[Anheuser-Busch Companies logo]
Exhibit 10.2
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 Social
GRANTED TO Grant Date Number of Options $ Per Share Security 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 [date], 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 Anehuser-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: [Signature of Vice President] By: [Signature of Optionee]
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FORM NQSO-S.C. 1
[Anheuser-Busch Companies logo]
STANDARD NON-QUALIFIED STOCK OPTION FORM AGREEMENT
(VERSION [DATE], FORM S.C.)
UNDER THE ANHEUSER-BUSCH COMPANIES, INC.
1998 INCENTIVE STOCK PLAN
This Standard Non-Qualified Stock Option Form Agreement (Version
[date], 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 ("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) If, while any Options remain outstanding and
unexercised, an Acceleration Date (as defined in the Plan from time
to time) occurs, the Options shall become immediately exercisable,
and the provisions of Section 7 (relating to forfeitures)
automatically shall lapse.
(c) The Options shall become immediately exercisable on
the date death, Disability or Retirement of the Optionee occurs.
(d) The Committee may accelerate the dates on which the
Options become exercisable at any time and for any reason.
(e) Except as provided in paragraph (g) below, Optionee
shall not exercise the Options unless Optionee has been an employee
of any of the Company, a Subsidiary, or an Affiliate at all times
during the period beginning on the Grant Date and (i) ending on the
day three months before the date of such exercise, or (ii) if
Optionee ceases to be such an employee as a result of Disability,
ending on the day one year before the date of such
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FORM NQSO-S.C. 2
exercise, or (iii) if Optionee ceases to be such an employee as a
result of Retirement, ending on the day five years before the date of
such exercise. If Optionee ceases to be an employee for reasons which
would satisfy both (ii) and (iii), (iii) shall control.
(f) Optionee shall not exercise 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, except if
Optionee ceases to be so employed as a result of death, Disability
or Retirement.
(g) If Optionee dies (i) while employed by any of the
Company, a Subsidiary, or an Affiliate, or within three months
after the date Optionee ceases to be so employed, or (ii) within
one year after the date Optionee ceases to be so employed as a
result of Disability, or (iii) with-in five years after the date of
Optionee's Retirement, the Options may be exercised until the
earlier to occur of the Expiration Date or the date three years
after the date of death, and shall not be exercised thereafter.
(h) The exercisabilty 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.
(i) An individual who is granted a leave of absence by
his/her Employer for any reason shall be considered to remain
employed by the Employer until the leave terminates or a date two
years after the date the leave commenced, whichever occurs first.
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 set forth on the Cover Sheet (the "Expiration
Date"), unless sooner terminated as provided below or sooner
forfeited as provided in Section 7.
(b) The Options shall terminate when they no longer may be
exercised pursuant to Sections 3(e), (f) or (g), 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
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FORM NQSO-S.C. 3
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. 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. Cash
payment shall not be required, however, 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 will make a cash payment to the appropriate taxing
authorities equal to the aggregate value on 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.
(c) Revocation of Tax Election Privilege. Optionee's
privilege of making a Tax Election may be revoked, and this Section
6 along with the rules governing the privilege may be amended, in
whole or in part, at any time, for any reason or no reason, without
notice to Optionee.
Section 7. FORFEITURES. If Optionee voluntarily terminates
employment within two years after the Grant Date (other than as a result of
death, Disability or Retirement), or if Optionee is dismissed from
employment at any time for any reason, the Options shall immediately
terminate and be forfeited to the extent not previously exercised. For
purposes of this Agreement, an Optionee shall be deemed dismissed from
employment if, among other things, he or she no longer is employed 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, division or
similar event.
Section 8. ADJUSTMENTS. In the event of (a) any change in the
outstanding shares of Stock by reason of any stock split, combination of
shares, stock dividend, reorganization, merger, consolidation, or other
corporate change having a similar effect, (b) any separation of the Company
including a spin-off or other distribution of stock or property by the
Company, or (c) any distribution
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FORM NQSO-S.C. 4
to stockholders generally other than a normal dividend, the Committee shall
make such equitable adjustment to the Options (to the extent then
outstanding) as it shall deem appropriate in order to prevent the dilution
or enlargement of (i) the shares of Stock which may be issued pursuant to
the Options or (ii) the economic value of the Options, subject to the
limitations and requirements of the Plan from time to time. Any such
determination by the Committee shall be conclusive and binding on all
concerned.
Section 9. 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(b) above.
Section 10. 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 shareholder 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 11. LIMITATIONS ON TRANSFERS.
(a) Except as provided in this Section 11, the Options
shall not be transferable by Optionee otherwise than by will or by
the laws of descent and distribution.
(b) Provided the Transfer Conditions are satisfied,
Optionee may transfer any of the Options to:
(i) A Member of his or her Immediate Family,
(ii) An irrevocable and unamendable trust (hereinafter
a "Qualifying Trust"):
(A) which is solely for the benefit of one or more
members of Optionee's Immediate Family and/or
Optionee,
(B) the interests in which are not transferable
other than by will or by the laws of descent and
distribution, and
(C) which provides that, if any member of Optionee's
Immediate Family is living upon termination, the
trust assets are to be distributed upon
termination to one or more persons described in
paragraph (i) above and/or trusts described in
this paragraph (ii); or
(iii) A partnership or limited liability company
(hereinafter a "Qualifying Partnership"):
(A) the only partners or members of which are (x)
one or more Qualifying Trusts, (y) one or more
members of Optionee's Immediate Family, or (z)
any combination of one or more Qualifying Trusts,
one or more members of Optionee's Immediate
Family and Optionee, and
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FORM NQSO-S.C. 5
(B) the interests in which are not transferable
other than by will or by the laws of descent and
distribution or by a transfer to Optionee, an
Immediate Family member, a Qualifying Trust, or a
Qualifying Partnership.
(c) A transferee shall have no right to transfer Options
except:
(i) By will or by the laws of descent and distribution;
(ii) In the case of a transferee which is a Qualifying
Trust which requires distributions to Optionee, to Optionee;
(iii) In the case of a Qualifying Trust, if no member of
Optionee's Immediate Family is living at the time of
termination, the Options may be transferred to anyone in
accordance with the terms of the Qualifying Trust; or
(iv) In the case of a Qualifying Partnership, the
Options may be distributed in liquidation among the then
partners or members of the Qualifying Partnership.
(d) The term "Immediate Family" of Optionee shall mean
Optionee's spouse and descendants, including step and adopted
descendants, and the estate of any such person.
(e) The "Transfer Conditions" are:
(i) The number of Options per transferee is at least
5,000,
(ii) There is no consideration for the transfer of the
Options or interests in any transferee, except that interests
in a Qualifying Partnership may be sold to a Qualifying Trust
if such Trust is and will be, from the time of the sale until
the sooner of the Optionee's death or the exercise or
expiration of the Options held by such Partnership, an
irrevocable trust with respect to which Optionee is treated
as owning all portions of such trust within the meaning of
Sections 671 through 677 of the Code (the sale of such
Partnership interests to such a Trust shall constitute a
covenant by the Optionee to the Company to cause this
condition to be met during such time period), and
(iii) Optionee complies with such rules, and completes
such forms in connection with the transfer, as the Secretary
may require.
(f) After a transfer, the transferee shall succeed to all
of the rights of the transferor under this Agreement with respect
to the transferred Options and shall be subject to all limitations
to which those rights are subject. After a transfer, the term
"Optionee" as used herein shall refer to the transferee except
that:
(i) The Optionee for purposes of Section 3(c) and for
purposes of the employment tests in Section 3(e), (f), (g),
(h) and (i) shall be the transferor, but the Optionee whose
rights are affected by the application of those provisions
shall be the transferee,
(ii) The Optionee for purposes of the withholding tax
provisions of Section 6 shall be the transferor (who shall
have no right to make a tax election under Section 6),
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FORM NQSO-S.C. 6
(iii) The Optionee whose employment governs the
application or non-application of Section 7 shall be the
transferor,
(iv) The Optionee for purposes of Section 11(b) shall
be the transferor, and
(v) The Optionee for purposes of the Reporting Person
rules of Section 14 and its related definitions shall be
the transferor.
(g) Notwithstanding Section 3(a) above, if Optionee
actually transfers (in accordance with this Section 11) any of the
Options which are scheduled to become exercisable on the first
anniversary of the Grant Date, such Options shall become
exercisable upon transfer.
Section 12. NO RIGHT TO EMPLOYMENT. Nothing in this Agreement or
the Plan shall confer on the Optionee any right or expectation to continue
in the employ of his or 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.
Section 13. DEFINITIONS.
"Act" means the Securities and Exchange Act of 1934, as amended
from time to time.
"Disability" means the condition of being "disabled" within the
meaning of Section 422(c)(6) of the Code, or any successor to such Section.
"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.
"Retirement" means voluntary termination of employment from the
Company or a Subsidiary (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.
"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.
Other capitalized terms not defined in this Agreement shall have
the meanings given in the Plan.
Section 14. 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 the Committee's judgment, would contravene any
requirement of Rule 16b-3 as in effect at the time of such action. However
the Company or Committee may permit Optionee to contravene Rule 16b-3 if
Optionee has been fully apprised of the legal consequences of such action.
Section 15. AMENDMENTS. This Agreement may be amended in writing by
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, or (iii) if the Company determines that
the amendment is necessary to prevent benefits under this Agreement from
constituting "applicable employee remuneration" within the meaning of
Section 162(m) of the Code.
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FORM NQSO-S.C. 7
The Company shall give notice to the Optionee of any such unilateral
amendment either before or promptly after the effective date thereof.
Section 16. 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 17. 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.
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FORM NQSO-S.C. 8