Unassociated Document


    
      

    


    Exhibit
      10.27

    


    CONFIDENTIAL
      AGREEMENT AND GENERAL RELEASE

    


    This
      Confidential
      Agreement and General Release (“Agreement”) is between ANHEUSER-BUSCH
      COMPANIES, INC.,
      a Delaware
      corporation with its principal offices at One Busch Place, St. Louis, Missouri,
      63118, its affiliates, subsidiaries, successors and assigns (collectively
“Anheuser-Busch”), and JOSEPH
      P.
      SELLINGER
      of 15 West Geyer,
      St. Louis, Missouri 63131 (“Sellinger”).

    


    IN
      CONSIDERATION of
      the mutual promises exchanged below, Anheuser-Busch and Sellinger agree as
      follows:

    


    1.
      Retirement:

    A. Anheuser-Busch
      and
      Sellinger have agreed that Sellinger will retire from Anheuser-Busch effective
      November 30, 2006.

    B.
 Until
      his
      retirement, Sellinger will remain in his current position as Chairman of the
      Board, CEO and President - Anhueser-Busch Packaging Group, Inc. to assist in
      the
      orderly transfer of his duties and responsibilities.

    C. Unless
      otherwise
      agreed to by the parties, Sellinger agrees to return all Anheuser-Busch property
      (including, but not limited to, company documents and records, computers, cell
      phones and pagers, security badge and credit cards) upon his November 30, 2006
      retirement.

    D. Sellinger
      will be
      eligible to receive a 2006 bonus from Anheuser-Busch, which shall be paid to
      him
      not later than March 15, 2007.

    E. Sellinger
      will not
      receive further Long Term Incentives (in the form of stock options or restricted
      stock). Sellinger’s rights in existing stock option grants are governed by the
      terms and conditions of his stock option agreements and applicable law, and
      will
      not be affected by the terms of this Agreement.

     

    
 

    
      
        
        

      

      
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    2. Special
      Retirement Benefits: 

    A. Anheuser-Busch
      agrees that on or before March 15, 2007 it will transfer to Sellinger all
      rights, title and interest in the 2005 Cadillac Seville STS (VIN:
      1G6DC67A350200200) that is currently assigned to him as a company car. The
      parties agree that such transfer shall be “As is - where is” and with no
      warranty express or implied by Anheuser-Busch.

    B. Anheuser-Busch
      agrees that it will provide Sellinger and his eligible dependents with insured
      dental and vision benefits through May 31, 2010 that are materially similar
      to
      the dental and vision benefits that are provided from time to time to its
      salaried employees. In the event that Sellinger dies before May 31, 2010,
      Anheuser-Busch agrees to continue such benefits for his spouse until May 31,
      2010.

    C. Anheuser-Busch
      agrees that it will continue to pay the insurance premium on the supplemental
      executive life insurance policy (“policy”) with an insured face value of
      $1,400,000 through Metropolitan Life, or its successor (“Insurer”), that it
      currently provides to Sellinger, as follows: Anheuser-Busch will continue to
      make monthly premium payments of $1,061.20 through February 2007; on or before
      March 15, 2007 it will pay to Insurer the sum of $13,524, as an annual insurance
      premium for the period of March 2007 through February 2008; on or before March
      15, 2008 it will pay to Insurer the sum of $14,263, as an annual insurance
      premium for the period of March 2008 through February 2009; on or before March
      15, 2009 it will pay to Insurer the sum of $14,928, as an annual insurance
      premium for the period of March 2009 through February 2010; and on or before
      March 15, 2010 it will pay to Insurer the sum of $3,855.50 to cover premium
      payments through May 31, 2010. Thereafter, the policy will continue in effect
      according to the terms of the policy, but all further premium payments shall
      be
      the responsibility of Sellinger.

    


    3.
Normal
      Retirement Benefits:

    A. Upon
      his November
      30, 2006 retirement Sellinger will be entitled to retiree medical benefits
      under
      the terms of the applicable retiree medical benefits plan then in effect.
      Sellinger shall also be entitled to elect distribution of benefits from the
      Anheuser-Busch Salaried Employees’ Pension Plan (“SEPP”), and the Anheuser-Busch
      Deferred 


    
      
        
        

      

      
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    Income
      Stock
      Purchase and Savings Plan (“401(k)”), according to the terms of such plans.
      Sellinger understands that processing of benefits from the SEPP or the 401(k)
      will not begin until he notifies the SEPP or 401(k) Plan Administrator in
      writing that he wants to receive benefits from that plan. Any benefit to which
      Sellinger is entitled under the Anheuser-Busch Companies, Inc. Supplemental
      Executive Retirement Plan (“SERP”) or the Anheuser-Busch 401(k) Restoration Plan
      will be distributed to Sellinger according to the terms of the applicable plan
      and pursuant to Sellinger’s existing election.

     

    4. Consulting
      Arrangement

    A. Upon
      Sellinger’s
      November 30, 2006 retirement, Anheuser-Busch agrees to retain Sellinger as
      a
      Consultant for a three-year period commencing June 1, 2007 and ending May 31,
      2010. During the period he serves as a Consultant, Sellinger agrees to make
      himself available to consult with Anheuser-Busch up to 20 hours per calendar
      month on matters related to the company’s production of glass bottles, labels,
      crown liners, aluminum cans and lids, and to attend such planning and strategy
      meetings as requested by Anheuser-Busch’s President & Chief Executive
      Officer or his designee. The parties agree that in no event shall Sellinger
      be
      required to provide services to Anheuser-Busch at an annual rate that is 50%
      or
      more of the services Sellinger rendered to Anheuser-Busch on average during
      the
      final three calendar years of his employment with Anheuser-Busch.

    B. For
      his services as
      a Consultant, Anheuser-Busch agrees to pay Sellinger a consulting fee of
      $40,833.33.00 per month, less applicable withholding. Payment of all consulting
      fees shall be made on a semi-monthly basis, with the first consulting fee
      payment being due on June 15, 2007 and the last consulting fee payment being
      due
      on May 31, 2010.

    C. Sellinger’s
      participation as an employee in the Anheuser-Busch employee benefit plans for
      salaried employees (except for retiree medical benefits) will cease as of
      November 30, 2006. Consulting fee payments made to Sellinger shall not be
      treated as wages under the SEPP, the 401(k), the SERP, the Anheuser-Busch 401(k)
      Restoration Plan, or the Anheuser-Busch Executive Deferred Compensation Plan.
      

     

     

    
      
        
        

      

      
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    D. During
      the
      consulting period, Anheuser-Busch will provide Sellinger with such equipment
      (e.g. laptop computer, cell phone, Blackberry pager, etc.) as the parties agree
      is necessary for Sellinger to effectively perform his consulting services.
      Sellinger shall work from his personal residence or office and shall not be
      provided with an office during the consulting period. In the event Sellinger
      is
      requested to travel in performing services for Anheuser-Busch, he will be
      entitled to reimbursement for all ordinary, necessary and reasonable travel
      expenses pursuant to company travel expense guidelines. In order to be entitled
      to such reimbursement Sellinger must submit an itemized expense report within
      15
      days after completion of each travel assignment as the basis for reimbursement
      by Anheuser-Busch. 

    E.
       During
      the
      consulting period, Sellinger may be employed by, or provide services to, other
      companies, subject to the restrictive covenants set out in paragraph 8 of this
      Agreement. 

    F. During
      the
      consulting period, Sellinger will be entitled to use the facilities at
      Anheuser-Busch’s Kingsmill Resort subject to the following order of
      priority:

    
      	1.  	
              Corporate
                business purposes 

            


    

    
      	2.  	
              Current
                Strategy Committee members 

            


    

    
      	3.  	
              Current
                other
                officers 

            


    

    
      	4.  	
              Retired
                Strategy Committee members 

            


    

    
      	5.  	
              Non-officer
                employees who report directly to a member of the Strategy Committee.
                

            


    

    All
      cash charges
      and W-2 income inclusions will apply to such stays at the corporate rates
      applicable to the time(s) of such usage. 

    G. Anheuser-Busch
      and
      Sellinger agree that the terms and conditions of the Indemnification Agreement
      between Anheuser-Busch Companies, Inc. and Sellinger effective December 6,
      2000
      shall continue to apply, but only as to events or occurrences that took place
      on
      or before his November 30, 2006 retirement. In the event that Sellinger is
      named
      a defendant in any civil suit as a result of his performing consulting services
      pursuant to this Agreement after his November 30, 2006 retirement,
      Anheuser-Busch agrees to indemnify Sellinger against expenses (including
      attorney fees), judgments, fines or amounts paid in settlement resulting from
      such suits, except

     

    
      
        
        

      

      
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    to
      the extent that such amounts are incurred as a result of Sellinger’s gross
      negligence or willful misconduct.

    H. In
      the event that
      Sellinger dies prior to May 31, 2010, Anheuser-Busch agrees to pay all remaining
      monthly consulting fee payments to Sellinger’s spouse unless otherwise directed
      in writing by Sellinger.

    


    4.
      No
      Reemployment

    Sellinger
      agrees
      that upon execution of this Agreement he is not eligible for further transfer
      or
      promotion with Anheuser-Busch, and after his November 30, 2006 retirement,
      he
      will not reapply for employment with Anheuser-Busch. Sellinger expressly
      releases and waives any and all rights or claims to any continued employment
      or
      reemployment with Anheuser-Busch after November 30, 2006.

    


    5.
      No
      Admission of Liability

    Sellinger
      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-Busch of noncompliance with any law or of any other
      wrongdoing.

    


    6.
Release
      of
      Liability

    A. Except
      for the
      obligations of Anheuser-Busch as stated in this Agreement, Sellinger, of his
      own
      free will, voluntarily releases and forever discharges Anheuser-Busch and their
      respective directors, officers, employees and other authorized representatives
      (collectively the “Releasees”) from all actions, causes of action, claims,
      debts, charges, complaints, contracts and promises of any kind, whether known
      or
      unknown, which Sellinger, his heirs, executors, administrators, successors
      and
      assigns (referred to collectively throughout this Agreement as “Sellinger”) 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 Sellinger’s employment by Anheuser-

     

    
      
        
        

      

      
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    Busch
      and the
      cessation of his employment and including, but not limited to, any violation
      of:

    
      	(1)  	
              Title
                VII of the Civil Rights Act,
                as
                amended;

            


    

    
      	(2)  	
              Sections
                1981
                through 1988 of Title 42 of the United States
                Code;

            


    

    
      	(3)  	
              the
                Employee
                Retirement Income Security Act,
                as
                amended;

            


    

    
      	(4)  	
              the
                Family
                and Medical Leave Act;

            


    

    
      	(5)  	
              the
                Age
                Discrimination in Employment Act,
                as
                amended;

            


    

    
      	(6)  	
              the
                Americans
                with Disabilities Act;

            


    

    
      	(7)  	
              the
                Missouri
                Human Rights Act;

            


    

    
      	(8)  	
              the
                Sarbanes-Oxley
                Act of 2002;

            


    

    
      	(9)  	
              any
                other
                alleged violation of any 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-Busch.

            


    

    Except
      as otherwise
      provided in this Agreement, this release shall not apply to any claim for
      benefits which may be due to Sellinger under any Anheuser-Busch employee benefit
      plan in which Sellinger is or was a participant.

    B. Sellinger
      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-Busch and/or any of the Releasees. If any such claim
      is
      asserted in the future, Sellinger agrees that this Agreement will act as a
      complete bar to his re-employment or to his recovery of any amount from
      Anheuser-Busch and/or any of the Releasees 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.

    


    7.
Confidentiality 

    A. Sellinger
      agrees to
      keep in strict secrecy and confidence any and all unique, confidential and/or
      proprietary information and material belonging or relating to Anheuser-Busch
      that is not a matter of common knowledge or otherwise generally

     

    
      
        
        

      

      
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    available
      to the
      public including, but not limited to, business, financial, trade, technical
      or
      technological information. Sellinger acknowledges and agrees that he remains
      subject to the “Employee Agreement as to Intellectual Property and
      Confidentiality,” which he has previously signed and is incorporated into this
      Agreement by this reference.

    B. Sellinger
      agrees
      that he will make no public statements and take no public action that disparages
      or is detrimental to Anheuser-Busch and/or any of the Releasees, or would
      otherwise cause or contribute to Anheuser-Busch and/or any of the Releasees
      being held in disrepute by the general public, customers or
      employees.

    C. Sellinger
      acknowledges that Anheuser-Busch Companies, Inc. is a publicly traded company,
      and as such may be required to publicly disclose the terms of this Agreement,
      or
      to publicly file a copy of this Agreement, as required by law.

    


    8.
Restrictive
      Covenants

    A. Unless
      otherwise
      agreed to in writing by Anheuser-Busch and upon such terms and conditions as
      Anheuser-Busch may impose, from the date of this Agreement until May 31, 2010,
      Sellinger shall not, anywhere in the world, engage, directly or indirectly,
      in
      any activity or business that manufactures, distributes or sells alcohol
      beverages and/or no-alcohol malt beverages or that otherwise competes with
      any
      current business activity of Anheuser-Busch Companies, Inc. and/or any of its
      affiliates or subsidiaries, either alone, as a member of a partnership or
      association, as an officer, director, employee, consultant or representative
      of
      or to any corporation, industry trade association, 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.

    B. Sellinger
      agrees
      that if he violates any provision of this paragraph 8, or if an arbitrator
      or
      court of competent jurisdiction rules that the non-compete provisions of this
      paragraph 8 are not enforceable (either circumstance will be referred to in
      this
      paragraph as an “Event”), this Agreement will immediately terminate effective on
      the date of the Event, and Sellinger shall forfeit all remaining consulting
      payments due under paragraph 4 In the event that Anheuser-Busch believes that
      Sellinger is in violation of any provision of this paragraph 8, Anheuser-Busch
      shall give Sellinger

     

    
      
        
        

      

      
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    written
      notice of
      such violation and Sellinger shall be provided with a reasonable opportunity
      to
      cure such violation, discontinue such conduct, or present documented evidence
      establishing that the activity or employment does not constitute a violation
      of
      this Agreement, prior to Anheuser-Busch availing itself of its remedies under
      this paragraph 8. Anheuser-Busch will have the right at any time to request
      that
      Sellinger certify that he is in compliance with this paragraph 8, and
      Sellinger’s failure to certify such compliance as requested will be deemed to
      be: an Event as defined in this paragraph 8; a material violation of this
      paragraph 8; and a material breach of this Agreement.

    


    9.
Enforceability
      and Choice of Law

    A. Except
      as otherwise
      provided in paragraph 8, above, should Sellinger challenge any provision of
      this
      Agreement and such provision be declared illegal or unenforceable by any
      arbitrator or court of competent jurisdiction and is not 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 6) is ruled to be unenforceable as a result of such challenge,
      Sellinger agrees that Anheuser-Busch and/or any of the Releasees will be
      entitled to a set-off against any subsequent judgment or award made to Sellinger
      in the amount of all compensation paid to him by Anheuser-Busch under this
      Agreement.

    B. The
      parties have
      read and fully considered this Agreement and mutually desire to enter into
      this
      Agreement. The terms of this Agreement are the product of mutual negotiation
      and
      compromise between Sellinger and Anheuser-Busch. Having elected to execute
      this
      Agreement, to fulfill the promises and receive the sums set forth herein,
      Sellinger freely and knowingly, and after due consideration, enters into this
      Agreement intending to waive, settle, and release all claims he has against
      Anheuser-Busch and/or any of the Releasees as of the effective date of this
      Agreement.

    C. This
      Agreement
      shall be governed by and construed according to the law of the State of
      Missouri. This Agreement constitutes the entire understanding between Sellinger
      and Anheuser-Busch with respect to its subject matter. Except as otherwise
      provided in this Agreement, it supersedes all previous or
      contemporaneous

     

    
      
        
        

      

      
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    negotiations,
      commitments, agreements, statements, representations, or promises, oral or
      written between the parties. This Agreement may not be modified except in a
      writing signed by both parties.

    D. It
      is the parties’
intent and expectation that the insured dental and vision benefits, life
      insurance premiums, transfer of car title, and financial planning assistance
      (“Exempt Benefits”) provided to Sellinger under the terms of this Agreement
      are exempt from the application of Internal Revenue Code Section 409A and all
      regulations and other guidance issued thereunder.  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 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.

    E. Sellinger
      acknowledges that he has been advised by Anheuser-Busch that there may be
      substantial federal and state income tax consequences for Sellinger as a result
      of entering into this Agreement, and that he should seek professional tax and
      legal advice before doing so. Sellinger further acknowledges that he has not
      been provided with any advice on the tax effects of this Agreement by
      Anheuser-Busch or any of its employees or agents.

    


    10.
Remedies 

    A. Sellinger
      agrees
      that if Anheuser-Busch breaches any provision of this Agreement, his sole remedy
      shall be enforcement of the terms of this Agreement. 

    B. Anheuser-Busch
      and
      Sellinger agree that all disputes between the parties relating to or arising
      out
      of: (a) this Agreement; (b) Sellinger’s employment with Anheuser-Busch; and/or
      (c) the cessation of Sellinger’s employment with Anheuser-Busch must be resolved
      through the Anheuser-Busch Dispute Resolution Program,

     

    
      
        
        

      

      
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    which
      includes
      final and binding arbitration of covered claims. Sellinger acknowledges that
      he
      has previously signed the “Mutual Agreement to Arbitrate Claims” which is
      attached to this Agreement as Exhibit A and is incorporated by this
      reference.

    


    11.
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-Busch:

    Anheuser-Busch
      Companies, Inc.

    One
      Busch
      Place

    St.
      Louis, MO
      63118

    Attn.:
      President
& Chief Executive Officer

    


    If
      to Mr.
      Sellinger:

    Mr.
      Joseph P.
      Sellinger

    15
      West
      Geyer

    St.
      Louis, Missouri
      63131

    


    


    12. SELLINGER
      STATES THAT HE HAS CAREFULLY READ THIS “CONFIDENTIAL 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. SELLINGER FURTHER REPRESENTS
      AND AGREES THAT:

    


    
      	·  	
              HE
                HAS BEEN ADVISED BY ANHEUSER-BUSCH TO CONSULT WITH AN ATTORNEY PRIOR
                TO
                SIGNING THIS AGREEMENT;

            


    

    


    
      	·  	
              HE
                FULLY UNDERSTANDS THAT HIS EXECUTION OF THIS AGREEMENT CONSTITUTES
                A FULL
                AND FINAL RELEASE OF ALL CLAIMS HE MAY HAVE AGAINST ANHEUSER-BUSCH
                AS OF
                THE EFFECTIVE DATE OF THIS AGREEMENT WITH FINAL AND BINDING
                EFFECT;

            


    

    


    
      	·  	
              HE
                HAS BEEN GIVEN AT LEAST 21 DAYS TO CONSIDER THIS
                AGREEMENT;

            


    

    


    
      	·  	
              FOR
                A
                PERIOD OF SEVEN DAYS FROM THE DATE HE SIGNS THIS AGREEMENT, SELLINGER
                MAY
                REVOKE THIS AGREEMENT BY

            


    

     

    
      
        
        

      

      
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              NOTIFYING
                ANHEUSER-BUSCH IN WRITING OF HIS INTENT TO DO SO;
                AND

            


       

    

    
      	·  	
              THIS
                AGREEMENT WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION
                PERIOD HAS EXPIRED.

            


    

    


    THIS
      AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE, WHICH MAY BE ENFORCED BY THE
      PARTIES.

    


    The
      parties to this
      Confidential Agreement and General Release now voluntarily and knowingly execute
      this Agreement.

    


    ANHEUSER-BUSCH
      COMPANIES, INC.

    


    


    By: /s/
      Patrick Stokes          
     Date: 
      11/27/06                    


    President
      &

    Chief
      Executive
      Officer 

    
 

    /s/
      Joseph P.
      Sellinger               Date: 
      11/2/06       
              


    JOSEPH
      P.
      SELLINGER

     

     

    
      
        
        

      

      
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