1
UK ADDENDUM TO THE
THE ANHEUSER-BUSCH COMPANIES, INC. 1998 INCENTIVE STOCK PLAN
RULES FOR INLAND REVENUE APPROVED GRANTS FOR
ELIGIBLE PERSONS IN THE UNITED KINGDOM
Adopted by the Company on 23 November 1999
Approved by the Board of the Inland Revenue on:
Inland Revenue reference no: X20382/RC
PRICEWATERHOUSECOOPERS
PLUMTREE COURT
LONDON EC4A 4HT
2
UK ADDENDUM TO THE
THE ANHEUSER-BUSCH COMPANIES, INC. 1998 INCENTIVE STOCK PLAN
RULES FOR INLAND REVENUE APPROVED GRANTS FOR
ELIGIBLE PERSONS IN THE UNITED KINGDOM
SECTION 1. OVERVIEW
(a) This Addendum to the Anheuser-Busch Companies, Inc. 1998 Incentive Stock
Plan ("the Plan") sets out the rules of The Anheuser-Busch Companies,
Inc. 1998 Incentive Stock Plan Inland Revenue Approved Sub-Plan for the
United Kingdom ("the Sub-Plan"). The Sub-Plan is intended to be approved
by the Board of the Inland Revenue under Schedule 9 to ICTA 1988.
(b) Anheuser-Busch Companies, Inc. ("the Company") has established the Sub-
Plan under Section 14 of the Plan. The rules of the Plan, in their
present form and as amended from time to time, shall, with the
modifications set out in this UK Addendum, form the rules of the Sub-
Plan. The Sub-Plan shall form part of the Plan and not a separate and
independent plan. In the event of any conflict between the rules of the
Plan and this UK Addendum, the UK Addendum shall prevail.
(c) Notwithstanding Section 2 (ii) of the Plan, no Awards of cash may be
made either under this Sub-Plan or in lieu of delivering shares of Stock
on exercise of any UK Approved Option granted under this Sub-Plan.
(d) The purpose of the Sub-Plan is to enable the grant to, and subsequent
exercise by, employees and directors in the United Kingdom, on a tax
favoured basis, of options to acquire shares in the Company under the
Plan.
SECTION 2. MAXIMUM NUMBER OF SHARES
(a) For the avoidance of doubt, shares of Stock which may be issued pursuant
to Awards under the Plan shall include shares of Stock placed under an
Approved UK Option granted under the Sub-Plan for the purposes of
Section 2 of the Plan.
(b) The shares of Stock pursuant to an Award of UK Approved Options granted
under the Sub-Plan shall form part of the Ordinary Share Capital of the
Company and shall at all times comply with the requirements of
paragraphs 10 to 14 of Schedule 9 to ICTA 1988.
SECTION 3. ELIGIBILITY
(a) Notwithstanding Section 3 of the Plan, a director of the Company or a
Subsidiary or an Affiliate will not be eligible to receive UK Approved
Options unless he is contracted to work at least 25 hours per week for
the Company and or any of its Subsidiaries
1
3
(exclusive of meal breaks).
(b) The companies participating in the Sub-Plan shall be the Company and any
company Controlled by the Company which has been nominated by the
Company to participate in the Sub-Plan.
SECTION 4. GENERAL PROVISIONS RELATING TO AWARDS
(a) An option granted under the Sub-Plan shall be granted under and subject
to the rules of the Plan as modified by this UK Addendum.
(b) Any terms, restrictions or conditions imposed upon the grant of a UK
Approved Option by the Committee under Section 4(a) of the Plan shall
be:
* objective;
* such that, once satisfied, the exercise of the UK Approved Option is
not subject to the discretion of any person; and
* stated on the Date of Grant.
(c) Notwithstanding Section 4(b) of the Plan, Stock Appreciation Rights may
not be granted as alternatives to UK Approved Options granted under this
Sub-Plan.
(d) An Award Document issued in respect of a UK Approved Option granted
under the Sub-Plan must state all provisions relating to the vesting or
exercise of that UK Approved Option after termination of employment and
all provisions relating to the circumstances under which a termination
is deemed to occur.
(e) If under Section 4(d) of the Plan, a provision is inserted into an Award
Document issued in respect of a UK Approved Option granted under the
Sub-Plan permitting a Recipient to designate the person who may exercise
an Award after the Recipient's death, such provision must state that the
UK Approved Option may be exercised by such designated person at any
time during the twelve month period following the Recipient's death and
only if the exercise occurs within ten years from the Date of Grant, and
if not so exercised, the UK Approved Option shall lapse immediately.
(f) A UK Approved Option shall be personal to the Eligible Person to whom it
is granted and, subject to Section 4(d) of the Plan, shall not be
capable of being transferred, charged or otherwise alienated and shall
lapse immediately if the Recipient purports to transfer, charge or
otherwise alienate the UK Approved Option.
(g) Section 4(g) of the Plan is disapplied for the purpose of the Sub-Plan.
(h) If an event occurs as a result of which the Committee considers that a
performance target or other condition imposed on the exercise of a UK
Approved Option is no longer appropriate, the Committee may amend an
Award Document in respect of that UK Approved Option by substituting,
varying or waiving under Section 4(h) of the
2
4
Plan the performance target or condition, provided that any such
substitution, variation or waiver shall:
* be reasonable in the circumstances;
* produce a fairer measure of performance and be neither materially
more nor less difficult to satisfy; and
* be approved beforehand by the Board of Inland Revenue.
(i) Subject to Rule 4(h) of this Sub-Plan, no other amendments may be made
Under Section 4(h) of the Plan to an Award Document issued in respect
of a UK Approved Option granted under the Sub-Plan.
SECTION 5. OPTIONS AND SARS
(a) The amount payable per share of Stock on the exercise of a UK Approved
Option shall not be less than the Fair Market Value of a share of Stock
on the Date of Grant and shall be stated on the Date of Grant.
(b) Notwithstanding Section 5(a) of the Plan, Stock Appreciation Rights may
not be granted as alternatives to UK Approved Options granted under this
Sub-Plan.
(c) A UK Approved Option may not be granted earlier than the Approval Date
and a UK Approved Option may not be granted to an individual who is not
an Eligible Person at the Date of Grant. No UK Approved Option shall be
granted to an Eligible Person at a time when the Eligible Person has, or
has had within the preceding twelve (12) months, a Material Interest in
a Close Company which is (i) the Company or (ii) a company which has
control of the Company.
(d) A UK Approved Option may not be granted to an Eligible Person if the
result of granting the UK Approved Option would be that the aggregate
Fair Market Value of the shares subject to all outstanding options
granted to him under the Sub-Plan or any other share option scheme
established by the Company or an Associated Company and approved by the
Board of the Inland Revenue under Schedule 9 to ICTA 1988 (other than a
savings related share option scheme) would exceed sterling 30,000 or
such other limit as may from time to time be specified in paragraph 28
of Schedule 9 to ICTA 1988. For this purpose, the United Kingdom
sterling equivalent of the market value of a share on any day shall be
determined by taking the highest buying price of the bid/offer spread
for that day as shown in the Financial Times.
(e) An Award Document issued in respect of a UK Approved Option granted
under the Sub-Plan shall state:
- that it is issued in respect of a UK Approved Option;
3
5
- the Date of Grant of the UK Approved Option;
- the number of shares of Stock subject to the UK Approved Option;
- the option price under the UK Approved Option;
- any performance target or other condition imposed on the exercise of
the UK Approved Option under Section 4(a) of the Plan; and
- the date(s) on which the UK Approved Option will ordinarily become
exercisable and the provisions determined by the Committee in
relation to the termination of the Recipient's employment under
Section 4(c) of the Plan.
(f) An Award Document issued in respect of a UK Approved Option shall
expressly state that it is issued in respect of a UK Approved Option. An
option which is not so identified shall not constitute a UK Approved
Option.
(g) A UK Approved Option may not be exercised if the Recipient then has, or
has had within the preceding twelve months, a Material Interest in a
Close Company which is the Company or which is a company which has
Control of the Company or which is a member of a Consortium which owns
the Company.
SECTION 6. LIMITED RIGHTS
The provisions contained at Section 6 of the Plan shall not form part of, and
no such rights may be granted under, the Sub-Plan.
SECTION 7. STOCK ISSUANCE, PAYMENT AND WITHHOLDING
(a) The amount due on the exercise of a UK Approved Option shall be paid in
cash or by cheque or banker's draft and may be paid out of funds
provided to the Recipient on loan by a bank, broker or other person.
Notwithstanding Section 7(a) of the Plan, the amount may not be paid by
the transfer to the Company of shares of Stock or any other shares or
securities. The date of exercise of a UK Approved Option shall be the
date on which the Company receives the amount due on the exercise of the
UK Approved Option.
(b) The Company shall, as soon as reasonably practicable and in any event
not later than thirty days after the date of exercise of a UK Approved
Option, issue or transfer to the Recipient, or procure the issue or
transfer to the Recipient of, the number of shares of Stock specified in
the notice of exercise and shall deliver to the Recipient, or procure
the delivery to the Recipient of, a certificate in respect of such
shares of Stock together with, in the case of the partial exercise of a
UK Approved Option, an Award Document in respect of, or the original
Award Document endorsed to show, the unexercised part of the UK Approved
Option, subject only to compliance by the Recipient with the rules of
the Sub-Plan and to any delay necessary to complete or obtain
4
6
- the listing of the shares of Stock on any stock exchange on which
shares of Stock are then listed;
- such registration or other qualification of the shares of Stock
under any applicable law, rule or regulation as the Company
determines is necessary or desirable; or
- the making or provision for the payment or withholding of any
taxes required to be withheld in accordance with any applicable
law in respect of the exercise of the UK Approved Option or the
receipt of the shares of Stock.
(c) All shares of Stock issued on the exercise of a UK Approved Option
shall, as to any voting, dividend, transfer and other rights, including
those arising on a liquidation of the Company, rank equally in all
respects and as one class with the shares of Stock in issue at the date
of such exercise save as regards any rights attaching to such shares of
Stock by reference to a record date prior to the date of such exercise.
SECTION 8. FORFEITURES
(a) Notwithstanding Section 8 of the Plan, a forfeiture may only occur in
the event of a termination of employment and in any event is subject to
the provisions of the Plan as modified by this UK Addendum and the terms
of the Award Document issued in respect of the UK Approved Option.
(b) Where, under the provisions of the Plan as modified by this UK Addendum
and the terms of the Award Document issued in respect of the UK Approved
Option, a forfeiture is required, except in the case where employment
is terminated as a result of redundancy (within the meaning of the
Employment Rights Act 1996) the Committee retain the discretion to
instead permit exercise of the UK Approved Option within the period of
ninety days from the date of termination of employment.
(c) Notwithstanding Section 8 of the Plan, the term "forfeiture" shall not
include the recapture of Stock issued or other economic benefits derived
from the exercise of a UK Approved Option.
SECTION 9. ADJUSTMENTS AND ACQUISITIONS
(a) Notwithstanding Section 9(a) of the Plan, no adjustment may be made to a
UK Approved Option unless approval has been given for such adjustment by
the Board of the Inland Revenue.
(b) The following words at Section 9(a) of the Plan
"Alternatively to (i) and (iii), if there is an Adjustment Event and the
Committee deems it appropriate, it may provide for cash payments to
holders of outstanding Awards"
5
7
are disapplied for the purposes of this Sub-Plan.
(c) Section 9 of the Plan is replaced with the following provisions 9(d),
(e), (f) and (g) below for the purposes of the Sub-Plan:
"9(d)(i) EXCHANGE OF OPTIONS
If a company ("Acquiring Company") obtains Control of the Company as a
result of making:
1. a general offer to acquire the whole of the issued ordinary
share capital of the Company which is made on a condition such
that if it is satisfied the person making the offer will have
Control of the Company; or
2. a general offer to acquire all the shares in the Company of the
same class as the shares of Stock
a Recipient may, at any time during the period set out in Section
9(d)(ii) below by agreement with the Acquiring Company, release his or
her UK Approved Option in whole or in part in consideration of the grant
to him of a new option ("New Option") which is equivalent to the UK
Approved Option but which relates to shares ("New Shares") in:
3. the Acquiring Company;
4. a company which has Control of the Acquiring Company; or
5. a company which either is, or has Control of, a company which is
a member of a Consortium which owns either the Acquiring Company
or a company having Control of the Acquiring Company.
(ii) PERIOD ALLOWED FOR EXCHANGE OF OPTIONS
The period referred to in Section 9(d)(i) above is the period
of six months beginning with the time when the person making the
offer has obtained Control of the Company and any condition subject
to which the offer is made has been satisfied.
(e) Meaning of "equivalent"
The New Option shall not be regarded for the purpose of this Section 9
as equivalent to the UK Approved Option unless
(i) the New Shares satisfy the conditions in paragraphs 10 to 14 of
Schedule 9 to ICTA 1988; and
6
8
(ii) save for any performance target or other condition imposed on the
exercise of the UK Approved Option, the New Option will be
exercisable in the same manner as the UK Approved Option and
subject to the provisions of the Sub-Plan as it had effect
immediately before the release of the UK Approved Option; and
(iii) the total market value, immediately before the release of the UK
Approved Option, of the shares of Stock which were subject to the
UK Approved Option is as nearly as may be equal to the total market
value, immediately after the grant of the New Option, of the New
Shares (market value being determined for this purpose in
accordance with Part VIII of the Taxation of Chargeable Gains Act
1992); and
(iv) the total amount payable by the Recipient for the acquisition of
the New Shares under the New Option is as nearly as may be equal to
the total amount that would have been payable by the Recipient for
the acquisition of the shares of Stock under the UK Approved
Option.
(f) Date of grant of New Option
The date of grant of the New Option shall be deemed to be the same as
the Date of Grant of the UK Approved Option.
(g) Application of Sub-Plan to New Option
In the application of the Sub-Plan to the New Option, where appropriate,
references to "Company" and "shares of Stock" shall be read as if they
were references to the company to whose shares the New Option relates
and the New Shares, respectively, save that in the definition of
"Committee" the reference to "Company" shall be read as if it were a
reference to Anheuser-Busch Companies Inc.
SECTION 10. ACCELERATION AND VESTING
Section 10 of the Plan applies as written to the Sub-Plan.
SECTION 11. ADMINISTRATION
Section 11 of the Plan applies as written to the Sub-Plan.
SECTION 12. AMENDMENT, TERMINATION AND SHAREHOLDER APPROVAL
(a) Notwithstanding section 12(a) and (b) of the Plan, no amendment of the
Sub-Plan shall take effect until it has been approved by the Board of
the Inland Revenue.
(b) No Awards of UK Approved Options may be granted under this Sub-Plan at
any time whilst it does not retain the approval of the Board of the
Inland Revenue.
7
9
SECTION 13. DEFINITIONS
(a) In this Sub-Plan:
(i) the definition of "AWARD" in the Plan is extended to include the
grant of UK Approved Options under this Sub-Plan;
(ii) the definition of "AFFILIATE" is extended to include the words
"... equity interest (other than a Subsidiary) WHICH IS ALSO A
COMPANY UNDER THE CONTROL OF THE COMPANY";
(iii) the definition of "FAIR MARKET VALUE" in the Plan is replaced
with the definition:
"notwithstanding Section 13(n) of the Plan, FAIR MARKET VALUE
means:
(a) in the case of a UK Approved Option granted under the Sub-Plan:
(i) if at the relevant time the Stock is listed on the
New York Stock Exchange the average of the highest and
lowest selling prices per share of Stock reported on the
New York Stock Exchange Composite Tape or similar
quotation service for such date;
(ii) if paragraph (i) does not apply, the market value of a
share of Stock as determined in accordance with Part
VIII of the Taxation of Chargeable Gains Act 1992 and
agreed in advance with the Inland Revenue Shares
Valuation Division on the Date of Grant of the UK
Approved Option or such earlier date or dates as may be
agreed with the Board of the Inland Revenue;
(b) in the case of an option granted under any other share option scheme, the
market value of an ordinary share in the capital of the company
determined under the rules of such scheme for the purpose of the grant of
the option":
(iv) The definition of "OPTION" in the Plan is extended to include a UK
Approved Option;
(v) The definition of "STOCK" in the Plan is extended to include
the words "and means save as provided in paragraph 16.1, a
share in the Company satisfying paragraphs 10 to 14 inclusive
of Schedule 9 to ICTA 1988";
(vi) The definition of "SUBSIDIARY" in the Plan is extended to include
the words "which is under the Control of the Company".
The following definitions also apply for the purposes of the Sub-Plan:
(i) "ACQUIRING COMPANY" means a company which obtains Control of the
Company in the circumstances referred to in Section 9 of this Sub-
Plan;
8
10
(ii) "APPROVAL DATE" means the date on which the Sub-Plan is approved by
the Board of the Inland Revenue under Schedule 9 to ICTA 1988;
(iii) "ASSOCIATED COMPANY" means an associated company as defined in
Section 416 of ICTA 1988.
(iv) "CLOSE COMPANY" means a "close company" as defined in Section 414
of ICTA 1988.
(v) "CONSORTIUM" means the meaning given to that word by Section 187(7)
of ICTA 1988;
(vi) "CONTROL" means "control" as defined in Section 840 of ICTA 1988.
(vii) "DATE OF GRANT" means the date on which a UK Approved Option is
granted to an Eligible Person determined in accordance with Section
4 of the Plan;
(viii) "ELIGIBLE EMPLOYEE" means an Optionee who is employed by any of the
Company, a Subsidiary or Affiliate.
(ix) "ICTA 1988" means the Income and Corporation Taxes Act 1988 of the
United Kingdom.
(x) "MATERIAL INTEREST" means a "material interest" as defined in
Section 187(3) of ICTA 1988.
(xi) "NEW OPTION" means an option granted by way of exchange under
Section 9(d)(i) of the Sub-Plan;
(xii) "NEW SHARES" means the shares subject to a New Option referred to
in Section 9(d)(i) of the Sub-Plan;
(xiii) "ORDINARY SHARE CAPITAL" means the meaning given to that expression
by Section 832(1) of ICTA 1988; and
(xiv) "UK APPROVED OPTION" means a subsisting right to acquire shares of
Stock granted under the Sub-Plan.
(c) In this UK Addendum, unless the context otherwise requires:
(i) words and expressions not defined above have the same meanings as
are given to them in the Plan;
(ii) the rule headings are inserted for ease of reference only and do
not affect their interpretation;
9
11
(iii) a reference to a rule is a reference to a rule in this UK
Addendum;
(iv) the singular includes the plural and vice-versa and the masculine
includes the feminine; and
(v) a reference to a statutory provision is a reference to a United
Kingdom statutory provision and includes any statutory
modification, amendment or re-enactment thereof.
SECTION 14. MISCELLANEOUS
Section 14 of the Plan applies as written to the Sub-Plan.
10