the basis of voting
power);
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(ii)
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The
Company
merges or consolidates with any other corporation, other than
a merger or
consolidation resulting in the voting securities of the Company
outstanding immediately prior thereto representing at least 50%
of the
combined voting power of the voting securities of the Company,
the other
corporation (if such corporation is the surviving corporation)
or the
parent of the Company or the other corporation, in each case
outstanding
immediately after such merger or consolidation;
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(iii)
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Continuing
Directors cease to represent a majority of the Board of Directors;
or
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(iv)
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The
stockholders of the Company approve a plan of complete liquidation
of the
Company or the Company sells or disposes all or substantially
all of its
assets.
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For
purposes of
this Section 12(b), “Person” shall have the meaning given in Section 3(a)(9) of
the Act, as modified and used in Sections 13(d) and 14(d) thereof. A
Change in Control shall not be considered to have occurred pursuant to
subsection (b)(i) above if the Person holding the voting securities (1)
has
acquired such voting securities directly from the Company, (2) is the Company
or
any of its Subsidiaries, (3) is a trustee or other fiduciary holding voting
securities under an employee benefit plan of the Company or any of its
Subsidiaries, (4) is an underwriter temporarily holding the voting securities
in
connection with an offering thereof, or (5) is a corporation owned, directly
or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of Company stock. For purposes
of this section, “Continuing Directors” shall mean the directors on the Grant
Date hereunder and any other director whose appointment, election or nomination
for election by the stockholders is subsequently approved by a vote of
at least
two-thirds of the Continuing Directors at such time.
(c) “Code”
means the Internal Revenue Code of 1986, as amended.
(d) “Disability”
means the condition of being “disabled” within the meaning of Section 422(c)(6)
of the Code, or any successor to such Section.
(e) “Employer”
means the Company or that Subsidiary or Affiliate of the Company which
employs
the Optionee.
6
(f) “Reporting
Person” as of a given date, means an Optionee who would be required to report a
purchase or sale of Stock occurring on such date to the Securities and
Exchange
Commission pursuant to Section 16(a) of the Act and the rules and regulations
thereunder.
(g) “Required
Withholding Taxes” means, in connection with the exercise or other taxable event
relating to the Options, the total amount of federal and state income taxes,
social security taxes, and other taxes which the Employer of the Optionee
is
required to withhold.
(h) “Retirement”
means voluntary termination of employment from the Company, a Subsidiary
or an
Affiliate (i) after an individual attains age sixty (60); or (ii) after
completion of twenty (20) years of service with the Company and/or its
Subsidiaries or Affiliates.
(i) “Rule
16b-3” means Rule 16b-3 (as amended from time to time) promulgated by the
Securities and Exchange Commission under the Act, and any successor
thereto.
(j) “Section
409A” means Section 409A of the Code, including the regulations and other
authoritative official guidance thereunder.
Other
capitalized
terms not defined in this Agreement shall have the meanings given in the
Plan.
Section
13. RULE 16b-3. If and as long as
Optionee is a Reporting Person, he or she shall not act with respect to
the
Options in a manner which, in the Company’s or Committee’s judgment, would
contravene any requirement of Rule 16b-3 as in effect at the time of such
action, except with the written consent of the Company or the
Committee.
Section
14. AMENDMENTS. This Agreement may be
amended in writing by mutual agreement of the Company and Optionee, provided
that the Company may amend this Agreement unilaterally (i) if the amendment
does
not adversely affect or impair the rights of the Optionee, (ii) if the
Company
determines that the amendment is necessary to comply with Rule 16b-3, (iii)
if
the Company determines that, without the amendment, the Company's deduction
with
respect to such benefits would be limited or eliminated by application
of
Section 162(m) of the Code, or (iv) if the Company determines that the
amendment
is necessary in order to comply with Section 409A or to otherwise avoid
imposition of any additional tax or income recognition under Section
409A. The Company shall give notice to the Optionee of any such
unilateral amendment either before or promptly after the effective date
thereof. Notwithstanding the foregoing, no amendment shall be made
unilaterally if at that time the Options continue to be Incentive Stock
Options
and if such amendment would cause the Options to become Non-Qualified Stock
Options.
Section
15. NO RESTRICTION ON RIGHT OF COMPANY TO EFFECT CORPORATE
CHANGES. Neither the Plan nor this Agreement shall affect or
restrict in any way the right or power of the Company or its stockholders
to
make or authorize any adjustment, recapitalization, reorganization or other
change in the capital structure or business of the Company, or any merger
or
consolidation of the Company, or any issue of stock or of options, warrants
or
rights to purchase stock or of bonds, debentures, preferred or prior preference
stocks whose rights are superior to or affect the Stock or the rights thereof
or
which are convertible into or exchangeable for Stock, or the dissolution
or
liquidation of the Company, or any other corporate act or proceeding, whether
of
a similar character or otherwise.
Section
16. NO GUARANTEE OF
TAX CONSEQUENCES. Neither the Company nor any other Employer
nor the Committee makes any commitment or guarantee with respect to the
federal,
state, or local tax treatment applicable to the Options.
7
Section
17. INTERPRETATION. It is intended that
the Options granted herein shall in all respects be subject to and governed
by
the provisions of the Plan and that, when granted, they shall meet the
requirements of the “incentive stock option” provisions presently embodied in
Section 422 of the Code. This Agreement shall in all respects be so
interpreted and construed as to be consistent with this intention. If
the Options cease meeting the requirements of the incentive stock option
provisions in Section 422 of the Code, they shall become “Non-Qualified Stock
Options” as defined in the Plan.
Section
18. ELECTRONIC DELIVERY AND
SIGNATURES. Optionee hereby consents and agrees to
electronic delivery of any Plan documents, proxy materials, annual reports
and
other related documents. Optionee hereby consents to any and all
procedures that the Company has established or may establish for an electronic
signature system for delivery and acceptance of Plan documents (including
documents relating to any programs adopted under the Plan), and agrees
that his
or her electronic signature is the same as, and shall have the same force
and
effect as, his or her manual signature. Optionee consents and agrees
that any such procedures and delivery may be effected by a third party
engaged
by the Company to provide administrative services related to the Plan,
including
any program adopted under the Plan.
Section
19. COMMITTEE AUTHORITY. The Committee
will have the power and discretion to interpret this Agreement and to adopt
such
rules for the administration, interpretation and application of the Agreement
as
are consistent with the Plan and this Agreement, and to interpret or revoke
any
such rules, including, but not limited to, the determination of whether
or not
any Options have vested or shall be forfeited. All actions taken and
all interpretations and determinations made by the Committee in good faith
will
be final and binding upon the Optionee, the Company and all other interested
persons. No member of the Committee will be personally liable for any
action, determination or interpretation made in good faith with respect
to this
Agreement.
Section
20. GOVERNING LAW. This Agreement and any
other document delivered hereunder shall be construed in accordance with
and
governed by the laws of the state of Missouri without regard to the principles
of conflicts of law. Each party hereto submits to the exclusive
jurisdiction of the Circuit Court for the County of St. Louis, State of
Missouri
(“County Court”) residing in St. Louis County for purposes of all legal
proceedings (including, but not limited to, actions to compel
arbitration under the provisions of this Agreement) arising out of or relating
to this Agreement or the transactions contemplated hereby. In the
event that the County Court is for any reason not available for purposes
of any
such legal proceeding, then each party hereto submits to the exclusive
jurisdiction of the United States District Court for the Eastern District
of
Missouri, Eastern Division (St. Louis). Each party hereto irrevocably
waives, to the fullest extent permitted by law, any objections that either
party
may now or hereafter have to the aforesaid venue, including without limitation
any claim that any such proceeding brought in either such court has been
brought
in an inconvenient forum, provided however, this provision shall not limit
the
ability of either party to enforce the other provisions of this
Section.
Section
21. AGREEMENT TO ARBITRATE
CLAIMS. Optionee and the Company acknowledge and agree that
any and all disputes relating to or arising out of this Agreement shall
be
resolved through binding arbitration under the procedures specified by
the
Company’s Dispute Resolution Program (DRP). The results of said
arbitration shall be final and binding on both Optionee and the
Company. Each party may enforce this Section. Each party
hereto irrevocably waives, to the fullest extent permitted by law, any
and all
rights to a jury trial.
Section
22. ENFORCEABILITY; MODIFICATION; CONFORMITY WITH LOCAL
LAWS. Notwithstanding any other provision of this Agreement,
the Company and Optionee agree that: (a) if for any reason any provision
of this
Agreement is determined to be legally invalid or unenforceable,
8
the
validity of the
remainder of the Agreement will not be affected and such provision will
be
deemed modified to the minimum extent necessary to make such provision
consistent with applicable law and, in its modified form, such provision
will
then be enforceable and enforced, (b) to the extent the laws of the country
or
province (other than the United States or its states) of which Optionee
is a
citizen or resident (“Local Laws”) require this Agreement to contain a
provision, whether it be a covenant,
restriction, prohibition, or otherwise, that provision shall be
deemed included in this Agreement; and (c) the provisions of this Agreement
shall be deemed changed to the extent necessary to ensure compliance by
the
Company and Optionee with all Local Laws governing taxation. This
Agreement may be restated by the Company after the Grant Date to reflect
the
changes provided in this Section, and also may be restated by the Company
in a
language other than English even if not required by Local
Laws. Optionee’s consent to any such changes or restatements shall be
required only to the extent required by Local Laws or by the
Company.
9