EX-10.2






 EXHIBIT 10.2




The Boston Beer Company, Inc.

Amended and Restated 1996 Stock Option Plan for Non-Employee Directors




1. Purpose



The purpose of The Boston Beer Company, Inc. Amended and Restated 1996 Stock Option Plan
for Non-Employee Directors (the “Plan”) is to attract and retain the services of experienced and
knowledgeable independent Directors who are not employees (“Non- Employee Directors”) of The
Boston Beer Company, Inc. (“Boston Beer”) for the benefit of Boston Beer and its shareholders
and to provide additional incentive for Non-Employee Directors to continue to work in the best
interests of Boston Beer and its shareholders through continuing ownership of Boston Beer common
stock.



2. Shares Subject to the Plan



The total number of shares of Class A Common Stock, par value $.01 per share (“Shares”), of
Boston Beer for which options may be granted under the Plan shall not exceed 550,000 in the
aggregate, subject to adjustment in accordance with Section 9 hereof.



3. Eligibility; Grant of Option



Each Non-Employee Director shall be granted an option under the Plan to acquire the greatest
number of whole shares of Class A Common Stock with a value of One Hundred Fifteen Thousand
Dollars ($115,000.00) as computed using the binomial option-pricing model as of the date of grant
upon his or her initial election to the Board of Directors of Boston Beer (the “Board”),
effective as of the date of such election or appointment. In addition, each Non-Employee Director
shall be granted an option under the Plan to acquire the greatest number of whole shares of Class
A Common Stock with a value of One Hundred Fifteen Thousand Dollars ($115,000.00) as computed
using the binomial option-pricing model as of the date of grant upon his or her election or
reelection to the Board at an annual meeting of shareholders or, in the event a new Non-Employee
Director is elected or appointed to the Board after the date of the annual meeting of the
shareholders of Boston Beer, the number of Shares underlying the option granted to the new
Non-Employee Directors shall be pro-rated based upon the number of regular meetings of the Board
remaining prior to the next annual meeting of shareholders, effective as of the date of such
election or appointment. The options shall be non-qualified options not intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).



4. Option Agreement



Each option granted under the Plan shall be evidenced by an option agreement (the
“Agreement”) duly executed on behalf of Boston Beer and by the Non-Employee Director to whom such
option is granted. Each Agreement shall (i) comply with and be subject to the terms and conditions
of the Plan, (ii) provide that the optionee agrees to continue to serve as a Director of Boston
Beer during the term for which he or she was elected and (iii) contain such other provisions not
inconsistent with the provisions of the Plan, including with respect to obligations of each
Non-Employee Director not to compete with Boston Beer, as the Board may determine.



5. Option Exercise Price



Subject to the provisions of Section 9 hereof, the option exercise price for options granted
under the Plan shall be the fair market value of the Shares covered by the option on the date of
grant of the option. For the purposes hereof and of Section 6(b), the fair market value of Shares
shall be the closing price of Class A Common Stock reported by the New York Stock Exchange or any
other national securities exchange on which such shares may be primarily traded, on the last
trading day before the date of grant, provided that if the Class A Common Stock of Boston Beer is
not listed on or actually trading on the New York Stock Exchange or another national securities
exchange, fair market value shall be determined in good faith by the Board.



6. Time and Manner of Exercise of Option



(a) Options granted under the Plan shall, subject to the provisions of Section 7, be
immediately exercisable in full; provided, however, that no option granted under the Plan may be
exercised prior to approval of the Plan by the holders of Boston Beer’s issued and outstanding
Class B Common Stock, as required by Section 13.



(b) The option may be exercised in full at one time or in part from time to time by giving
written notice to Boston Beer, signed by the person or persons exercising the option, stating the
number of Shares with respect to which the option is being exercised, accompanied by payment in
full for such Shares, which payment may be in cash or in whole or in part in Shares of the Class
A Common Stock of Boston Beer already owned for a period of at least six months by the person or
persons exercising the option, valued at fair market value, as determined under Section 5 hereof,
on the date of exercise; provided, however, that there shall be no such exercise at any one time
as to fewer than two hundred fifty (250) Shares or all of the remaining Shares then purchasable
by the person or persons exercising the option, if fewer than two hundred fifty (250) Shares.
Upon such exercise, delivery of a certificate for paid-up non-assessable Shares shall be made at
the principal Massachusetts office of Boston Beer to the person or persons exercising the option
at such time, during ordinary business hours, not more than thirty (30) days from the date of
receipt of the notice by Boston Beer, as shall be designated in such notice, or at such time,
place and manner as may be agreed upon by Boston Beer and the person or persons exercising the
option.



7. Term of Options



(a) Each option shall expire ten (10) years from the date of the granting thereof, but shall
be subject to earlier termination as herein provided.



(b) In the event of the death of an optionee, the option granted to such optionee may be
exercised by the estate of such optionee or by any person or persons who acquired the right to
exercise such option by bequest or inheritance or otherwise by reason of the death of such
optionee. Such option may be exercised at any time within one (1) year after the date of death of
such optionee, at which time the option shall terminate, or prior to the date on which the option
otherwise expires by its terms, whichever is earlier.



(c) In the event that an optionee ceases to be a Director of Boston Beer the option granted
to such optionee may be exercised by him or her, any time within three (3) years after the date
such optionee ceases to be a Director of Boston Beer, at which time the option shall terminate,
but in any event prior to the date on which the option expires by its terms, whichever is
earlier, unless termination as a Director (i) was by Boston Beer for cause, in which case the
option shall terminate immediately at the time the optionee ceases to be a Director of Boston
Beer, (ii) was because the optionee has become disabled (within the meaning of Section 22(e)(3)
of the Code), or (iii) was by reason of the death of the optionee. In the case of death, see
Section 7(b) above. In the case of disability, the option may be exercised at any time within one
(1) year after the date of termination of the optionee’s directorship with Boston Beer, at which
time the option shall terminate, but in any event prior to the date on which the option otherwise
expires by its terms, whichever is earlier.



8. Options Not Transferable



The right of any optionee to exercise an option granted to him or her under the Plan shall
not be assignable or transferable by such optionee otherwise than by will or the laws of descent
and distribution, or pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act, or the rules thereunder. Any option
granted under the Plan shall be exercisable during the lifetime of such optionee only by him or
her. Any option granted under the Plan shall be null and void and without effect upon the
bankruptcy of the optionee, or upon any attempted assignment or transfer, except as herein
provided, including without limitation any purported assignment, whether voluntary or by
operation of law, pledge, hypothecation or other disposition, attachment, trustee process or
similar process, whether legal or equitable, upon such option.



9. Adjustments Upon Changes in Capitalization



In the event that the outstanding shares of the Class A Common Stock of Boston Beer are
changed into or exchanged for a different number or kind of shares or other securities of Boston
Beer or of another corporation by reason of any reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares or dividends payable in
capital stock, appropriate adjustment shall be made in the number and kind of shares as to which
outstanding options, or portions thereof then unexercised, shall be exercisable, to the end that
the proportionate interest of the optionee shall be maintained as before the occurrence of such
event, and such adjustment in outstanding options shall be made without change in the total price
applicable to the unexercised portion of such options and with a corresponding adjustment in the
option price per share.



10. Restrictions on Issue of Shares



Notwithstanding the provisions of Section 6 hereof, Boston Beer may delay the issuance of
Shares covered by the exercise of any option granted under the Plan and the delivery of a
certificate for such Shares until one of the following conditions shall be satisfied:




(i) the Shares with respect to which an option has been exercised are at the time of the
issue of such Shares effectively registered under applicable Federal and state securities
acts now in force or hereafter amended; or




(ii) counsel for Boston Beer shall have given an opinion, which opinion shall not be
unreasonably conditioned or withheld, that such Shares are exempt from registration under
applicable federal and state securities acts now in force or hereafter amended.



It is intended that all exercises of options granted under the Plan shall be effective.
Accordingly, Boston Beer shall use its best efforts to bring about compliance with the above
conditions within a reasonable time, except that Boston Beer shall be under no obligation to cause
a registration statement or a post-effective amendment to any registration statement to be prepared
at its expense solely for the purpose of covering the issue of Shares in respect of which any
option may be exercised, except as otherwise agreed to by Boston Beer in writing.



11. Rights on Holder on Purchase for Investment; Subsequent Registration



Unless the Shares to be issued upon exercise of an option granted under the Plan have been
effectively registered under the Securities Act of 1933 (the “1933 Act”), as now in force or
hereafter amended, Boston Beer shall be under no obligation to issue any Shares covered by any
option unless the person who exercises such option, in whole or in part, shall give a written
representation and undertaking to Boston Beer which is satisfactory in form and scope to counsel
to Boston Beer and upon which, in the opinion of such counsel, Boston Beer may reasonably rely,
that he or she is acquiring the Shares issued to him pursuant to such exercise of the option for
his or her own account as an investment and not with a view to, or for sale in connection with,
the distribution of any such Shares, and that he or she will make no transfer of the same except
in compliance with any rules and regulations in force at the time of such transfer under the 1933
Act, or any other applicable law, and that if Shares are issued without such registration a
legend to this effect may be endorsed upon the securities so issued. In the event that Boston
Beer shall, nevertheless, deem it necessary or desirable to register under the 1933 Act or other
applicable statutes any Shares with respect to which an option shall have been exercised, or to
qualify any such Shares for exemption from the 1933 Act or other applicable statutes, then Boston
Beer shall take such action at its own expense and may require from each optionee such
information in writing for use in any registration statement, prospectus, preliminary prospectus
or offering circular as is reasonably necessary for such purpose and may require reasonable
indemnity to Boston Beer and its Officers and Directors from such holder against all losses,
claims, damages and liabilities arising from such use of the information so furnished and caused
by any untrue statement of any material fact therein or caused by the omission to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made.



12. Loans Prohibited



Boston Beer shall not, directly or indirectly, lend money to an optionee or to any person or
persons entitled to exercise an option by reason of the death of an optionee for the purpose of
assisting any of them in the acquisition of Shares covered by an option granted under the Plan.



13. Approval of Shareholders



The Plan shall be subject to approval by the affirmative vote of the holders of a majority of
the issued and outstanding shares of the Class B Common Stock of Boston Beer present or
represented and entitled to vote at a duly held shareholders’ meeting, or by written consent of
all of the holders of such Class B Common Stock, and shall take effect immediately as of its date
of adoption upon such approval.



14. Expenses of the Plan



All costs and expenses of the adoption and administration of the Plan shall be borne by
Boston Beer, and none of such expenses shall be charged to any optionee.



15. Termination and Amendment of Plan



Unless sooner terminated as herein provided, the Plan shall terminate on May 21, 2026. The
Board may at any time terminate the Plan or make such modification or amendment thereof as it
deems advisable; provided, however, that, except as provided in Section 9 hereof, no modification
or amendment to the provisions of the Plan may be made more than once every six (6) months other
than to comport with changes in the Code, the Employee Retirement Income Security Act, or the
rules thereunder, if the effect of such amendment or modification would be to change (i) the
requirements for eligibility under the Plan, (ii) the timing of the grants of options to be
granted under the Plan or the exercise price thereof, or (iii) the number of Shares subject to
options to be granted under the Plan either in the aggregate or to one Director. Any amendment to
the provisions of the Plan which (i) materially increases the number of Shares which may be
subject to options granted under the Plan, (ii) materially increases the benefits accruing to
Non-Employee Directors under the Plan, or (iii) materially modifies the requirement for
eligibility to participate in the Plan, shall be subject to approval by the holders of Boston
Beer’s Class B Common Stock obtained in the manner stated in Section 13 hereof. Termination or
any modification or amendment of the Plan shall not, without the consent of an optionee, affect
his or her rights under an option previously granted to him or her.



16. Limitation of Rights in the Option Shares



An optionee shall not be deemed for any purpose to be a shareholder of Boston Beer with
respect to any of the options except to the extent that the option shall have been exercised
with respect thereto and, in addition, a certificate shall have been issued theretofore and
delivered to the optionee.



Each option granted under the Plan and any transaction related thereto shall be subject
to Boston Beer’s Insider Trading Policy, Stock Ownership and Retention Guidelines, Ban on
Hedging/Pledging Company Stock, and any other similar policies or guidelines established by
the Company. Boston Beer will ensure that copies of such documents are readily available and
accessible to all Non-Employee Directors.



17. Notices



Any communication or notice required or permitted to be given under the Plan shall be in
writing, and mailed by registered or certified mail or delivered by hand, if to Boston Beer, to
its principal place of business, Attention: President, and, if to an optionee, to the address as
appearing on the records of Boston Beer.



18. Compliance with Rule 16b-3



It is the intention of Boston Beer that the Plan comply in all respects with Rule 16b-3
promulgated under Section 16(b) of the Securities Exchange Act of 1934 (the “1934 Act”) and that
Participants remain disinterested persons for purposes of administering other employee benefit
plans of Boston Beer and having transactions under such other plans be exempt from Section 16(b)
of the 1934 Act. Therefore, if any Plan provision is found not to be in compliance with Rule
16b-3 or if any Plan provisions would disqualify Participants from remaining disinterested
persons, that provisions shall be deemed null and void, and in all events the Plan shall be
construed in favor of its meeting the requirements of Rule 16b-3.



Approved by the Board of Directors and by the holders of the Class B Common Stock of the Company
on December 20, 2017.