CONSULTING AND NON-DISCLOSURE AGREEMENT AND GENERAL RELEASE
Exhibit
10.30
AND
GENERAL RELEASE
ANHEUSER-▇▇▇▇▇ COMPANIES,
INC., a Delaware corporation with its principal offices at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, its affiliates, subsidiaries, divisions,
successors and assigns, and their directors, officers, employees and agents,
both in their official and individual capacities (all of whom are collectively
referred to throughout this Consulting and Non-Disclosure Agreement and General
Release as “Anheuser-▇▇▇▇▇”), and ▇▇▇▇ ▇. ▇▇▇▇▇ (“▇▇▇▇▇”),
residing in St. Louis, Missouri, mutually desire to enter into this
Consulting and Non-Disclosure Agreement and General Release (“Agreement”) and
agree as follows:
1. Termination of
Employment
▇▇▇▇▇ agrees to terminate employment with Anheuser-▇▇▇▇▇ on December 31, 2007,
(“Termination Date”) in order to allow him to return to the private practice of
law.
2. Consulting
Payments
Anheuser-▇▇▇▇▇ agrees that during the period from the Termination Date through
December 31, 2012 (the “Consulting Period”), so long as ▇▇▇▇▇ fulfills any
assigned duties and complies with all Anheuser-▇▇▇▇▇ policies and the provisions
of this Agreement:
▇. ▇▇▇▇▇ will
be paid a consulting fee of $52,884 per month. All consulting payments shall be
payable in semi-monthly installments on the 15th and
last day of each month, less applicable withholding. In the event
that ▇▇▇▇▇ dies prior to December 31, 2012, Anheuser-▇▇▇▇▇ agrees to pay
any remaining consulting payments due under this Agreement to ▇▇▇▇▇’▇ spouse
unless otherwise directed in writing by ▇▇▇▇▇.
▇. ▇▇▇▇▇ agrees to
devote the time necessary to complete any projects assigned to him by the Chief
Executive Officer or his designee. Anheuser-▇▇▇▇▇ will provide reasonable
advance notice to ▇▇▇▇▇ of any work assignments, and will take into
consideration ▇▇▇▇▇’▇ other commitments. ▇▇▇▇▇ also agrees that he
will fully
cooperate with any
request made by Anheuser-▇▇▇▇▇ relating to or arising out of corporate
transactions, labor relations, government affairs, litigation or any other
matter that ▇▇▇▇▇ worked on, learned of, or became familiar with during his
employment with Anheuser-▇▇▇▇▇. ▇▇▇▇▇ will work from his personal
residence or office and will not be provided with a company office or reserved
parking spot. ▇▇▇▇▇ may retain his Blackberry/cell phone, computer,
home fax machine, and company e-mail address for purposes of performing services
contemplated by this Agreement. Such items will be returned upon
request by Anheuser-▇▇▇▇▇. Subject to the provisions of this
Agreement and provided there is no interference with ▇▇▇▇▇’▇ efforts as
requested by Anheuser-▇▇▇▇▇, ▇▇▇▇▇ may provide services to other employers at
any time after the Termination Date. ▇▇▇▇▇ agrees to provide to the
Chief Executive Officer a report of all projects and assignments that he is
working on for Anheuser-▇▇▇▇▇ on a quarterly basis.
C.
Anheuser-▇▇▇▇▇ will reimburse ▇▇▇▇▇, pursuant to company expense reimbursement
guidelines, for all ordinary, necessary and reasonable business expenses
incurred by ▇▇▇▇▇ while conducting assignments for Anheuser-▇▇▇▇▇ at the
direction of the Chief Executive Officer or his designee.
D.
Except as otherwise provided in this Agreement, ▇▇▇▇▇ agrees to return all
Anheuser-▇▇▇▇▇ property (including, but not limited to, company documents and
records, whether in electronic or paper format, and all copies thereof,
computers, cell phones, blackberries, fax machines, pagers, security badge and
credit cards) on or before the Termination Date.
E.
Anheuser-▇▇▇▇▇ will continue to provide ▇▇▇▇▇ and his eligible dependents with
health care benefits as described herein (“Health Benefits”). Until
▇▇▇▇▇ reaches the age of 58, he and his eligible dependents will continue to
participate in the Group Insurance Plan for Certain Employees of Anheuser-▇▇▇▇▇
Companies, Inc. and its Subsidiaries (“Group Insurance Plan”), except that his
benefits under the Group Insurance Plan will be limited to insured medical,
dental, vision and prescription drug benefits (“Health Benefits”) that are
materially similar to the health benefits provided from time to time to
Anheuser-▇▇▇▇▇ full-time salaried employees, and subject to the same benefit
limits, co-payments, premium payments and deductibles. Upon
▇▇▇▇▇
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reaching age 58, he
and his eligible dependents will participate in the Group Insurance Plan for
Certain Retirees of Anheuser-▇▇▇▇▇ (Retiree Insurance Plan), except that the
Health Benefits will be limited to those that are materially similar to the
health benefits provided from time to time to Anheuser-▇▇▇▇▇ retirees and
subject to the same benefits limits, co-payments, premium payments and
deductibles. The selection of insurance carriers to provide the
Health Benefits shall be in the sole discretion of Anheuser-▇▇▇▇▇ Companies,
Inc. The Health Benefits provided to ▇▇▇▇▇ during the Consulting
Period shall, for purposes of coordination of benefits, be secondary to any
subsequent benefit coverage(s) for which ▇▇▇▇▇, his spouse and eligible
dependents become eligible as a result of ▇▇▇▇▇ becoming an employee for any
other employer. ▇▇▇▇▇ agrees that in the event he obtains new
employment during the Consulting Period, he shall notify the Anheuser-▇▇▇▇▇
Companies, Inc. Vice President, Corporate Human Resources, in writing within 30
days after he first becomes eligible for any health benefit coverage through any
subsequent employer(s) and will provide Anheuser-▇▇▇▇▇ with a copy of the
summary plan descriptions for such coverage(s).
F. Except as
otherwise specifically provided herein, during the Consulting Period ▇▇▇▇▇ will
not be eligible for any benefits from Anheuser-▇▇▇▇▇ Companies, Inc., or any of
its subsidiaries, including, but not limited to, the following:
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i)
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long-term
disability insurance coverage;
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ii)
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short-term
disability coverage;
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iii)
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life
insurance or retiree life insurance;
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iv)
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paid sick
days;
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v)
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health care
and/or dependent care spending account benefits;
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vi)
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legal
assistance benefits;
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vii)
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country club
membership;
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viii)
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monthly beer
tickets and/or other complimentary beer; and
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ix)
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access to, or
use of, the executive dining room, fitness center or ▇▇▇▇▇▇ shop.
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G. Subject to review
by the Compensation Committee of the audited financial statements and its
certification that the performance goal set forth in the 2007
Officer
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Bonus Program has
been met, ▇▇▇▇▇ shall receive a bonus for 2007 in the amount of $600,000 no
later than March 1, 2008.
H. Notwithstanding
▇▇▇▇▇’▇ termination of employment, unvested stock option grants made to
▇▇▇▇▇ in 2005, 2006, and 2007 shall not terminate and shall vest and
become exercisable in accordance with their original schedule; vested stock
option grants made to ▇▇▇▇▇ prior to 2005 shall not terminate and shall remain
exercisable for a period of five years following termination of employment (or,
if shorter, for their stated terms); vested stock option grants made to ▇▇▇▇▇ in
2005 and afterwards shall not terminate and shall remain exercisable for their
stated terms; and restricted stock grants made to ▇▇▇▇▇ shall not terminate and
shall vest in accordance with their original terms, but only to the extent that
the performance goals related to such grants are achieved. All such
grants shall otherwise remain subject to the terms of the applicable plans and
agreements under which they were granted.
▇. ▇▇▇▇▇
shall be eligible for incentive payments for 2008 and 2009 based on the
successful completion of certain key initiatives and the attainment of certain
key objectives in the Legal and Industry and Government Affairs Departments, as
determined by the Chief Executive Officer of Anheuser-▇▇▇▇▇ in his sole
discretion.
3. Separation
Benefits
▇. ▇▇▇▇▇ agrees that upon his Termination
Date, he will not be entitled to any severance benefits or any retiree life insurance benefits under any benefit plan of Anheuser-▇▇▇▇▇
Companies, Inc., or any of its subsidiaries.
B. After his Termination Date, ▇▇▇▇▇ will
be entitled to elect distribution of his benefits from the Anheuser-▇▇▇▇▇
Salaried Employees’ Pension Plan (“SEPP”) and the Anheuser-▇▇▇▇▇ Deferred Income
Stock Purchase and Savings Plan (“401(k) Plan”) pursuant to the terms of those
plans. ▇▇▇▇▇ understands that processing of benefits from the SEPP or
the 401(k) Plan will not begin until he notifies the SEPP or 401(k) Plan
Administrator in writing that he wants to receive a distribution of benefits
from the respective plan. ▇▇▇▇▇ shall become vested in his accrued
benefit under the Anheuser-▇▇▇▇▇ Supplemental Executive Retirement Plan (“SERP”)
on the Termination Date, and shall receive his distribution under the SERP as a
lump sum payment in the amount of
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$1,304,118 on or about the first
regularly scheduled business day after January 1, 2013. ▇▇▇▇▇
will also receive a lump sum payment of $1,095,882 on or about the first
regularly scheduled business day after January 1, 2013 as payment of additional
pension benefits he would have accrued had he remained employed throughout the
Consulting Period.
4. No Admission
of Liability
▇▇▇▇▇ acknowledges and agrees that
he would not receive all the payments and benefits specified in this Agreement
except for his execution of this Agreement and his fulfillment of its
terms. Neither the making of this Agreement, nor anything contained
in it, shall in any way be construed or considered to be an admission by
Anheuser-▇▇▇▇▇ of noncompliance with any law or of any other
wrongdoing.
5. Release of
Liability
A.
Except for any violation of the
terms of this Agreement by Anheuser-Busch, Bobak, of his own free will,
voluntarily releases and forever discharges Anheuser-▇▇▇▇▇ from all actions,
causes of action, claims, debts, charges, complaints, contracts (whether oral or
written, express or implied from any source) and promises of any kind, in law or
equity, whether known or unknown, which ▇▇▇▇▇, his heirs, executors,
administrators, successors and assigns (referred to collectively throughout this
Agreement as “▇▇▇▇▇”) may have from all time in the past to the effective date
of this Agreement, including, but not limited to, all matters or claims relating
to or arising out of ▇▇▇▇▇’▇ employment by Anheuser-▇▇▇▇▇ and the cessation of
his employment and including, but not limited to, any violation
of:
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(1)
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Title
VII of the Civil Rights Act, as amended;
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(2)
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Sections 1981 through 1988 of
Title 42 of the United States Code;
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(3)
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the Employee
Retirement Income Security Act, as amended;
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(4)
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the Health
Insurance Portability and Accountability Act;
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(5)
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the Family
and Medical Leave Act;
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(6)
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the Age
Discrimination in Employment Act, as amended;
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(7)
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the Americans
with Disabilities Act;
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(8)
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the Missouri
Human Rights Act;
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(9)
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the ▇▇▇▇▇▇▇▇-▇▇▇▇▇
Act of 2002;
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(10)
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any other local, state or federal
law, regulation or ordinance and/or public policy, contract, tort or
common law having any bearing on the terms and conditions and/or cessation
of his employment with Anheuser-▇▇▇▇▇.
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Except as otherwise provided in
this Agreement, this release shall not apply to any claim for benefits that may
be due to ▇▇▇▇▇ or his eligible dependents under any Anheuser-▇▇▇▇▇ employee
benefit plan in which ▇▇▇▇▇ or his eligible dependents are or were
participants.
▇.
▇▇▇▇▇ warrants that he has not caused or permitted to be filed on his behalf any
charge, complaint, or action before any federal, state or local administrative
agency or court against Anheuser-▇▇▇▇▇. In the event that any such claim is
asserted in the future, ▇▇▇▇▇ agrees that this Agreement will act as a complete
bar to his re-employment or to his recovery of any amount from Anheuser-▇▇▇▇▇
resulting, directly or indirectly, from any lawsuit, remedy, charge or complaint
whether brought privately by him or by anyone else, including any federal, state
or local agency, whether or not on his behalf or at his request.
6. Confidentiality
A. As a result of his employment with
Anheuser-▇▇▇▇▇, ▇▇▇▇▇ has gained valuable confidential information and trade
secrets relevant to Anheuser-Busch’s business operations including its
information technology. In light of the highly competitive nature of
the industry in which Anheuser-Busch’s business is conducted, ▇▇▇▇▇ understands
and agrees that he will keep in strict secrecy and confidence, and is
specifically prohibited from disclosing, any and all unique, confidential and/or
proprietary information and material belonging or relating to Anheuser-▇▇▇▇▇
that is not a matter of common knowledge or otherwise generally available to the
public including, but not limited to, business, financial, trade, sales,
technical or technological information, or corporate sales and marketing
strategies, to any entity that competes with Anheuser-▇▇▇▇▇. In
addition, ▇▇▇▇▇ agrees that he will not use any such confidential
information,
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materials or trade secrets for the
benefit of any of Anheuser-Busch’s competitors and/or against the best interests
of Anheuser-▇▇▇▇▇.
▇.
▇▇▇▇▇ agrees that he will make no
public statements and take no public action that disparages or is detrimental to
Anheuser-▇▇▇▇▇ (including without limitation, its directors, officers and
employees), or would otherwise cause or contribute to Anheuser-▇▇▇▇▇ being held
in disrepute by the general public, customers or
employees. Anheuser-▇▇▇▇▇ Companies, Inc. (including, without
limitation, its directors and officers) agrees that it will take no official
public action that is intended to disparage or be detrimental to
▇▇▇▇▇. Anheuser-▇▇▇▇▇ also agrees to provide a mutually agreed-upon
letter of reference to ▇▇▇▇▇, and to provide a copy of such letter in response
to any inquiry to the office of the Anheuser-▇▇▇▇▇ Companies, Inc. Vice
President, Corporate Human Resources, from a prospective employer regarding
▇▇▇▇▇’▇ employment by Anheuser-▇▇▇▇▇.
▇.
▇▇▇▇▇ agrees that he has
obligations under the Missouri Rules of Professional Conduct, that those
obligations will survive the termination of his employment, and that nothing
herein shall be deemed to abridge, impair or waive such
obligations.
7. Restrictive
Covenants
A.
Except as specifically provided in
subparagraph 7B below, or as otherwise agreed to in writing by Anheuser-▇▇▇▇▇,
and upon such terms and conditions as Anheuser-▇▇▇▇▇ may impose, from the date
of the Agreement until December 31, 2012, ▇▇▇▇▇ shall not, anywhere in the
world, engage, directly or indirectly, in any activity for, or on behalf of, any
business or organization that manufactures, sells or distributes alcohol
beverages and/or no-alcohol malt beverages, that promotes or encourages any
restrictions on, or regulation of, the use, distribution or marketing of alcohol
beverages, or that otherwise competes with any current business activity of
Anheuser-▇▇▇▇▇, either alone, as a member of a partnership or association, as an
officer, director, employee, consultant, lobbyist or representative of or to any
corporation, industry trade association, not-for-profit organization, or other
business entity, or as an investor in, or
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beneficial owner of 1% or more of any
security of any class of any corporation, or 1% or more of any equity interest
of any unincorporated enterprise.
B.
Notwithstanding the strict
prohibitions in paragraph 7A above, ▇▇▇▇▇ may submit a request for approval in
writing to the Anheuser-▇▇▇▇▇ Companies, Inc. Vice President, Corporate Human
Resources, if he wishes to provide services of any kind described in paragraph
7A above. Such written request will be considered by Anheuser-▇▇▇▇▇
which shall determine, in its sole discretion, whether such request should be
granted.
▇. ▇▇▇▇▇ further agrees that he shall not
solicit, recruit, or otherwise make contact with or respond to any contact from
any employee of Anheuser-▇▇▇▇▇, anywhere in the world, for the purpose of
engaging or hiring or obtaining, directly or indirectly, the employee’s services
by or for another partnership, firm, company or
organization.
8.
Enforceability
and Choice of Law
▇.
▇▇▇▇▇ and Anheuser-▇▇▇▇▇ agree
that in the event either party breaches any provision of this Agreement, the
sole remedy of the other party is the enforcement of the terms of this
Agreement.
▇.
▇▇▇▇▇ agrees that if he violates
any provision of paragraph 6 or 7, or in the event that an arbitrator or court
of competent jurisdiction rules that the restrictive covenants in paragraph 7
are not enforceable (either circumstance will be referred to in this paragraph
as an “Event”), he shall forfeit, as of the date of the Event, all remaining
consulting payments described in paragraph 2A, eligibility for Health Benefits
described in paragraph 2E, any unpaid bonus described in paragraph 2G, any
unexercised stock option grants and unvested restricted stock grants described
in paragraph 2H, the discretionary incentive payments described in paragraph 2I
and any remaining payments described in the last two sentences of paragraph
3B. In the event that Anheuser-▇▇▇▇▇ believes that ▇▇▇▇▇ is in
violation of paragraph 6 or 7 of this Agreement, Anheuser-▇▇▇▇▇ shall give ▇▇▇▇▇
written notice of such violation, and ▇▇▇▇▇ shall be provided with a reasonable
opportunity to cure such violation, discontinue such conduct, or present
documented evidence establishing that the activity
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or employment does not constitute a
violation of this Agreement, prior to Anheuser-▇▇▇▇▇ availing itself of its
remedies under this paragraph 8. Anheuser-▇▇▇▇▇ will have the right,
at any time, to request that ▇▇▇▇▇ certify that he is in compliance with
paragraphs 6 and 7, and ▇▇▇▇▇’▇ failure to certify compliance as requested will
be deemed to be an Event as defined in this paragraph 8, a material violation,
and a material breach of this Agreement. ▇▇▇▇▇ understands and agrees
that any breach of the provisions of paragraphs 6 or 7 of this Agreement shall
constitute a material breach of this Agreement and that Anheuser-▇▇▇▇▇, in
addition to its right to terminate the Agreement, shall be entitled to
injunctive and other equitable relief to prevent the threatened or continued
breach of this Agreement.
C.
Except as otherwise provided in
subparagraph 8B above, should ▇▇▇▇▇ challenge any provision of this Agreement
and such provision be declared illegal or unenforceable by any arbitrator or
court of competent jurisdiction and cannot be modified to be enforceable, such
provision will immediately become void, leaving the remainder of this Agreement
in effect. However, if any portion of the general release (paragraph
5) is ruled to be unenforceable as a result of such challenge, ▇▇▇▇▇ agrees that
Anheuser-▇▇▇▇▇ will be entitled to a set-off against any subsequent judgment or
award made to ▇▇▇▇▇ in the amount of all compensation paid to him by
Anheuser-▇▇▇▇▇ under this Agreement.
D. The parties have read and fully
considered the Agreement and mutually desire to enter into this
Agreement. The terms of this Agreement are the product of mutual
negotiation and compromise between ▇▇▇▇▇ and Anheuser-▇▇▇▇▇. Having
elected to execute this Agreement, to fulfill the promises and receive the
benefits set forth herein, ▇▇▇▇▇ freely and knowingly, and after due
consideration, enters into this Agreement intending to waive, settle, and
release all claims he has against Anheuser-▇▇▇▇▇ as the effective date of this
Agreement.
E.
It is the parties’ intent and
expectation that the insured medical, dental, vision and prescription drug
benefits (“Exempt Benefits”) provided to ▇▇▇▇▇ under the terms of this Agreement
are exempt from the application of Internal Revenue Code Section 409A (“Section
409A”) and all regulations and other guidance issued thereunder. In
the event that new regulations, interpretations or other legal
guidance
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change that assessment, the parties
intend that appropriate adjustments will be made to cause the Exempt Benefits to
be exempt or, if that is not possible, to cause the Exempt Benefits to comply
with Section 409A. It is also the parties’ intent and expectation
that all forms of compensation provided by this Agreement that are subject to
the application of Section 409A (“Nonexempt Benefits”) will fully comply with
Section 409A, and in the event that new regulations, interpretations or other
legal guidance change that assessment, the parties intend that appropriate
adjustments will be made to cause the Nonexempt Benefits to comply with Section
409A.
9. Miscellaneous
A.
This Agreement constitutes a
Summary of Material Modifications (SMM) that supplements the Eligibility and
Administrative Rules Booklet summary plan description previously distributed to
▇▇▇▇▇. As an SMM, this Agreement provides ▇▇▇▇▇ with information
about the Group Insurance Plan for Certain Employees of Anheuser-▇▇▇▇▇
Companies, Inc. and its Subsidiaries that is in addition to that contained in
▇▇▇▇▇’▇ Eligibility and Administrative Rules Booklet summary plan description
and prior SMMs.
▇. ▇▇▇▇▇ acknowledges that he has been
advised by Anheuser-▇▇▇▇▇ that there may be substantial federal and state income
tax consequences for ▇▇▇▇▇ as a result of entering into this Agreement, and that
he should seek professional tax and legal advice before doing
so. ▇▇▇▇▇ further acknowledges that he has not been provided with any
advice on the tax effects of this Agreement by Anheuser-▇▇▇▇▇ or any of its
employees or agents.
C. Anheuser-▇▇▇▇▇ and ▇▇▇▇▇ agree that all
disputes between the parties relating to or arising out
of: (a) this Agreement; (b) ▇▇▇▇▇’▇ employment with
Anheuser-▇▇▇▇▇; and/or (c) the cessation of ▇▇▇▇▇’▇ employment with
Anheuser-▇▇▇▇▇ must be resolved through the Anheuser-▇▇▇▇▇ Dispute Resolution
Program, which includes final and binding arbitration of covered
claims. ▇▇▇▇▇ acknowledges that he has previously signed a “Mutual
Agreement to Arbitrate Claims,” the terms of which are incorporated into this
Agreement by this reference and remain binding on the parties. An
executed copy of the Mutual Agreement to Arbitrate Claims is attached
hereto. Notwithstanding
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anything to the contrary contained
herein, Anheuser-▇▇▇▇▇ shall be entitled to seek enforcement of the provisions
of paragraphs 6 and 7 in a court of competent jurisdiction.
10. Notices
Unless otherwise provided, all
notices, requests, consents and other communications required or permitted under
this Agreement must be in writing and must be hand-delivered or mailed,
addressed as follows, or to such other address as may be provided by the
respective parties to this Agreement:
If to
Anheuser-▇▇▇▇▇:
Anheuser-▇▇▇▇▇ Companies,
Inc.
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇
▇▇▇▇▇
Attn.: Vice President,
Corporate Human Resources
If to ▇▇.
▇▇▇▇▇:
▇▇. ▇▇▇▇ ▇.
▇▇▇▇▇
At his address on record with
Anheuser-▇▇▇▇▇
11. The validity of this Agreement shall be
governed by and construed according to the law of the State of
Missouri. This Agreement and the exhibits thereto constitute the
entire and exclusive agreement between ▇▇▇▇▇ and Anheuser-▇▇▇▇▇ with respect to
▇▇▇▇▇’▇ employment status and any rights and duties owed by Anheuser-▇▇▇▇▇ to
▇▇▇▇▇ and, except as otherwise provided in this Agreement, it supersedes all
previous or contemporaneous negotiations, commitments, agreements, statements,
representations, or promises, oral or written. This Agreement may not
be modified except in a writing signed by both parties.
12. ▇▇▇▇▇ STATES THAT HE HAS CAREFULLY READ
THIS “CONSULTING AND NON-DISCLOSURE AGREEMENT AND GENERAL RELEASE,” THAT HE
KNOWS AND UNDERSTANDS ITS CONTENTS AND THAT HE IS ENTERING INTO THIS AGREEMENT
AS HIS OWN FREE ACT AND DEED. ▇▇▇▇▇ FURTHER REPRESENTS AND AGREES
THAT:
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HE HAS BEEN
ADVISED BY ANHEUSER-▇▇▇▇▇ TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING
THIS AGREEMENT;
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HE FULLY
UNDERSTANDS THAT HIS EXECUTION OF THIS AGREEMENT CONSTITUTES A FULL AND
FINAL RELEASE OF ALL CLAIMS HE MAY HAVE AGAINST ANHEUSER-▇▇▇▇▇ AS OF THE
EFFECTIVE DATE OF THE AGREEMENT WITH FINAL AND BINDING
EFFECT;
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HE HAS BEEN
GIVEN AT LEAST 21 DAYS TO CONSIDER THIS
AGREEMENT;
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FOR A PERIOD OF
7 DAYS FROM THE DATE HE SIGNS THIS AGREEMENT, ▇▇▇▇▇ MAY REVOKE THIS
AGREEMENT BY NOTIFYING ANHEUSER-▇▇▇▇▇ IN WRITING OF HIS INTENT TO DO SO;
AND
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THIS AGREEMENT
WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS
EXPIRED.
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THIS AGREEMENT IS SUBJECT TO A BINDING
ARBITRATION AGREEMENT, WHICH MAY BE ENFORCED BY THE PARTIES.
The
parties to this Consulting and Non-Disclosure Agreement and General Release now
voluntarily
and knowingly execute this Agreement.
ANHEUSER-▇▇▇▇▇ COMPANIES,
INC.,
By: /s/ ▇▇▇▇
▇.
▇▇▇▇▇▇▇ Date: 12/10/07
Vice President, Corporate Human
Resources
/s/ ▇▇▇▇ ▇.
▇▇▇▇▇
Date: 12/10/07
▇▇▇▇ ▇. ▇▇▇▇▇
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