Unassociated Document


    
      

    


    Exhibit
      10.29


    CONFIDENTIAL
      AGREEMENT AND GENERAL RELEASE

    


    This
      Confidential
      Agreement and General Release (“Agreement”) is between ANHEUSER-BUSCH
      INCORPORATED,
      a Missouri
      corporation with its principal offices at One Busch Place, St. Louis, Missouri,
      63118, its parent, affiliates, subsidiaries, successors and assigns
      (collectively “Anheuser-Busch”), and JAMES
      F.
      HOFFMEISTER
      of 6902
      Christopher Drive, St. Louis, Missouri 63129 (“Hoffmeister”).

    


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

    


    1.
      Retirement:

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

    B.
 Until
      his
      retirement, Hoffmeister will remain in his current position as Group
      Vice-President, Procurement, Logistics and Agriculture to assist in the orderly
      transfer of his duties and responsibilities.

    C. Unless
      otherwise
      agreed to by the parties, Hoffmeister 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. Hoffmeister
      will be
      eligible to receive a 2006 bonus from Anheuser-Busch, which shall be paid to
      him
      not later than March 15, 2007.

    E. Hoffmeister
      will
      not receive further Long Term Incentives (in the form of stock options or
      restricted stock). Hoffmeister’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 Hoffmeister all
      rights, title and interest in the 2007 Cadillac-Escalade AWD (VIN:
      1GYFK638X7R306714) 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 Hoffmeister 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 Hoffmeister 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 provided Hoffmeister with Executive level outplacement
      services, at a cost not to exceed $30,000, with a firm to be mutually selected
      by Anheuser-Busch and Hoffmeister; provided, however, that Hoffmeister must
      commence outplacement services on or before February 28, 2007 otherwise, he
      will
      forfeit all rights to this benefit, and Anheuser-Busch will pay the cost for
      such services to the provider on or before March 15, 2007.

    D. 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
      $875,000 through Metropolitan Life, or its successor (“Insurer”), that it
      currently provides to Hoffmeister, as follows: Anheuser-Busch will continue
      to
      make monthly premium payments of $742.88 through February 2007; on or before
      March 15, 2007 it will pay to Insurer the sum of $9,303, 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 $9,639, 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 $10,174, 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 $2,698.50 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 Hoffmeister.

    


    
      
        
        

      

      
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    3.
Normal
      Retirement Benefits:

    A. Upon
      his November
      30, 2006 retirement Hoffmeister will be entitled to retiree medical benefits
      under the terms of the applicable retiree medical benefits plan then in effect.
      Hoffmeister shall also be entitled to elect distribution of benefits from the
      Anheuser-Busch Salaried Employees’ Pension Plan (“SEPP”), and the Anheuser-Busch
      Deferred Income Stock Purchase and Savings Plan (“401(k)”), according to the
      terms of such plans. Hoffmeister 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 Hoffmeister 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 Hoffmeister according to the
      terms of the applicable plan and pursuant to Hoffmeister’s existing
      election.

    


    4. Consulting
      Arrangement

    A. Upon
      Hoffmeister’s
      November 30, 2006 retirement, Anheuser-Busch agrees to retain Hoffmeister 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, Hoffmeister agrees to make
      himself available to consult with Anheuser-Busch up to 20 hours per calendar
      month on procurement, logistics and agricultural matters, 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 Hoffmeister be required to provide services to Anheuser-Busch at an annual
      rate that is 45% or more of the services Hoffmeister 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 Hoffmeister a consulting fee of
      $29,167.00 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.

     

     

    
      
        
        

      

      
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    C. Hoffmeister’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 Hoffmeister 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.
      

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

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

    F. Anheuser-Busch
      and
      Hoffmeister agree that the terms and conditions of the Indemnification Agreement
      between Anheuser-Busch Companies, Inc. and Hoffmeister effective July 1, 2004
      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 Hoffmeister 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 Hoffmeister against expenses (including
      attorney fees), judgments, fines or amounts paid in settlement resulting from
      such suits, except to the extent that such amounts are incurred as a result
      of
      Hoffmeister’s gross negligence or willful misconduct.

     

     

    
      
        
        

      

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

    


    4.
      No
      Reemployment

    Hoffmeister
      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. Hoffmeister 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

    Hoffmeister
      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, Hoffmeister, 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 Hoffmeister, his heirs, executors,
      administrators, successors and assigns (referred to collectively throughout
      this
      Agreement as “Hoffmeister”) 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 Hoffmeister’s employment by Anheuser-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;

            


    

    


    
      
        
        

      

      
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              (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 Hoffmeister under any Anheuser-Busch employee
      benefit plan in which Hoffmeister is or was a participant.

    B. Hoffmeister
      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, Hoffmeister 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. Hoffmeister
      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 available to
      the
      public including, but not limited to, business, financial, trade, technical
      or
      technological information. Hoffmeister acknowledges and agrees that he remains
      subject to the “Employee Agreement as to Intellectual Property and
      Confidentiality,”

     

    
      
        
        

      

      
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    which
      he has
      previously signed and is incorporated into this Agreement by this
      reference.

    B. Hoffmeister
      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. Hoffmeister
      acknowledges that Anheuser-Busch Companies, Inc., the parent company of
      Anheuser-Busch Incorporated, 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,
      Hoffmeister 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. Hoffmeister
      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 Hoffmeister shall forfeit all remaining consulting
      payments due under paragraph 4 In the event that Anheuser-Busch believes that
      Hoffmeister is in violation of any provision of this paragraph 8, Anheuser-Busch
      shall give Hoffmeister written notice of such violation and Hoffmeister shall
      be
      provided with a reasonable

     

    
      
        
        

      

      
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    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
      Hoffmeister certify that he is in compliance with this paragraph 8, and
      Hoffmeister’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 Hoffmeister 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,
      Hoffmeister 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
      Hoffmeister 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 Hoffmeister and Anheuser-Busch. Having elected to execute
      this Agreement, to fulfill the promises and receive the sums set forth,
      Hoffmeister 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
      Hoffmeister and Anheuser-Busch with respect to its subject matter. Except as
      otherwise provided in this Agreement, it supersedes all previous or
      contemporaneous negotiations, commitments, agreements, statements,
      representations, or promises, oral

     

    
      
        
        

      

      
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    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 outplacement benefits, (“Exempt
      Benefits”) provided to Hoffmeister 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. Hoffmeister
      acknowledges that he has been advised by Anheuser-Busch that there may be
      substantial federal and state income tax consequences for Hoffmeister as a
      result of entering into this Agreement, and that he should seek professional
      tax
      and legal advice before doing so. Hoffmeister 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. Hoffmeister
      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
      Hoffmeister agree that all disputes between the parties relating to or arising
      out of: (a) this Agreement; (b) Hoffmeister’s employment with Anheuser-Busch;
      and/or (c) the cessation of Hoffmeister’s employment with Anheuser-Busch must be
      resolved through the Anheuser-Busch Dispute Resolution Program, which includes
      final and binding arbitration of covered claims. Hoffmeister

     

     

    
      
        
        

      

      
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    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
      Incorporated.

    One
      Busch
      Place

    St.
      Louis, MO
      63118

    Attn.:
      President
& Chief Executive Officer

    


    If
      to Mr.
      Hoffmeister:

    Mr.
      James F.
      Hoffmeister

    6902
      Christopher
      Drive

    St.
      Louis, Missouri
      63129

    


    


    12. HOFFMEISTER
      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. HOFFMEISTER 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, HOFFMEISTER
                MAY REVOKE THIS AGREEMENT BY NOTIFYING ANHEUSER-BUSCH 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.

            


    

    


    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/
        James F.
        Hoffmeister            
Date: 
        11/27/06                    


      JAMES
        F.
        HOFFMEISTER

    

     

     

    
      
        
        

      

      
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