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EX-10.1
ANHEUSER-BUSCH COMPANIES, INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Amended and Restated as of January 1, 1997)
The Deferred Compensation Plan For Non-Employee Directors,
originally effective June 24, 1981, amended and restated in is
entirety effective July 24, 1981, April 2, 1987, February 22,
1989, and amended from time to time since February 22, 1989,
is hereby amended and restated in its entirety, effective
January 1, 1997.
1. Definitions
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(a) "Board" - the Board of Directors of the Company.
(b) "Cash Account" - each account being administered for
the benefit of a Participant pursuant to section 5 below.
(c) "Company" - Anheuser-Busch Companies, Inc.
(d) "Compensation" - any retainer, meeting and committee
fees, or any similar fee to which a Non-Employee Director is
entitled for services performed.
(e) "Credited Shares" - the shares of the Company s
common stock which, for accounting purposes only, are to be
credited to a Participant's Share Account from time to time.
At no time shall Credited Shares be considered as actual
shares of common stock and a Participant shall have no rights
as a stockholder with respect to the Credited Shares.
(f) "Deferred Amount" - Compensation deferred by a
Participant under the Plan together with all interest,
dividends or other amounts credited to a Participant s
account(s) pursuant to the provisions of the Plan.
(g) "Market Value" - the mean between the high and low
price per share of the Company's common stock, as reported on
the New York Stock Exchange, for the last business day of a
calendar month.
(h) "Non-Employee Director" - any duly elected or
appointed member of the Board who is not an employee of the
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Company or of any subsidiary of the Company, including for
this purpose any Advisory Member or any Member Emeritus.
(i) "Participant" - any Non-Employee Director who elects
hereunder to defer payment by the Company of any or all
Compensation to which he/she may be entitled and any Non-
Employee Director entitled to a benefit under the Plan
pursuant to section 9 below.
(j) "Plan" - the Anheuser-Busch Companies, Inc. Deferred
Compensation Plan For Non-Employee Directors.
(k) "Prime Rate" - The annual prime interest rate
published by The Boatmen's National Bank of St. Louis or its
successor.
(l) "Rate/Term" - one or more combinations of interest
rates and time periods which shall apply to Compensation
allocated to Participants Cash Accounts for a calendar year
pursuant to section 5 below.
(m) "Secretary" - the duly elected Secretary of the
Company.
(n) "Share Account" - each account being administered
for the benefit of a Participant pursuant to section 6 below.
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, procedures 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 without the prior approval of the
Board. Neither the Secretary nor any member of the Board shall
be liable for any act or determination made in good faith.
Notwithstanding the foregoing, the Secretary shall have
complete power from time to time to adopt, amend, and rescind
such rules as the Secretary shall deem necessary, appropriate,
or prudent in order to comply with or avoid liability under
Section 16 of the Securities Exchange Act of 1934, as amended,
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or the rules promulgated thereunder from time to time. Without
limiting the generality of such authority, the Secretary may
adopt, amend, and rescind rules which may have the effect of
adding to, deleting from, or otherwise modifying the terms of
the Plan in any respect, provided only that the Secretary in
good faith determines that such rules are reasonably likely to
further the objective of complying with or lawfully avoiding
liability under Section 16 or the rules thereunder. In
addition, from time to time the Secretary may (but need not)
adopt, amend, and rescind rules which relax Plan restrictions
on the timing or frequency of actions by Plan Participants if
and to the extent the Secretary determines that such
restrictions no longer are necessary to conform the Plan to
any applicable legal requirements and no longer are
appropriate to the prudent and convenient administration of
the Plan. Any rules adopted, amended, or rescinded by the
Secretary hereunder shall become effective at such times as
the Secretary may determine, without approval or other action
by the Board of Directors of the Company. The Secretary shall
notify the Board promptly of any rules adopted, amended, or
rescinded hereunder. The Board at all times shall retain the
power to annul in whole or part any action taken by the
Secretary hereunder.
3. Elections under the Plan
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The following types of election shall be available under
the Plan:
(a) (1) Each Non-Employee Director who desires to
participate in the Plan for a calendar year shall execute and
deliver to the Secretary before the beginning of the calendar
year an appropriate election designating the portion of
Compensation for the calendar year to be deferred.
(2) An individual who becomes a Non-Employee
Director after the beginning of a calendar year may make an
initial election for the calendar year within 30 days after
the individual becomes a Non-Employee Director, effective as
of the first day of the month coincident with or next
following the date the election is filed.
(3) After the initial election, a Participant s
failure to execute and deliver such an election before the
beginning of a calendar year shall be deemed an election to
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continue to defer Compensation in accordance with the election
in effect for the immediately prior calendar year.
(b) (1) Coincident with the initial election provided
for in section 3(a), a Participant shall execute and deliver
to the Secretary an appropriate election designating the
portion of the Participant's future Compensation to be
deferred that shall be allocated to the Cash Account and the
Share Account respectively, and may make such an election from
time to time thereafter with respect to future deferrals in
the same manner.
(2) A Participant may elect to transfer existing
Deferred Amounts between the Cash Account and the Share
Account from time to time as provided for in section 7.
(c) Each Participant for whom a Cash Account is
maintained at any time during a calendar year shall execute
and deliver to the Secretary an appropriate election
designating the Rate/Term combinations which shall apply to
the amounts in the Participant's Cash Account as provided for
in section 5 for the calendar year.
(d) (1) Coincident with the initial election provided
for in section 3(a), a Participant shall execute and deliver
to the Secretary an appropriate election designating the date
of commencement and form of distribution of the Participant s
Deferred Amounts authorized in section 8(b).
(2) In addition, a Participant may from time to
time execute such an election designating a later date of
commencement and/or a longer payment period for all or any
portion of the Participant's existing Deferred Amounts and/or
the Participant's Compensation to be deferred in the future,
provided that no such election with respect to existing
Deferred Amounts shall be valid unless it is executed and
received by the Secretary at least one year prior to the date
of commencement then on file with the Secretary and at least
one year prior to the date the Participant's service on the
Board is scheduled to end (including service as an Advisory
Member or Member Emeritus).
(e) (1) Any election under this section 3 shall be
effective on and after the first day of the month next
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following the month in which the election form is received by
the Secretary or such later date as may be specified on the
election form, except with respect to transfers between the
Cash Account and the Share Account, which shall be effective
at the end of the month in which the election form is received
by the Secretary as provided for in section 7(b).
(2) The receipt by the Secretary of a new election
form shall constitute a revocation of any previously filed
inconsistent election, provided that a Participant shall not
be able to change the election provided for in section 3(a)
before the first day of the following calendar year and a
Participant shall not be able to change the elections provided
for in section 3(b) before the later of the first day of the
following calendar year or the expiration of the fixed Term,
if any, that the Participant chose for any Deferred Amounts
subject to the election, as provided for in section 5.
(3) No election to change the amount or percentage
of Compensation a Participant elects to defer shall be
retroactively effective.
4. Accounting
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(a) The Company shall establish on its books appropriate
bookkeeping accounts for each Participant which will
accurately reflect the Deferred Amount in each account of a
Participant.
(b) The Secretary shall furnish each Participant with
a statement of the Deferred Amount in each account promptly
following the end of each calendar year.
5. Cash Account
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(a) Each Participant's Cash Account shall consist of all
of the Deferred Amounts credited pursuant to a specific
election to defer, a valid transfer from the Participant s
Share Account, or an election by the Participant pursuant to
section 9, if any.
(b) Crediting of interest on Deferred Amounts in a
Participant's Cash Account shall be governed by this section
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(c) (1) Before the beginning of each calendar year, the
Company shall offer one or more Rate/Term combinations.
(2) The fixed Rates and Terms for each calendar
year shall be determined by the Chief Financial Officer of the
Company and shall be identical to the Rates and Terms
available for the calendar year under the Anheuser-Busch
Executive Deferred Compensation Plan.
(3) A fixed Term elected by a Participant need not
be limited to the deferral period for the amount subject to
the Term elected. For example, a Participant may elect a 10-
year Term for an amount that will become payable after 5
calendar years.
(4) In addition to any fixed Rate/Term combinations
provided for in this section 5(c), the Prime Rate shall be
offered to Participants for each calendar year. Deferred
Amounts subject to the Prime Rate shall be credited as of the
end of each calendar quarter with an amount equal to the
product of one-fourth of the Prime Rate in force at the end of
that calendar quarter, multiplied by the average daily balance
of such Deferred Amounts for that calendar quarter.
(5) All fixed Terms shall commence on a January 1
and expire on a December 31. If a Participant executes and
delivers a Rate/Term election for a calendar year before the
beginning of the calendar year, it shall become effective as
of January 1 of such calendar year. If a Participant does not
execute and deliver the appropriate election form before the
beginning of a calendar year, the Participant shall be deemed
to have elected that any amounts subject to such an election
as of the beginning of the calendar year be subject to the
Prime Rate. As to any portion of a Participant's Cash Account
subject to the Prime Rate as of the beginning of a calendar
year, the Participant may make a Rate/Term election effective
as of the first day of any succeeding calendar month during
the calendar year. For example: (i) if before January 1,
1995, a Participant elects a combination of a 3-year Term and
a 3% Rate for 1995, the 3% Rate shall apply to affected
Deferred Amounts from January 1, 1995 through December 31,
1997; (ii) if a Participant elects the Prime Rate as of
January 1, 1995 and then a combination of a 3-year Term and a
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3% Rate as of April 1, 1995, the Prime Rate shall apply to
affected Deferred Amounts from January 1, 1995 through March
31, 1995, and the 3% Rate shall apply to affected Deferred
Amounts from April 1, 1995 through December 31, 1997; and
(iii) if a Participant makes no Rate/Term election for any
portion of a calendar year, the affected Deferred Amounts
shall be subject to the Prime Rate for the entire calendar
year.
(d) (1) Each Participant shall elect among the
Rate/Term combinations available under section 5(c) which
shall apply to the Participant's Compensation allocated to the
Participant's Cash Account for the calendar year, to all
Deferred Amounts allocated to the Participant's Cash Account
in prior calendar years which were subject to the Prime Rate
as of the prior December 31, and to other Deferred Amounts
allocated to the Participant's Cash Account in prior calendar
years as to which the previous Terms expired on December 31 of
the prior calendar year.
(2) The number of Rate/Term combinations a
Participant may select for a calendar year shall not exceed
the number of Rate/Term combinations a participant may select
under the Anheuser-Busch Executive Deferred Compensation Plan
for the same calendar year.
(e) Interest shall accrue on the Deferred Amounts of a
Participant for each calendar year in accordance with the
Participant's elections as provided for in this section 5
until payment becomes due with respect to such amounts.
6. Share Account
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(a) Each Participant's Share Account shall consist of
all of the Deferred Amounts credited pursuant to a specific
election to defer, a valid transfer from the Participant s
Cash Account or an election by the Participant pursuant to
section 9, if any. Any amount credited to a Share Account in
a calendar month shall be converted, as of the end of that
calendar month, into the maximum whole number of Credited
Shares that the amount so credited could have purchased at the
then Market Value.
(b) As of the end of the calendar month during which the
Company pays any dividend on its common stock, either in cash
or property other than its common stock, a Share Account shall
be credited with an amount equal to the cash dividend per
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share or the value per share (as conclusively determined by
the Board), of the dividend in property other than its common
stock, times the Credited Shares in the Share Account on the
dividend record date. The amount so credited will be converted
into the maximum whole number of Credited Shares that the
amount so credited could have purchased at the then Market
Value. If the Company pays any stock dividend, a Share Account
shall be credited, as of the end of the calendar month during
which the stock dividend is paid, with an amount equal to the
stock dividend declared times the Credited Shares in the Share
Account on the dividend record date.
(c) If any distribution other than a dividend is made
on, or with respect to, the Company's common stock, or in the
event of a stock split, recapitalization or other adjustment
of the Company's common stock, an appropriate adjustment shall
be made to the number of Credited Shares in a Share Account or
to the cash credited to the Share Account on the same basis as
would have been made had the Credited Shares then been
actually issued and outstanding on the record date. The Board
shall resolve any questions as to the appropriateness of any
such adjustment, including, but not limited to, values and
exchange ratios, and its determination shall be binding and
conclusive.
(d) All conversions into Credited Shares under
subsections 6(a) through (c) above shall be made in full
shares. Amounts not so converted shall be carried as excess
cash in a Share Account and shall be added to any additional
amounts subsequently available for conversion.
7. Election to Transfer
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(a) Subject to any rules promulgated by the Secretary
pursuant to section 2, a Participant may transfer from time
to time:
(1) all or any portion of any Deferred Amount from the
Share Account to the Cash Account, or
(2) all or any portion of any Deferred Amount then
invested either at the Prime Rate or for a Term that expires
on the effective date of the election to transfer from the
Cash Account to the Share Account, by executing and delivering
to the Secretary the appropriate election form. A Participant
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may make such an election to transfer Deferred Amounts that
then remain payable to the Participant under the Plan,
including the period after termination of service as a Non-
Employee Director (including service as an Advisory Member or
Member Emeritus) and any period of payment in installments.
If a Participant elects to transfer any portion of any
Deferred Amount from the Share Account to the Cash Account,
the Participant may make a Rate/Term election with respect to
the amount transferred incident to the election to transfer.
(b) A transfer shall be effective as of the end of the
calendar month in which the election is received by the
Secretary and shall be based on the Market Value of the
Credited Shares for the month during which the election is
made.
(c) An election to transfer shall not affect any current
elections to defer. No transfer may change either the date
distribution is to commence or the form of distribution with
respect to the Deferred Amount being transferred.
8. Distribution
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(a) Except in the case of the death of a Participant,
distribution shall commence as of the first day of the
calendar quarter coincident with or next following the date
specified by the Participant.
(b) Except in the case of the death of the Participant,
payment of the amount in each deferred compensation account
shall be either in the form of a lump sum or approximately
equal quarterly installments over a period not to exceed ten
(10) years as selected by the Participant; provided, if
payment is made in installments and the Participant has both
a Cash Account and a Share Account subject to the distribution
as of the date of payment of any installment, the installment
shall be paid pro rata from the Cash Account and the Share
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Account.
(c) In the event of the Participant's death prior to the
date specified for distribution of any account, or after
distribution to the Participant has commenced but before full
distribution of any account has been made, the then remaining
balance in each account shall be paid in a lump sum to the
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beneficiary or contingent beneficiary designated by the
Participant, or to the estate of the deceased Participant if
there is no surviving beneficiary or contingent beneficiary.
In either such event the lump sum payment shall be made as of
the first day of the calendar quarter following the
Participant's date of death. A Participant may change the
beneficiary or contingent beneficiary from time to time by
filing with the Secretary a written notice of such change;
provided, however, no such notice of change of beneficiary
shall be effective unless it had been received by the
Secretary prior to the date of the Participant's death.
9. Amounts Attributable to the Non-Employee Directors
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Retirement Program.
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(a) Any Participant who was a Non-Employee Director as
of January 1, 1996 (including any former Non-Employee Director
then serving as an Advisory Member) shall be eligible for a
benefit under the Plan, in addition to any other amounts due
the Participant under the Plan, determined as follows:
(1) The present value as of January 1, 1996 of an
annuity commencing as of the first day of the month following
the Participant's expected retirement date, payable monthly,
equal to 1/12th of the annual fee for Non-Employee Directors
in effect as of January 1, 1996, shall be determined, applying
the interest rate and mortality assumptions in use under the
Anheuser-Busch Companies, Inc. Supplemental Executive
Retirement Plan as of January 1, 1996.
(2) Effective as of January 1, 1996, the amount so
determined shall be allocated to the Participant's Cash
Account and/or Share Account under the Plan, in such
proportions as the Participant elects, and shall be subject
to the adjustments in value provided for in sections 5 and 6
of the Plan; provided that any amount allocated to the Cash
Account shall be subject to the Prime Rate and shall not be
subject to any fixed Rate/Term election available with respect
to other amounts allocated to the Cash Account until January
1, 1997, whereupon the amount shall be subject to all
provisions of sections 5, 6 and 7 of the Plan.
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(3) Effective as of January 1, 1996, the
Participant shall elect a form of payment described in section
8(b) with respect to this amount.
(4) As of the first day of the month following the
date the Participant leaves service as a Non-Employee Director
(including service as an Advisory Member or Member Emeritus),
the total amount then allocated pursuant hereto to the
Participant's Cash Account and Share Account shall become
payable in the form elected by the Participant. The
Participant may not change the date of commencement of payment
of the amount subject to this section 9, but may elect a
longer payment period as provided for in section 3(d)(2).
(5) In the event of a Participant's death before
payment of the amount provided for hereunder is complete, the
then remaining balance of the amount due hereunder shall be
paid as provided for in section 8(c); provided: (i) the
Participant shall make a separate primary beneficiary and
contingent beneficiary designation with respect to the amount
due hereunder; (ii) a Participant may change the separate
primary beneficiary or contingent beneficiary from time to
time with respect to any payment due after death hereunder in
the manner provided for generally in section 8(c); and (iii)
if there is no surviving primary beneficiary or contingent
beneficiary designated under the separate beneficiary
designation provided for in this section 9(a)(5), the amount
due hereunder shall be paid in accordance with the
Participant's general beneficiary designation under section
8(c), if any, or if none, to the Participant's estate.
(b) Except as expressly provided in this section 9, the
generally applicable provisions of the Plan shall apply to
amounts allocated to the Cash Account and the Share Account in
accordance with this section 9.
10. Miscellaneous
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(a) The Board may amend or terminate this Plan at any
time; however, any amendment or termination of this Plan shall
not affect the rights of Participants or beneficiaries to
payment, in accordance with section 8 of this Plan, of amounts
credited to Participants' accounts hereunder at the time of
such amendment or termination.
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(b) This Plan does not create a trust in favor of a
Participant, his/her designated beneficiary or beneficiaries,
or any other person claiming on his/her behalf, and the
obligation of the Company is solely a contractual obligation
to make payments due hereunder. In this regard, the balance in
any account shall be considered a liability of the Company and
the Participant's right thereto shall be the same as any
unsecured general creditor of the Company. Neither the
Participant nor any other person shall acquire any right,
title, or interest in or to any Deferred Amount outstanding
under the Plan other than the actual payment of such Deferred
Amount in accordance with the terms of the Plan.
(c) No right or benefit under this Plan shall be subject
to anticipation, alienation, sale, assignment, pledge,
encumbrance or change, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or change the same
shall be void. No right or benefit hereunder shall in any
manner be liable for or subject to the debts, contracts,
liabilities or torts of the person entitled to such benefit.
If any Participant or beneficiary shall become bankrupt or
attempt to anticipate, alienate, sell, assign, pledge,
encumber or change any right or benefit hereunder, then such
right or benefit shall, in the discretion of the Board, cease
and terminate; and in such event, the Company may hold or
apply the same or any part thereof for the benefit of the
Participant or his/her beneficiary, his/her spouse, children
or other dependents, at any time and in such proportion as the
Board may deem proper. Any statement to the contrary
notwithstanding, the Company may apply any Deferred Amount to
satisfy, in whole or in part, any indebtedness of a
Participant to the Company.
(d) Construction of the Plan shall be governed by the
laws of Missouri.
(e) The terms of the Plan shall be binding upon the
heirs, executors, administrators, personal representatives,
successors and assigns of all parties in interest.
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(f) The headings have been inserted for convenience only
and shall not affect the meaning or interpretation of the
Plan.
(g) Each Participant shall submit to the Secretary
his/her current mailing address. It shall be the duty of each
Participant to notify the Secretary of any change of address.
In the absence of such notice, the Secretary shall be entitled
for all purposes to rely on the last known address of the
Participant.
(h) Any amount payable to or for the benefit of a minor,
an incompetent person or other person incapable of receipting
therefor shall be deemed paid when paid to such person's
guardian or to the party providing or reasonably appearing to
provide for the care of such person, and such payment shall
fully discharge the Company and the Board with respect
thereto.
(i) Nothing in this Plan or any amendment thereto shall
give a Participant, or any beneficiary of a Participant, a
right not specifically provided therein. Nothing in this Plan
or any amendment thereto shall be construed as giving a
Participant the right to be retained as a member of the Board.
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