exv10w1






Exhibit 10.1









Anheuser-Busch InBev




Stock Options Grant of 25 November 2008




Terms and Conditions




US Participants





 









 









	1	 	Definitions
	 
	 	 	When used in this document, the following terms are to have the meaning ascribed to them as
indicated below, unless expressly indicated otherwise:





	 	 	 	 
	 	Banking Day

	 	any day other than a Saturday, a Sunday or a
public holiday in Belgium, on which banks in
Belgium are open for business;
	 	 
	 	 
	 	Board of Directors

	 	the Board of Directors of Anheuser-Busch InBev;
	 	 
	 	 
	 	Code of Dealing

	 	the Anheuser-Busch InBev Dealing Code, as amended
from time to time;
	 	 
	 	 
	 	Committee

	 	the Compensation and Nominating Committee of
Anheuser-Busch InBev;
	 	 
	 	 
	 	Data Controller

	 	Anheuser-Busch InBev;
	 	 
	 	 
	 	Data Processor

	 	any third party designated by the Data Controller
to process Personal Data on behalf of the Data
Controller in accordance with Clause 17 for the
implementation, administration and management of
the Plan and the Shares register and Options
register in electronic form;
	 	 
	 	 
	 	Death Pro-Rata Options A

	 	has the meaning given to it in Clause 7.7.1(i);
	 	 
	 	 
	 	Death Pro-Rata Options B

	 	has the meaning given to it in Clause 7.7.2(i);
	 	 
	 	 
	 	Dismissal for Serious Cause

	 	dismissal for serious cause as defined in the
Belgian Law of 3 July 1978 or any other equivalent
relevant local law, to the extent that they apply
to the Participant concerned;
	 	 
	 	 
	 	Dismissal Pro-Rata Options B

	 	has the meaning given to it in Clause 7.3.2(ii);
	 	 
	 	 
	 	Eligible Employee

	 	an employee of Anheuser-Busch InBev or its
majority-owned subsidiaries (within the meaning of
Article 6 of the Belgian Code of Companies) who
received an Offer Letter;
	 	 
	 	 
	 	Exercise

	 	the legal act whereby a Participant, by exercising
Options acquires the Shares to which the Options
relate;
	 	 
	 	 
	 	Exercise Period A

	 	the period running from 1 January 2014 to 24
November 2018 (inclusive);
	 	 
	 	 
	 	Exercise Period B

	 	the period running from 1 January 2019 to 24
November 2023 (inclusive);
	 	 
	 	 
	 	Exercise Period A Starting
Date

	 	1 January 2014;
	 	 
	 	 
	 	Exercise Period B Starting
Date

	 	1 January 2019;






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	 	Exercise Price

	 	the price per Option A and Option B that a
Participant must pay for the Exercise of his/her
Options, and which is set out in the Offer Letter;
	 	 
	 	 
	 	Expiry Date A

	 	24 November 2018;
	 	 
	 	 
	 	Expiry Date B

	 	24 November 2023;
	 	 
	 	 
	 	Form of Acceptance of
Options

	 	the form whereby an Eligible Employee accepts all
or part of the Options or refuses the Options;
	 	 
	 	 
	 	Anheuser-Busch InBev

	 	Anheuser-Busch InBev SA/NV, with its registered
office at Grand Place 1, B-1000 Brussels, Belgium;
	 	 
	 	 
	 	Offer Date

	 	25 November 2008;
	 	 
	 	 
	 	Offer Letter

	 	the letter whereby Anheuser-Busch InBev offers
Options to an Eligible Employee;
	 	 
	 	 
	 	Offer Period

	 	the period starting on 25 November 2008 and ending
on 24 February 2009 (inclusive).
	 	 
	 	 
	 	Option A

	 	the right to purchase from Anheuser-Busch InBev
one existing Share during the Exercise Period A in
accordance with these terms and conditions;
	 	 
	 	 
	 	Option B

	 	the right to purchase from Anheuser-Busch InBev
one existing Share during the Exercise Period B in
accordance with these terms and conditions;
	 	 
	 	 
	 	Option Exercise Form

	 	the notification in written and/or electronic
format in the form determined by the Board of
Directors, the Committee or any third party
appointed by Anheuser-Busch InBev to that effect,
whereby a Participant notifies Anheuser-Busch
InBev or any third party designated by
Anheuser-Busch InBev to that effect of his/her
decision to Exercise all or part of his/her
Options in accordance with Clause 6.4;
	 	 
	 	 
	 	Options

	 	the Options A and Options B which have been
offered to an Eligible Employee and which have
been accepted by the Eligible Employee through the
returning to Anheuser-Busch InBev in due time of a
duly completed Form of Acceptance of Options;
	 	 
	 	 
	 	Outsourcing

	 	a situation whereby (i) a Participant is dismissed
by Anheuser-Busch InBev or a subsidiary of
Anheuser-Busch InBev in the framework of a
collective dismissal (in the meaning of the
Belgian Law of 13 February 1998 or its equivalent
in the jurisdiction of the Participant) and is
re-employed, together with the other persons who
have been likewise dismissed, by a third party
company which is not an affiliate of
Anheuser-Busch InBev and which is providing
services to Anheuser-Busch InBev; or (ii) a
Participant is transferred by Anheuser-Busch InBev






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	 	 	 	or a subsidiary of Anheuser-Busch InBev in the
framework of the Belgian Collective Bargaining
Agreement n°32bis of 7 June 1985 (or its
equivalent in the jurisdiction of the Participant)
to a third party company which is not an affiliate
of Anheuser-Busch InBev and which is providing
services to Anheuser-Busch InBev;
	 	 
	 	 	 	 
	 	Outsourcing Pro-Rata
Options B	 	has the meaning given to it in Clause 7.4.2(ii);
	 	 
	 	 	 	 
	 	Participant	 	any Eligible Employee who has completed and
returned to Anheuser-Busch InBev a Form of
Acceptance of Options in due time and who has
accepted all or part of the Options, or any
Successor to whom Options have been transferred in
accordance with these terms and conditions;
	 	 
	 	 	 	 
	 	Performance Test

	 	
	 	on any Observation Date.
	 	 
	 	 	 	 
	 	 

	 	where:	 	 
	 	 
	 	 	 	 
	 	 

	 	Total Net Debt
	 	means the “Total Net Debt” (as
defined in Clause 25.1 of the Senior Facilities
Agreement) on the relevant Observation Date;
	 	 
	 	 	 	 
	 	 

	 	EBITDA
	 	means “EBITDA” (as defined in Clause 25.1
of the Senior Facilities Agreement) for the
financial year ending on the relevant Observation
Date;
	 	 
	 	 	 	 
	 	 

	 	Observation Date
	 	means 31 December 2009, 2010,
2011, 2012 and 2013;
	 	 
	 	 	 	 
	 	Personal Data	 	each item of information relating to a Participant;
	 	 
	 	 	 	 
	 	Plan	 	the present Anheuser-Busch InBev Stock Option Plan;
	 	 
	 	 	 	 
	 	Prohibited Period	 	any period defined as such in the Code of Dealing;
	 	 
	 	 	 	 
	 	Senior Facilities Agreement	 	the US$45,000,000,000 senior facilities agreement
dated 12 July 2008 between, inter alia,
Anheuser-Busch InBev as original borrower and
certain financial institutions as mandated lead
arrangers and bookrunners; Participants may obtain
a copy of the Senior Facilities Agreement from
their respective local People Officer;
	 	 
	 	 	 	 
	 	Share	 	an ordinary share of Anheuser-Busch InBev;
	 	 
	 	 	 	 
	 	Successor	 	the successor of a Participant as determined under
the applicable law of succession and/or the
persons






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	 	designated by a Participant, in accordance
with the applicable law of succession, to inherit
the rights of the Participant under the Plan after
the death of the Participant;
	 
	 	 
	Trading Day

	 	any day on which the regulated market of Euronext
Brussels is open for trading.







	2	 	Approval of the Plan Documentation
	 
	 	 	The Plan forms part of an agreement between the Participant and Anheuser-Busch InBev. By
returning to Anheuser-Busch InBev a completed and signed Form of Acceptance of Options in
due time, the Participant unconditionally agrees to be bound by these terms and conditions.
	 
	3	 	Confirmation by Shareholders’ Meeting
	 
	 	 	The Options are granted subject to the confirmation of the Plan by the Annual Shareholders’
Meeting of Anheuser-Busch InBev at its meeting relating to the financial year ending on 31
December 2008.
	 
	4	 	Acceptance of the Options
	 
	4.1	 	Full or partial acceptance
	 
	 	 	An Eligible Employee to whom Options A and Options B are being offered has the possibility
of accepting only part of them. In case of partial acceptance, the Eligible Employee must
accept the same number of Options A and Options B. To that effect, the Eligible Employee
shall mention in the Form of Acceptance of Options the exact number of accepted Options A
and Options B. If an Eligible Employee accepts only part of the Options A and Options B,
he/she shall be deemed to have refused the other Options A and Options B offered to him/her.
	 
	4.2	 	Mode of acceptance
	 
	 	 	The Eligible Employee shall complete, date and sign the Form of Acceptance of Options
attached to the Offer Letter communicated to him/her by Anheuser-Busch InBev and return it
to the address indicated on it. The completed Form of Acceptance of Options must reach
Anheuser-Busch InBev, or any third party designated by it to that effect, as set out in the
Offer Letter.
	 
	 	 	Failure to return the completed, dated and signed Form of Acceptance of Options as set out
in the Offer Letter will be deemed to constitute a refusal by the Eligible Employee of all
Options A and Options B offered to him/her.
	 
	5	 	Transferability
	 
	 	 	Except for transfers as a result of death (see Clause 7.7 below), Options may not be
transferred or encumbered with any security, pledge or other right, or otherwise pass to any
third party.
	 
	6	 	Exercise of the Options
	 
	6.1	 	Exercise Price




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	 	 	The Exercise Price of the Options is specified in the Offer Letter.






	6.2	 	Exercise Period






	 	6.2.1	 	Subject to Clauses 6.3 and 7, the Options A may be exercised only during the
Exercise Period A. The Options A that are not exercised within the Exercise Period A
automatically expire and become null and void.
	 
	 	6.2.2	 	Subject to Clauses 6.3 and 7, the Options B may be exercised only during the
Exercise Period B. The Options B that are not exercised within the Exercise Period B
automatically expire and become null and void.






	6.3	 	Exercise limitations






	 	6.3.1	 	The Options cannot be exercised before the Performance Test is met by
Anheuser-Busch InBev on one of the Observation Dates.
	 
	 	 	 	The Performance Test will be carried out, and the outcome of the test will be
communicated to the Participants, as soon as practicable after the Performance Test
has been met, and at the latest after the publication by Anheuser-Busch InBev of its
annual results relating to the financial years ending on 31 December 2013.
	 
	 	 	 	An explanation of the Performance Tests may be obtained by the Participants from
their respective local People Officer.
	 
	 	 	 	The Options shall automatically become null and void if the Performance Test has not
been met at the latest at 31 December 2013.
	 
	 	6.3.2	 	The Options may not, under any circumstances, be exercised during a Prohibited
Period or in breach of any applicable laws prohibiting insider dealing.






	6.4	 	Terms of Exercise
	 
	 	 	An Option will be deemed exercised upon receipt by Anheuser-Busch InBev, or any other person
designated to that effect by Anheuser-Busch InBev, at any time during the Exercise Period A
or the Exercise Period B, as applicable (but not later than 2:00 p.m. Brussels time on the
last Banking Day of the Exercise Period A or the Exercise Period B, as applicable), of the
following:






	 	6.4.1	 	a duly completed Option Exercise Form explicitly mentioning the number of
Options being exercised;
	 
	 	6.4.2	 	any other statements and documents that the Chairman of the Board of
Directors, the Committee or any other person designated to that effect by the
Committee, deems necessary or desirable in order to comply with all applicable legal
and regulatory provisions.






	6.5	 	Payment of the Exercise Price






	 	6.5.1	 	Full payment of the Exercise Price (as well as related costs, taxes and
duties, if any) must take place at the latest five (5) Banking Days after the date of
exercise, in the manner indicated on the Option Exercise Form. Transfer of ownership
of the Shares will occur upon receipt by Anheuser-Busch InBev of the Exercise Price.
However, if applicable, transfer of ownership may be postponed until payment by the
Participant of all amounts and taxes due in the framework of any tax equalisation
arrangement relating to the Plan.
	 
	 	6.5.2	 	Anheuser-Busch InBev may, at its discretion, set up a mechanism of “cashless”
Exercise whereby a Participant may elect to simultaneously Exercise Options and sell
the Shares




6









 






	 	 	 	underlying the exercised Options. In that case, the Exercise Price will be paid to
Anheuser-Busch InBev from the proceeds of the sale of the Shares, in accordance with
Clause 6.5.1.






	 	 	 	By opting for a cashless Exercise, the Participant:






	 	(i)	 	instructs the financial intermediary appointed by Anheuser-Busch
InBev to sell on the market the Shares underlying the exercised Options; and
	 
	 	(ii)	 	instructs Anheuser-Busch InBev to: (i) deliver, on the
Participant’s behalf, the Shares underlying the exercised Options to such
financial intermediary for their sale on the market; and (ii) collect from that
financial intermediary the proceeds of the sale of those Shares.






	 	 	 	Following the delivery of the Shares by Anheuser-Busch InBev to the financial
intermediary, the obligation of Anheuser-Busch InBev to deliver Shares (or the sale
proceeds thereof) to the Participant will be set off against the obligation of the
Participant to pay the Exercise Price to Anheuser-Busch InBev. Any amount in excess
of the Exercise Price collected by Anheuser-Busch InBev, after payment of all
applicable costs, fees and taxes due by the Participant and, if applicable, any
amount due by the Participant in the framework of any tax equalisation arrangement
relating to the Plan, as a result of the cashless exercise, will be transferred to
the Participant.
	 
	 	6.5.3	 	If the Participant fails to pay the Exercise Price within the timeframe
provided in Clause 6.5.1, he/she thereby authorises Anheuser-Busch InBev to sell the
Shares underlying the Options so exercised. The sale will take place on the sixth
(6th) Banking Day after the date of exercise. The proceeds of the sale of
the Shares will be applied in the following order: first, payment of all costs, fees
and taxes due as a result of the Exercise and the sale of the Shares; secondly, payment
of the Exercise Price to Anheuser-Busch InBev; thirdly, payment of the remaining sale
proceeds to the Participant.
	 
	 	 	 	However, the Exercise will be automatically cancelled should Anheuser-Busch InBev
consider that the sale proceeds would be insufficient to cover: (i) the Exercise
Price to be paid to Anheuser-Busch InBev; and (ii) the costs, fees and taxes that
would be due by the Participant as a result of the Exercise and the sale of the
Shares.






	7	 	Expiry of the Options before the end of the Exercise Period A or the Exercise Period B and
situation upon Termination of Service
	 
	7.1	 	Default under the Senior Facilities Agreement
	 
	 	 	In case of a default by Anheuser-Busch InBev or any of its subsidiaries under the Senior
Facilities Agreement, which has not been cured or waived in accordance with the provisions
of the Senior Facilities Agreement, all Options not yet exercised will automatically expire
and become null and void on the date such default has occurred.
	 
	 	 	Anheuser-Busch InBev will, as soon as practically possible, inform the Participants of the
occurrence of any default under the Senior Facilities Agreement, which has not been cured of
waived.
	 
	7.2	 	Resignation and dismissal for serious cause






	 	7.2.1	 	Options A




7









 






	 	 	 	Upon resignation or Dismissal for Serious Cause of a Participant:






	 	(i)	 	all Options A which are not exercisable under Clauses 6.2 and
6.3.1 above on the date of the end of the employment contract automatically
expire and become null and void; and
	 
	 	(ii)	 	all Options A which are exercisable under Clauses 6.2 and 6.3.1
above on the date of the end of the employment contract remain exercisable in
accordance with these terms and conditions.






	 	 	 	The above rules apply notwithstanding any recourse which might be introduced by a
dismissed Participant against such dismissal.






	 	7.2.2	 	Options B
	 
	 	 	 	Upon resignation or Dismissal for Serious Cause of a Participant the rules set out in
Clause 7.2.1 apply to the Options B.






	7.3	 	Dismissal other than for serious cause and retirement or “pre-pension” before the age of 60






	 	7.3.1	 	Options A
	 
	 	 	 	Upon dismissal of a Participant other than for serious cause or in case of retirement
or “pre-pension” of a Participant before the age of 60:






	 	(i)	 	if the employment contract ends before the Exercise Period A
Starting Date, all Options A automatically expire and become null and void;
	 
	 	(ii)	 	if the employment contract ends during the Exercise Period A all
Options A remain exercisable in accordance with these terms and conditions.






	 	 	 	The above rules apply notwithstanding any recourse which might be introduced by a
dismissed Participant against such dismissal.






	 	7.3.2	 	Options B
	 
	 	 	 	Upon dismissal of a Participant other than for serious cause or in case of retirement
or “pre-pension” of a Participant before the age of 60:






	 	(i)	 	if the employment contract ends before the Exercise Period A
Starting Date, all Options B automatically expire and become null and void;
	 
	 	(ii)	 	if the employment contract ends on or after the Exercise Period A
Starting Date but before the Exercise Period B Starting Date, a portion of the
Options B (the “Dismissal Pro-Rata Options B”) will remain exercisable by the
Participant in accordance with these terms and conditions, provided that, if so
requested by Anheuser-Busch InBev, the Participant enters into a non-competition
agreement. The modalities of the non-competition agreement will be agreed upon
after the employment contract has ended.
	 
	 	 	 	The number of Dismissal Pro-Rata Options B will be calculated on the basis of
the following formula:





	 	 	 	 	 	 	 	 	 
	 

	 	PRO
	 	=
	 	Ob x M
 

120
	 	 







	 	 	 	PRO            means the number of Dismissal Pro-Rata Options B




8









 






	 	 	 	Ob                means the number of Options B






M                means the number of full calendar months of employment of the Participant
within the Anheuser-Busch InBev group during the period from the Offer Date
until the end of the employment contract.




Options which do not qualify as Dismissal Pro-Rata Options automatically
expire and become null and void; and




	 	(iii)	 	if the employment contract ends during the Exercise Period B,
all Options B remain exercisable in accordance with these terms and conditions.






	 	 	 	The above rules apply notwithstanding any recourse which might be introduced by a
dismissed Participant against such dismissal.






	7.4	 	Outsourcing






	 	7.4.1	 	Options A
	 
	 	 	 	In the case of Outsourcing:






	 	(i)	 	if the date of Outsourcing occurs before the Exercise Period A
Starting Date, all Options A automatically expire and become null and void;
	 
	 	(ii)	 	if the date of Outsourcing occurs during the Exercise Period A
all Options A remain exercisable in accordance with these terms and conditions.






	 	 	 	The above rules apply notwithstanding any recourse which might be introduced by a
dismissed Participant against such Outsourcing.
	 
	 	7.4.2	 	Options B






	 	(i)	 	if the date of Outsourcing occurs before the Exercise Period A
Starting Date, all Options B automatically expire and become null and void;
	 
	 	(ii)	 	if the date of Outsourcing occurs on or after the Exercise Period
A Starting Date but before the Exercise Period B Starting Date, a portion of the
Options B (the “Outsourcing Pro-Rata Options B”) will remain exercisable by the
Participant in accordance with these terms and conditions, provided that, if so
requested by Anheuser-Busch InBev, the Participant enters into a Non-Competition
Agreement. The modalities of the Non-Competition Agreement will be agreed upon
after the effective date of Outsourcing.
	 
	 	 	 	The number of Outsourcing Pro-Rata Options B will be calculated on the basis
of the following formula:





	 	 	 	 	 	 	 	 	 
	 

	 	PRO
	 	=
	 	Ob x M
 

120
	 	 







	 	 	 	PRO            means the number of Outsourcing Pro-Rata Options B
	 
	 	 	 	Ob                means the number of Options B






M                means the number of full calendar months of employment of the Participant
within the Anheuser-Busch InBev Group during the period from the Offer Date
until the date of effective Outsourcing.



9









 






	 	 	 	Options which do not qualify as Outsourcing Pro-Rata Options automatically
expire and become null and void; and
	 
	 	(iii)	 	if the date of Outsourcing occurs during the Exercise Period B
all Options B remain exercisable in accordance with these terms and conditions.






	 	 	 	The above rules apply notwithstanding any recourse which might be introduced by a
dismissed Participant against such Outsourcing.






	7.5	 	Retirement at or after the age of 60 or termination following permanent disability






	 	7.5.1	 	Options A
	 
	 	 	 	In the case of retirement at or after the age of 60 or in the case of termination
following permanent disability:






	 	(i)	 	all Options A which are not exercisable under Clauses 6.2 and
6.3.1 above on the date of the end of the employment contract may be exercised
by the Participant in accordance with these terms and conditions provided that,
if so requested by Anheuser-Busch InBev, the Participant enters into a
Non-Competition Agreement. The modalities of the Non-Competition Agreement will
be agreed upon after the employment contract has ended; and
	 
	 	(ii)	 	all Options A which, on the date of the end of the employment
contract, are exercisable according to Clauses 6.2 and 6.3.1 above remain
exercisable in accordance with these terms and conditions.






	 	7.5.2	 	Options B
	 
	 	 	 	In the case of retirement at or after the age of 60 or in the case of termination
following permanent disability the rules set out in Clause 7.5.1 apply to the Options
B.






	7.6	 	The notions of retirement, “pre-pension” and permanent disability are to be defined by
reference to the law governing the employment contract or, alternatively, by the pension plan
rules in the relevant jurisdiction or, if applicable, by the directorship of the Participant.
	 
	7.7	 	Death






	 	7.7.1	 	Options A
	 
	 	 	 	In the case of death of a Participant:






	 	(i)	 	a portion of the Options A inherited or otherwise acquired as a
result of the Participant’s death which are not exercisable under Clauses 6.2
and 6.3.1 above, will remain exercisable in accordance with these terms and
conditions (the “Death Pro-Rata Options A”). The number of Death Pro-Rata
Options A will be calculated on the basis of the following formula:





	 	 	 	 	 	 	 	 	 
	 

	 	PRO
	 	=
	 	Ob x M
 

60
	 	 







	 	 	 	PRO            means the number of Death Pro-Rata Options A
	 
	 	 	 	Ob                means the number of Options A






M                means the number of full calendar months of employment of the deceased
Participant within the Anheuser-Busch InBev Group during the period from the
Offer Date until the date of death.



10









 






	 	 	 	Options A which do not qualify as Death Pro-Rata Options A automatically
expire and become null and void; and






	 	(ii)	 	all Options A which, at the date of death of the Participant, are
exercisable according to Clauses 6.2 and 6.3.1 above remain exercisable by the
Successors in accordance with these terms and conditions.






	 	7.7.2	 	Options B
	 
	 	 	 	In the case of death of a Participant:






	 	(i)	 	a portion of the Options B inherited or otherwise acquired as a
result of the Participant’s death which are not exercisable under Clauses 6.2
and 6.3.1 above, will remain exercisable in accordance with these terms and
conditions (the “Death Pro-Rata Options B”). The number of Death Pro-Rata
Options B will be calculated on the basis of the following formula:





	 	 	 	 	 	 	 	 	 
	 

	 	PRO
	 	=
	 	Ob x M
 

120
	 	 







	 	 	 	PRO            means the number of Death Pro-Rata Options B
	 
	 	 	 	Ob                means the number of Options B






M                means the number of full calendar months of employment of the deceased
Participant within the Anheuser-Busch InBev Group during the period from the
Offer Date until the date of death.




Options B which do not qualify as Death Pro-Rata Options B automatically
expire and become null and void; and




	 	(ii)	 	all Options B which, at the date of death of the Participant, are
exercisable according to Clauses 6.2 and 6.3.1 above remain exercisable by the
Successors in accordance with these terms and conditions.






	8	 	Amendment to the Capital Structure and Anti-dilution Measures
	 
	 	 	Anheuser-Busch InBev expressly reserves the right to proceed with corporate changes that
have an impact on its capital, such as capital increases, including by incorporation of
reserves in the capital, capital decreases, issuance of convertible bonds, subscription
rights or options, stock splits or reverse stock splits, combinations or reclassifications
of the Shares, mergers, (partial) demergers, as well as the right to amend the clauses in
the articles of association governing the allocation of profits or liquidation boni.
	 
	 	 	In the event that such corporate changes would have an unfavourable effect on the Options,
the Exercise Price and/or the number of Options and/or the number of Shares to which the
Options give rights will be adjusted for the purpose of safeguarding the interests of the
holders of Options, as determined at the sole discretion of the Board of Directors, subject
to any required action by the Shareholders’ Meeting of Anheuser-Busch InBev. The terms of
such adjustment will be communicated to the Participants in due time.
	 
	 	 	In the event that Anheuser-Busch InBev would be merged into another company, the rights and
obligations of Anheuser-Busch InBev under the Plan will automatically be transferred to the
absorbing company and the Options will no longer give the Participants the right to purchase
Shares but instead the right to purchase shares of the absorbing company. The number of
shares





11









 











of the absorbing company to which each Option will give right will be determined at the sole
discretion of the Board of Directors and communicated to the Participants in due time.




	9	 	Nature and characteristics of the Shares






	9.1	 	General
	 
	 	 	The Shares to be purchased upon exercise of the Options are existing ordinary shares of
Anheuser-Busch InBev with all rights and benefits generally attached to such Shares.
Anheuser-Busch InBev will, at its discretion, deliver Shares in dematerialised form or in
registered form.
	 
	9.2	 	Dividends
	 
	 	 	The Shares acquired upon Exercise of Options give rights to the dividends paid on such
Shares after the date of Exercise.
	 
	9.3	 	Transferability
	 
	 	 	The Shares acquired upon Exercise are not subject to any transfer restrictions under the
rules of the Plan.
	 
	 	 	The Shares are “restricted securities” under U.S. Securities Act of 1933, as amended (the
“Securities Act”), and may not be offered or sold except pursuant to an effective
registration statement under the Securities Act or an available exemption from registration
under the Securities Act, in each case, in accordance with any applicable securities laws of
any state or territory of the United States and of any other jurisdiction.
	 
	10	 	Expenses and Taxes
	 
	 	 	All costs related to the attribution of the Options and the delivery of the Shares will be
paid by Anheuser-Busch InBev, except taxes on stock exchange transactions and income taxes
on the income received by the Participants in connection with the offering, the ownership or
the exercise of the Options and with the acquisition of the Shares. All financing costs
related to the acquisition of the Shares are to be paid by the Participants. The
Participants shall ensure that the bank account of Anheuser-Busch InBev is credited with the
net amount.
	 
	11	 	Administration of the Plan
	 
	11.1	 	Delegation to the Committee
	 
	 	 	The Board of Directors may delegate part or all powers under the Plan to the Committee. In
the case of a delegation of powers, the Committee shall: (i) be responsible for the general
administration of the Plan in accordance with the provisions thereof, under the supervision
of the Board of Directors; and (ii) be authorised to establish rules for the administration,
interpretation and application of the Plan and, if necessary, to interpret, amend and cancel
these rules, in compliance with these terms and conditions.
	 
	 	 	In the case of a delegation of powers, the Board of Directors will retain full authority to
exercise all the rights and obligations of the Committee under the Plan at any time
whatsoever, or to delegate them to another committee constituted by the Board of Directors.
	 
	11.2	 	(Sub-)delegation to any third party





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	 	 	The Board of Directors and the Committee may (sub-)delegate certain well-specified powers to
any third party they deem appropriate.
	 
	 	 	In the case of a (sub-)delegation of powers, the Board of Directors and the Committee will
retain full authority to exercise all the rights and obligations so delegated.
	 
	12	 	Electronic Register and Electronic Evidence
	 
	12.1	 	Electronic options register
	 
	 	 	The Options may be recorded in an options register in electronic form, the maintenance of
which may be outsourced by Anheuser-Busch InBev to a third party.
	 
	12.2	 	Electronic evidence
	 
	 	 	Electronic instructions, orders, statements and communications between a Participant,
Anheuser-Busch InBev, Anheuser-Busch InBev affiliates and any third party to which powers
have been sub-delegated by Anheuser-Busch InBev for the administration of the Plan will have
the same legal status as written instructions, orders, statements and communications. The
written recording or the written reproduction of electronic orders, instructions, statements
and communications received by Anheuser-Busch InBev, Anheuser-Busch InBev affiliates and any
third party to which powers have been sub-delegated by Anheuser-Busch InBev for the
administration of the Plan, will constitute conclusive evidence between the Participant,
Anheuser-Busch InBev, Anheuser-Busch InBev affiliates and any third party to which powers
have been sub-delegated by Anheuser-Busch InBev for the administration of the Plan, unless
evidence to the contrary is provided by the Participant.
	 
	13	 	Matrimonial Regime
	 
	 	 	In the event that the matrimonial regimes of Participants confer ownership or other rights
on their spouses with respect to the Options, those Participants undertake that their
spouses shall appoint them as their sole representatives for all matters arising in relation
to the Options.
	 
	14	 	Death
	 
	 	 	In the event of a Participant’s death, any Successor acquiring Options shall inform
Anheuser-Busch InBev of the Participant’s death as soon as possible and at the latest one
month from the date of death.
	 
	15	 	Modification of the Terms and Conditions
	 
	 	 	The Board of Directors may unilaterally modify at any time the practical and/or accessory
modalities of the terms and conditions. It may also unilaterally modify the terms and
conditions when such modifications are required to comply with any change in legislation.
	 
	16	 	Nature of the Plan
	 
	 	 	Notwithstanding any provisions to the contrary included in the terms and conditions, the
Offer Letter, the Form of Acceptance of Options or any other document relating to the Plan:




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	16.1	 	the acquisition of Shares by the Participant is unrelated to his occupational pension rights
or pension claims, so that this acquisition cannot affect these occupational pension rights
and claims;
	 
	16.2	 	the Plan, the Offer Letter and the Form of Acceptance of Options or any other document
relating to the Plan do not confer upon the Participant any right to continued employment for
any period of specific duration or interfere with or otherwise restrict in any way the rights
of Anheuser-Busch InBev or its subsidiaries to terminate the Participant’s employment
according to the applicable regulations in respect of termination thereof; and
	 
	16.3	 	the grant of Options cannot be considered as a right acquired for the future.
	 
	17	 	Privacy
	 
	 	 	The Data Controller is responsible for the collection and processing of Personal Data as is
necessary for the setting-up and administration of the Plan and the Options register of
Anheuser-Busch InBev in electronic form.
	 
	 	 	The Personal Data collected by way of the Form of Acceptance of Options and the Option
Exercise Form will be used exclusively for the purposes of the administration of the Plan
and the maintenance of the Options register of Anheuser-Busch InBev in electronic form.
	 
	 	 	The Data Controller can transfer the Personal Data to the Data Processor and the employer of
the Participant for the above purposes. Such recipients may be located in jurisdictions
outside the European Economic Area that may not provide an adequate level of personal data
protection.
	 
	 	 	The Data Controller and the Data Processor shall abide by the Belgian law of 8 December 1992
on privacy protection in relation to the processing of personal data, as amended from time
to time, and its implementing decrees.
	 
	 	 	Through their signature of the Form of Acceptance of Options, the Participants give their
consent to the collection and processing of their Personal Data.
	 
	 	 	The Participants have the right to access and correct their Personal Data by sending a
written and signed request to their local People officer.
	 
	18	 	Severability
	 
	 	 	If any provision in this document is held to be illegal, invalid or unenforceable, in whole
or in part, under any applicable law, that provision will be deemed not to form part of this
document, and the legality, validity or enforceability of the remainder of this document
will not be affected.
	 
	19	 	Applicable Law
	 
	 	 	The Options, the Shares and these terms and conditions are governed by Belgian law. Any
dispute relating thereto is to be submitted to the exclusive jurisdiction of the competent
Belgian courts.






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