Exhibit 10.17
CONSULTING AGREEMENT
THIS AGREEMENT made and entered into this 2nd day of June, 2004,
and effective December 1, 2004, by and between ANHEUSER-XXXXX COMPANIES,
INC., a Delaware corporation with principal offices at Xxx Xxxxx Xxxxx, Xx.
Xxxxx, Xxxxxxxx 00000 (hereinafter referred to as "ABC"), and XXXXXXX X.
XXXXXXXXX, residing at 0 Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000
(hereinafter referred to as "Consultant").
WHEREAS, Consultant and ABC have mutually agreed that he will
retire as Group Vice President and Chief Legal Officer of ABC on November
30, 2004; and
WHEREAS, Consultant has gained invaluable knowledge and experience
regarding the business operations of ABC and its subsidiaries;
WHEREAS, ABC desires (i) to retain Consultant after his retirement
so that his services will be available to ABC in his area of specialized
knowledge and experience; and (ii) to assure itself that Consultant does not
use his specialized knowledge and experience for the benefit of any
competitor of ABC or any of its subsidiaries.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, it is hereby agreed as follows:
1. (a) During the term of this Agreement, Consultant agrees
to provide counsel and advice to ABC on business and legal matters, to serve
as ABC's representative on civic organizations, and to attend such business
planning and strategy meetings, as requested by the President and Chief
Executive Officer of ABC or his designee.
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(b) In providing services under this Agreement, Consultant
will be acting as an independent contractor and not as an employee of ABC.
Consultant shall have no power to bind ABC or its subsidiaries or to commit
them to any policy position, contract or other course of action. Subject to
the provisions of Section 4, Consultant is free to render services to such
other business entities as he chooses; provided however that neither
Consultant nor any law firm or other entity with which Consultant associates
shall in any way provide legal services, directly or indirectly, to any
third party if the provision of such legal services would violate the rules
of professional conduct applicable to lawyers regarding conflicts of
interests or potential conflicts of interests.
(i) It is Consultant's intent to become "of counsel" to
the St. Louis law firm of Xxxxxxxx, Xxxxxx & Xxxxxxx LLC (Xxxxxxxx Xxxxxx)
upon retirement. Consultant agrees that any agreement with Xxxxxxxx Xxxxxx,
or with any other law firm with whom he chooses to associate, will
specifically include an agreement by Consultant that he will not share or
participate in any legal fees generated as a result of any services provided
to ABC. ABC agrees that Consultant's affiliation with Xxxxxxxx Xxxxxx or
with any other law firm will not jeopardize that firm's ability to perform
legal services for ABC.
(ii) ABC does not currently anticipate that it will
request Consultant to provide legal counsel or advice as part of this
consulting agreement. To the extent that ABC does request such services, ABC
agrees to reimburse Consultant for the cost of legal malpractice insurance
purchased by Consultant to cover such activities.
(c) Consultant's active participation in ABC's various
retiree benefit plans (other than the retiree medical benefits plan) shall
cease as of the date of his retirement from ABC. The fees and other
compensation received by Consultant hereunder shall not be deemed to be
"compensation" or "salary" for purposes of the Anheuser-Xxxxx Salaried
Employees' Pension Plan, the Anheuser-Xxxxx
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Supplemental Executive Retirement Plan, the Anheuser-Xxxxx Excess Benefit
Plan, the Anheuser-Xxxxx 401(k) Restoration Plan, the Anheuser-Xxxxx
Executive Deferred Compensation Plan, the Anheuser-Xxxxx Deferred Income
Stock Purchase and Savings Plan or for any other purpose. Amounts paid
hereunder shall not be subject to federal, state or local income or
employment tax withholding and will be reported by ABC on Internal Revenue
Form 1099. Consultant will be responsible for reporting this income and
paying all applicable income and self-employment tax.
(d) During the term of this Agreement, Consultant will be
paid a monthly fee of $51,250. All payments will be made on the last day of
each month, with the first payment being due on December 31, 2004, and the
final payment being due on December 31, 2007.
(e) In addition to the above monthly compensation, ABC
agrees that during the term of this Agreement it will:
(i) continue the payment of Consultant's
dues and assessments, pursuant to the
terms of ABC's current arrangement with
Consultant, at the Bellerive Country
Club, the St. Louis Club, the
Congressional Country Club, and the
Georgetown Club. Upon the expiration of
this Agreement, ABC will transfer
Consultant's club memberships to him at
his election, subject to applicable tax
law;
(ii) provide Consultant with company paid
financial services equivalent to the
financial services provided to its
Strategy Committee members through
December 31, 2009;
(iii) furnish Consultant with an automobile on
the same terms and conditions as
automobiles are furnished to members of
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its Strategy Committee. Consultant
agrees to account to ABC on a monthly
basis for his personal use of the
automobile in such form and detail as
ABC may require,
(iv) provide Consultant and his eligible
dependents with medical, dental, vision
and prescription drug insurance benefits
equivalent to those provided to
Consultant at the time of his
retirement. Consultant shall be
permitted to choose among medical plans
available each year; but he shall have
none of the benefit choices formerly
available to him under the company's
flexible benefits program. Long-term
disability, short-term disability,
accidental death and dismemberment
benefits, basic and supplemental life
and dependent life and supplemental life
insurance benefits shall all terminate
as of the date of Consultant's
retirement from ABC.
(v) ABC will continue paying the premiums on
Consultant's supplemental executive life
insurance policy through Paragon Life,
or its successor, during the term of
this Agreement.
(vi) Upon termination of this Agreement
Consultant shall be eligible for the
standard salaried retiree health
benefits that are provided to eligible
retirees, which does not include dental
or vision benefits. Under current
retiree health plan provisions,
Consultant's health benefits will change
on the first day of the month after
Consultant reaches age 65, when
Consultant becomes eligible for
Medicare. Since
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Consultant's spouse is younger than
Consultant, she will not become eligible
for Medicare until a later date and, her
health benefit coverage will not change
until she reaches Medicare eligibility.
(v) provide Consultant with the continued
use of existing FAX machines (including
a dedicated phone line), a laptop
computer and a cellular phone.
Consultant will also be provided with a
contractor's ID badge for access to ABC
facilities.
(vi) provide Consultant with complimentary
beer service, and the continued use of
the Xxxxx Entertainment executive access
card.
(f) In the event that Consultant dies before this
Agreement has terminated, ABC will, unless otherwise directed in writing by
Consultant, make any remaining monthly payments to Consultant's spouse. ABC
will also continue the company paid medical, dental, vision and prescription
drug benefits for Consultant's spouse for a maximum of one year from the
date of his death or until December 31, 2007, if earlier, but in any event
for a minimum of six months.
(g) In performing services under this Agreement,
Consultant will not be provided with an office, and will work from his home
or personal office. ABC agrees that nothing herein shall require Consultant
to maintain a residence or an office in the St. Louis area. In the event
Consultant is requested to travel in performing services for ABC, Consultant
will be entitled to reimbursement for all ordinary, necessary and reasonable
travel expenses pursuant to ABC travel expense guidelines. Consultant
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agrees to submit an itemized expense report within 15 days after completion
of each travel assignment as a basis for reimbursement by ABC.
2. The term of this Agreement shall commence December 1, 2004, and
shall end on December 31, 2007, unless sooner terminated in accordance with
the provisions of Section 3 hereof.
3. ABC reserves the absolute right to terminate this Agreement in
its sole discretion, subject to the provisions of Section 7 hereof, without
further obligation, at any time in the event of Consultant's material breach
of this Agreement.
4. Unless otherwise agreed to in writing by ABC and upon such
terms and conditions as ABC may impose, from the date of the Agreement until
December 31, 2007, Consultant shall not, anywhere in the world, engage,
directly or indirectly, in any activity for, or on behalf of, any business
or organization that manufactures, distributes or sells 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 ABC, 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 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.
(a) Consultant agrees that he will seek advance written
approval from the President and Chief Executive Officer, or his designee,
before accepting any political lobbying assignments for any client other
than ABC.
5. Consultant acknowledges his obligation not to disclose any
confidential or proprietary data, information or material of ABC or any of
its subsidiaries that he
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obtained or became aware of as an officer, director or employee of ABC or
any of its subsidiaries. Consultant agrees that he will maintain the
confidentiality of all privileged communications between himself and ABC,
and will promptly notify ABC of any situation where a third party attempts
to compel him to reveal any such communications. Consultant also agrees that
he will take no actions that would breach his legal and ethic obligations as
an attorney for ABC. Consultant further agrees that he will not disclose to
any person, firm, corporation or other entity any confidential or
proprietary data, information or material of ABC or any of its subsidiaries
disclosed to him as a Consultant without the prior written approval of ABC.
Consultant further agrees that he will not voluntarily disclose the terms of
this Agreement to anyone other than his wife, his legal, tax, banking or
financial advisors without the express written consent of ABC, except to the
extent that disclosure may be required for accounting or tax reporting
purposes or as otherwise required by law. The provisions of this paragraph 5
shall survive termination of the Agreement.
6. Consultant agrees not to act in any manner detrimental to ABC,
or any of its subsidiaries, nor to make any public statement that disparages
or which may be detrimental to ABC, any of its subsidiaries, or their
directors, officers, or employees. ABC agrees that it will take no official
public action that is intended to disparage or be detrimental to Consultant.
7. Consultant understands and agrees that any breach of the
provisions of Sections 4, 5 or 6 of this Agreement shall constitute a
material breach of this Agreement and that ABC, 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. In
the event ABC believes that Consultant is in material breach of this
Agreement, ABC shall give Consultant notice of such breach and
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Consultant shall be provided a reasonable opportunity to cure such breach or
to discontinue the conduct to which ABC objects prior to ABC availing itself
of its remedies hereunder.
8. All notices required to be given hereunder shall be sent to ABC
at its corporate headquarters and directed to the attention of the office of
the President and Chief Executive Officer and to Consultant at his last
known address.
9. (a) In the event that the Consultant is named a defendant in any
civil suit as a result of his performing duties pursuant to the Consulting
Agreement, ABC agrees to indemnify Consultant against expenses (including
attorney fees), judgments, fines or amounts paid in settlement if Consultant
is successful on the merits, or if unsuccessful, the Board of Directors has
determined that Consultant's actions were taken in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest
of ABC.
(b) In the event that ABC requests Consultant to serve as
a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or
other enterprise (including, without limitation, the St. Louis County Fair
and Air Show), ABC agrees that the terms of the Indemnification Agreement
dated April 27, 1987 between ABC and Consultant (attached hereto as Exhibit
C) shall apply as if Consultant was still an executive officer of ABC.
10. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Missouri. ABC and Consultant
agree that all disputes between the parties relating to or arising out of
this Agreement must be resolved through the Anheuser-Xxxxx Dispute
Resolution Program, which includes final and binding arbitration of covered
claims. Consultant acknowledges that he has
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previously signed the "Mutual Agreement to Arbitrate Claims" which is
incorporated herein by this reference.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE THAT MAY BE
ENFORCED BY EITHER PARTY.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year indicated above.
ANHEUSER-XXXXX COMPANIES, INC. CONSULTANT
By: /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
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President Chief and Chief Executive Officer Xxxxxxx X. Xxxxxxxxx
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