ex10p24.htm


    
      
        

      

       
Exhibit
      10.24


    


    


    NON-QUALIFIED
      STOCK OPTION (FORM S.C.) COVER SHEET

    


    UNDER
      THE

    ANHEUSER-BUSCH
      COMPANIES, INC.

    2007
      EQUITY
      AND INCENTIVE PLAN

    


    GRANT
      INFORMATION

    


    
      	 	 	 	 	 
	
               

              GRANTED
                TO

            	
               

              Grant
                Date

            	
               

              Number
                of
                Options

            	
               

              Option
                Price

              $
                Per
                Share

            	
               

              SAP
                ID
                Number

            
	 	
               

               

              Expiration
                Date

            	 	 	 


    

    


    


    AGREEMENT

    


     This
      Non-Qualified Stock Option (Form S.C.) Cover Sheet (the “NQSO Cover Sheet”) and
      the Standard Non-Qualified Stock Option Form Agreement (Version 11/07, Form
      S.C.) (the “Standard NQSO Form”), which is incorporated herein by this
      reference, together constitute a single Non-Qualified Stock Option Agreement
      (this “NQSO Agreement”) under the Anheuser-Busch Companies, Inc. 2007 Equity and
      Incentive Plan (the “Plan”).  This NQSO Agreement is between
      Anheuser-Busch Companies, Inc. (the “Company”) and the person named above under
      the caption “Granted To” (the “Optionee”).  By signing below, Optionee
      accepts the Options granted under this NQSO Agreement, agrees to be bound by
      the
      terms of this NQSO Agreement, and acknowledges that he or she has received,
      read, and understood a complete copy of the Standard NQSO Form which is part
      of
      this NQSO Agreement.  Optionee understands that he or she may request
      another copy of the Standard NQSO Form from the Company as long as this NQSO
      Agreement remains outstanding.

    


     THIS
      AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT APPLIES TO ALL DISPUTES
      RELATED TO THIS AGREEMENT, AND MAY BE ENFORCED BY THE
      PARTIES.

    


     In
      witness
      whereof, the Company and the Optionee have executed this NQSO Agreement in
      duplicate as of its Grant Date.

     

    
      


      
        	 	Anheuser-Busch
                Companies, Inc.	 	 
	 	 	 	 
	 	 	 	 
	 	
                By:______________________________

              	 	
                By:______________________________

              
	 	
                                   
                  Vice President

              	 	
                                        
                  Optionee

              


      

      

 

    

    


    


    
      
        
        

      

      
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    STANDARD
      NON-QUALIFIED STOCK OPTION FORM AGREEMENT

    (VERSION
      11/07, FORM S.C.)

    UNDER
      THE
      ANHEUSER-BUSCH COMPANIES, INC.

    2007
      EQUITY
      AND INCENTIVE PLAN

    


    This
      Standard
      Non-Qualified Stock Option Form Agreement (Version 11/07, Form S.C.) (the
“Standard NQSO Form”), and the completed, executed Non-Qualified Stock Option
      (Form S.C.) Cover Sheet (the “Cover Sheet”) which specifically incorporates this
      Standard NQSO Form by reference, together constitute a single Non-Qualified
      Stock Option Agreement (this “NQSO Agreement” or this “Agreement”) under the
      Anheuser-Busch Companies, Inc. 2007 Equity and Incentive Plan (the
“Plan”).  This NQSO Agreement is between Anheuser-Busch Companies,
      Inc., a Delaware corporation (the “Company”), and the person designated on the
      Cover Sheet under the caption “Granted To” (the “Optionee”).  The
      parties agree as follows:

    


    Section
      1.  GRANT.  In conformity with the Plan,
      the provisions of which are incorporated herein by this reference, and pursuant
      to action by the Compensation Committee which administers the Plan (the
“Committee”), the Company hereby irrevocably grants to the Optionee
      Non-Qualified Stock Options  (the  “Options”), which are not
“incentive stock options” under Section 422 of the Internal Revenue Code of
      1986, as amended (“Code”), to purchase all or any part of the number of shares
      of common stock of the Company (“Stock”) equal to the number set forth on the
      Cover Sheet under the caption “Number of Options”, on the terms and conditions
      herein set forth.  The grant hereunder is made as of the Grant Date
      set forth on the Cover Sheet (the “Grant Date”).

    


    Section
      2.  OPTION PRICE.  The exercise price per
      share of the Stock covered by the Options (the “Option Price”) shall be the
      price specified on the Cover Sheet under the caption “Option Price $ Per
      Share”.

    


    Section
      3.  EXERCISABILITY.

    


    (a)  Except
      as otherwise provided in this Agreement, the Optionee shall have the right
      to
      exercise one-third of the Options on and after the first anniversary of the
      Grant Date, the next one-third of the Options on and after the second
      anniversary of the Grant Date, and the remaining one-third on and after the
      third anniversary of the Grant Date.

    


    (b)  Optionee
      shall not exercise and shall forfeit any of the Options which are not
      exercisable on the date Optionee ceases to be employed by any of the Company,
      a
      Subsidiary, or an Affiliate, unless such Options otherwise become exercisable
      as
      provided herein.

    


    (c)  All
      outstanding Options shall become immediately exercisable:

    


    (i)  on
      the date of Optionee’s termination of employment due to Retirement or
      Disability;

    


    (ii)  on
      the date of Optionee’s death while employed by the Company, a Subsidiary or an
      Affiliate;

    


    (iii)  on
      the occurrence of a Change in Control; or

    


    
      
        
        

      

      
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    (iv)  as
      contemplated in Section 3(h).

    


    (d)  Optionee
      (or Optionee’s guardian or legal representative in the case of Section 3(d)(iv))
      may exercise any or all exercisable Options through the Expiration Date set
      forth on the Cover Sheet (the “Expiration Date”) if:

     

    (i)  the
      Optionee remains an employee of the Company, a Subsidiary or an Affiliate
      through the Expiration Date;

    


    (ii)  the
      Optionee voluntarily terminates his or her employment due to
      Retirement;

    


    (iii)  the
      Optionee’s employment is involuntarily terminated by any of the Company, a
      Subsidiary, or an Affiliate because of a sale of a Subsidiary or interest in
      an
      Affiliate, or a sale of assets of any business operation owned by the Company,
      a
      Subsidiary or an Affiliate, or because of a liquidation, shutdown, spin-off,
      distribution, reorganization, reduction in force, mass lay-off or similar event
      and the Optionee is not contemporaneously hired by another of the Company,
      a
      Subsidiary or an Affiliate; or

    


    (iv)  the
      Optionee’s employment is terminated as a result of a Disability.

    


    (e)  If
      Optionee voluntarily terminates his or her employment other than due to
      Retirement, Optionee may exercise any or all Options that are exercisable on
      the
      date of such termination through the earlier of the Expiration Date or the
      period ending three (3) months following the date of such
      termination.

    


    (f)  If
      Optionee dies prior to the Expiration Date (whether or not Optionee is then
      employed by the Company, a Subsidiary or an Affiliate), all Options the Optionee
      (or Optionee’s guardian or legal representative in the case of Section 3(d)(iv))
      had the right to exercise at the date of death (including all Options that
      become exercisable at the date of death pursuant to Section 3(c)(ii) hereof)
      may
      be exercised by Optionee’s “Post-Death Representatives” (as defined in Section
      5(a) hereof) but only until the earlier to occur of the Expiration Date or
      the
      date three (3) years after the date of death, and shall not be exercised
      thereafter.

    


    (g)  Optionee
      shall forfeit all Options, regardless of whether or not exercisable, if such
      Optionee’s employment is terminated for cause or for any other reason not set
      forth in Section 3(d)(ii), (iii), (iv), (e) or (f).

    


    (h)  The
      Committee may, in its sole discretion, accelerate the dates on which the Options
      become exercisable in connection with the Optionee’s termination of
      employment.

    


    (i)  The
      exercisability of the Options shall not be affected by any change of duties
      or
      position of Optionee, including an Employer-authorized special assignment,
      so
      long as Optionee continues to be an employee of at least one of the Company,
      a
      Subsidiary or an Affiliate.

    


    (j)  An
      Optionee who is as of the Grant Date on, or following the Grant Date commences,
      an Employer-authorized leave of absence for any reason (a “Leave of Absence”)
      shall be deemed to remain employed by the Employer for purposes of this Option
      grant unless (i) the Leave of Absence extends beyond the second anniversary
      (the
“Leave of Absence Expiration Date”) of the date on which the Leave of Absence
      commenced, and (ii)

     

    
      
        
        

      

      
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    the
      Leave of
      Absence Expiration Date occurs prior to the Expiration Date, in which event
      the
      Optionee will be deemed to have terminated his or her employment with the effect
      set forth in Section 3(e) on and as of the Leave of Absence Expiration
      Date.

    


    Section
      4.  TERMINATION.  The Options shall
      terminate and cease to be exercisable in accordance with the following
      provisions:

    


    (a)  Notwithstanding
      any other provisions of this Agreement, the Options shall terminate at the
      close
      of business on the Expiration Date, unless sooner terminated as provided
      below.

    


    (b)  The
      Options shall terminate when they no longer may be exercised pursuant to Section
      3, if sooner than the Expiration Date.

    


    Section
      5.  EXERCISES.

    


    (a)  Optionee
      may exercise some or all of the Options, to the extent exercisable, by paying
      the Option Price of the Options exercised and taking all other required actions
      in accordance with Section 5(b).  The Options may be exercised only by
      Optionee or his or her guardian or legal representative during his or her
      lifetime, and only by Optionee’s Post-Death Representatives after Optionee’s
      death.  The term “Post-Death Representatives” means the executor or
      administrator of Optionee’s estate or the person or persons to whom Optionee’s
      rights under this Agreement shall pass by his or her will or the laws of descent
      and distribution.

    


    (b)  Any
      exercise of the Options shall be made only in accordance with those procedures
      required or expressly permitted by the Secretary at the time of the
      exercise.  Exercise procedures may be changed by the Secretary during
      the term of the Options.  The Secretary’s exercise procedures may
      impose restrictions and requirements concerning payment of the Option Price,
      payment of taxes, issuance and delivery of Stock, communications between the
      Company (or its agents) and the Optionee, the effectiveness and effective date
      of the exercise, and all other matters pertaining to the
      exercise.  Optionee may request from the Secretary’s office at any
      time a summary of those exercise procedures which then are in effect; it is
      Optionee’s responsibility to ascertain and follow those exercise procedures in
      effect at the time of each exercise.  Any deviation from the
      Secretary’s procedures permitted in one exercise shall not entitle the Optionee
      to utilize or rely upon that deviation in a later exercise.

    


    Section
      6.  WITHHOLDING TAXES.  When Optionee’s
      Employer becomes required to collect Required Withholding Taxes, the Optionee
      shall promptly pay to the Company or Employer (as required by the Committee
      or
      the Company at the time) the amount of such Required Withholding Taxes in
      cash.  Cash payment shall not be required, however, if Optionee makes
      a Tax Election in accordance with the following terms and
      conditions:

    


    (a)  General
      Rules for Tax Elections.  Optionee may make an election (a “Tax
      Election”) to have the Company withhold from the shares of Stock payable to
      Optionee that number of shares determined in accordance with paragraph (b)
      below.  Optionee may make a Tax Election only at the time of an
      exercise; such Election may relate only to such exercise.  Each Tax
      Election shall be governed by the rules of the Committee or Secretary as in
      effect at the time of the Election.  If a Tax Election is duly made,
      the Company shall make a cash payment to the appropriate taxing authorities
      equal to the aggregate value on the exercise date of all shares of Stock
      withheld, even if (as a result of rounding) the amount paid exceeds the amount
      of Required Withholding Taxes.  For purposes of this Section
      6,

     

     

    
      
        
        

      

      
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    the
      value of Stock
      on the exercise date may be determined in any manner approved by the Committee
      or Secretary at that time and need not be based on “Fair Market Value” as
      defined in the Plan.  Moreover, the Secretary shall establish rounding
      and all other administrative rules from time to time, which shall govern all
      Tax
      Elections.

    


    (b)  Number
      of Shares Withheld.  The number of shares of Stock to be withheld
      with respect to an exercise as to which a Tax Election is duly made will be
      determined by dividing the amount of Required Withholding Taxes related to
      the
      exercise by the value of a share of Stock on the exercise date.

    


    Section
      7.  ADJUSTMENTS.  In the event that the
      Committee determines that any dividend or other distribution (whether in the
      form of cash, Stock, or other property), recapitalization, Stock split, reverse
      split, reorganization, merger, consolidation, spin-off, combination, repurchase,
      or share exchange, or other similar corporate transaction or event, affects
      the
      Stock such that an adjustment is appropriate in order to prevent dilution or
      enlargement of the rights of the Optionee under this Agreement, then the
      Committee shall make such equitable changes or adjustments  from time
      to time as it deems necessary or appropriate to the Options (to the extent
      then
      outstanding), subject to the limitations and requirements of the Plan, provided
      that such changes or adjustments will not cause a modification of the Options
      under Section 409A.  Any such determination by the Committee shall be
      conclusive and binding on all concerned.

    


    Section
      8.  COMPLIANCE WITH SECURITIES LAWS,
      ETC.  In its discretion, the Company may place legends upon
      any Stock certificates issued hereunder, and otherwise may restrict Optionee’s
      ability to transfer such Stock, if and to the extent necessary to comply with,
      or facilitate the Company’s compliance with, federal or state securities laws or
      any regulations or rules thereunder, or the requirements of the New York Stock
      Exchange or other exchange upon which the Stock is listed or approved for
      listing.  The provisions of this Section shall terminate upon the
      occurrence of an Acceleration Date described in Section 3(c) above.

    


    Section
      9.  LIMITATION ON RIGHTS IN COMPANY
      STOCK.  Neither Optionee nor his or her executor or
      administrator, legatees or distributees, as the case may be, shall have any
      of
      the rights of a stockholder with respect to shares of Stock covered by the
      Options until shares of Stock are issued to him, her or them upon exercise
      of
      the Options.

    


    Section
      10.  LIMITATIONS ON TRANSFERS.

    


    (a)  Except
      as provided in this Section 10, the Options shall not be transferable by
      Optionee otherwise than by will or by the laws of descent and
      distribution.

    


    (b)  Provided
      the Transfer Conditions are satisfied, Optionee may transfer any of the Options
      to:

    


    (i)  A
      Member of his or her Immediate Family,

    


    (ii)  An
      irrevocable and unamendable trust (hereinafter a “Qualifying
      Trust”):

    


    (A)  which
      is solely for the benefit of one or more members of Optionee’s Immediate Family
      and/or Optionee,

    


    (B)  the
      interests in which are not transferable other than by will or by the laws of
      descent and distribution, and

    


    
      
        
        

      

      
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    (C)  which
      provides that, if any member of Optionee’s Immediate Family is living upon
      termination, the trust assets are to be distributed upon termination to one
      or
      more persons described in paragraph (i) above and/or trusts described in this
      paragraph (ii); or

    


    (iii)  A
      partnership or limited liability company (hereinafter a “Qualifying
      Partnership”):

    


    (A)  the
      only partners or members of which are (x) one or more Qualifying Trusts, (y)
      one
      or more members of Optionee’s Immediate Family, or (z) any combination of one or
      more Qualifying Trusts, one or more members of Optionee’s Immediate Family and
      Optionee, and

    


    (B)  the
      interests in which are not transferable other than by will or by the laws of
      descent and distribution or by a transfer to Optionee, an Immediate Family
      member, a Qualifying Trust, or a Qualifying Partnership.

    


    (c)  A
      Transferee under Section 10(b) shall have no right to transfer Options
      except:

    


    (i)  By
      will or by the laws of descent and distribution;

    


    (ii)  In
      the case of a Transferee which is a Qualifying Trust which requires
      distributions to Optionee, to Optionee;

    


    (iii)  In
      the case of a Qualifying Trust, if no member of Optionee’s Immediate Family is
      living at the time of termination, the Options may be transferred to anyone
      in
      accordance with the terms of the Qualifying Trust; or

    


    (iv)  In
      the case of a Qualifying Partnership, the Options may be distributed in
      liquidation among the then partners or members of the Qualifying
      Partnership.

    


    (d)  The
      term “Immediate Family” of Optionee shall mean Optionee’s spouse and
      descendants, including step and adopted descendants, and the estate of any
      such
      person.

    


    (e)  The
      “Transfer Conditions” are:

    


    (i)  The
      number of Options per transferee is at least 5,000,

    


    (ii)  There
      is no consideration for the transfer of the Options or interests in any
      transferee, except that interests in a Qualifying Partnership may be sold to
      a
      Qualifying Trust if such Trust is and will be, from the time of the sale until
      the sooner of the Optionee’s death or the exercise or expiration of the Options
      held by such Partnership, an irrevocable trust with respect to which Optionee
      is
      treated as owning all portions of such trust within the meaning of Sections
      671
      through 677 of the Code (the sale of such Partnership interests to such a Trust
      shall constitute a covenant by the Optionee to the Company to cause this
      condition to be met during such time period), and

    


    (iii)  Optionee
      complies with such rules, and completes such forms in connection with the
      transfer, as the Secretary may require.

    


    
      
        
        

      

      
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    (f)  After
      a transfer, the Transferee shall succeed to all of the rights of the transferor
      under this Agreement with respect to the transferred Options and shall be
      subject to all limitations to which those rights are subject.  After a
      transfer, the term “Optionee” as used herein shall refer to the Transferee
      except that:

    


     (i)  For
      the purposes of Section 3, the Transferee shall have no greater rights
      thereunder than the Optionee would have had if such section and the other
      provisions of this Agreement were applied and interpreted as if the Optionee
      had
      not transferred the Options,

    


    (ii)  The
      Optionee for purposes of the withholding tax provisions of Section 6 shall
      be
      the transferor (who shall have no right to make a tax election under
      Section 6),

     

    (iii)  The
      Optionee for purposes of Section 10(b) shall be the transferor, and

    


    (iv)  The
      Optionee for purposes of the Reporting Person rules of Section 13 and its
      related definitions shall be the transferor.

    


    (g)  Notwithstanding
      Section 3(a) above, if Optionee actually transfers (in accordance with this
      Section 10) any of the Options which are scheduled to become exercisable on
      the
      first anniversary of the Grant Date, such Options shall become exercisable
      upon
      transfer.

    


    Section
      11.  NO RIGHT TO EMPLOYMENT OR FUTURE
      AWARDS.

     

    (a)  Nothing
      in this Agreement or the Plan shall confer on the Optionee any right or
      expectation to continue in the employ of his/her Employer or the Company, or
      to
      interfere in any manner with the absolute right of the Employer or the Company
      to change or terminate the Optionee’s employment at any time for any reason or
      no reason.

     

    (b)  The
      Optionee recognizes that the Committee, in making this award of Options, is
      acting within its discretion under the Plan and is under no obligation to make
      any other award to Optionee at any subsequent date.

     

    Section
      12.  DEFINITIONS.  The following words and
      phrases, as used in this Agreement, shall have the following
      meanings:

    


    (a)  “Act”
      means the Securities Exchange Act of 1934, as amended from time to
      time.

    


    (b)  For
      the purposes of this Agreement, a “Change in Control” shall occur
      if:

    


    (i)  Any
      Person directly or indirectly becomes the beneficial owner (within the meaning
      of Rule 13d-3 under the Act) of more than 30% of the Company’s then outstanding
      voting securities (measured on the basis of voting power);

     

    (ii)  The
      Company merges or consolidates with any other corporation, other than a merger
      or consolidation resulting in the voting securities of the Company outstanding
      immediately prior thereto representing at least 50% of the combined voting
      power
      of the voting securities of the Company, the other corporation (if such
      corporation is the surviving corporation) or the parent of the Company or the
      other

     

    
      
        
        

      

      
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    corporation,
      in
      each case outstanding immediately after such merger or
      consolidation;

     

    (iii)  Continuing
      Directors cease to represent a majority of the Board of Directors;
      or

     

    (iv)  The
      stockholders of the Company approve a plan of complete liquidation of the
      Company or the Company sells or disposes all or substantially all of its
      assets.

    


    For
      purposes of
      this Section 12(b), “Person” shall have the meaning given in Section 3(a)(9) of
      the Act, as modified and used in Sections 13(d) and 14(d) thereof.  A
      Change in Control shall not be considered to have occurred pursuant to
      subsection (b)(i) above if the Person holding the voting securities (1) has
      acquired such voting securities directly from the Company, (2) is the Company
      or
      any of its Subsidiaries, (3) is a trustee or other fiduciary holding voting
      securities under an employee benefit plan of the Company or any of its
      Subsidiaries, (4) is an underwriter temporarily holding the voting securities
      in
      connection with an offering thereof, or (5) is a corporation owned, directly
      or
      indirectly, by the stockholders of the Company in substantially the same
      proportions as their ownership of Company stock.   For purposes
      of this section, “Continuing Directors” shall mean the directors on the Grant
      Date hereunder and any other director whose appointment, election or nomination
      for election by the stockholders is subsequently approved by a vote of at least
      two-thirds of the Continuing Directors at such time.

    


    (c)  “Code”
      means the Internal Revenue Code of 1986, as amended.

    


    (d)  “Disability”
      means the condition of being “disabled” within the meaning of Section 422(c)(6)
      of the Code, or any successor to such Section.

    


    (e)  “Employer”
      means the Company or that Subsidiary or Affiliate of the Company which employs
      the Optionee.

    


    (f)  “Reporting
      Person” as of a given date, means an Optionee who would be required to report a
      purchase or sale of Stock occurring on such date to the Securities and Exchange
      Commission pursuant to Section 16(a) of the Act and the rules and regulations
      thereunder.  

    


    (g)  “Required
      Withholding Taxes” means, in connection with the exercise or other taxable event
      relating to the Options, the total amount of federal and state income taxes,
      social security taxes, and other taxes which the Employer of the Optionee is
      required to withhold.

    


    (h)  “Retirement”
      means voluntary termination of employment from the Company, a Subsidiary or
      an
      Affiliate (i) after an individual attains age sixty (60); or (ii) after
      completion of twenty (20) years of service with the Company and/or its
      Subsidiaries or Affiliates.

    


    (i)  “Rule
      16b-3” means Rule 16b-3 (as amended from time to time) promulgated by the
      Securities and Exchange Commission under the Act, and any successor
      thereto.

    


    (j)  “Section
      409A” means Section 409A of the Code, including the regulations and other
      authoritative official guidance thereunder.

    


    
      
        
        

      

      
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    Other
      capitalized
      terms not defined in this Agreement shall have the meanings given in the
      Plan.

    


    Section
      13.  RULE 16b-3.  If and as long as
      Optionee is a Reporting Person, he or she shall not act with respect to the
      Options in a manner which, in the Company’s or the Committee’s judgment, would
      contravene any requirement of Rule 16b-3 as in effect at the time of such
      action, except with the written consent of the Company or the
      Committee.

    


    Section
      14.  AMENDMENTS.  This Agreement may be
      amended in writing by the Company and Optionee, provided that the Company may
      amend this Agreement unilaterally (i) if the amendment does not adversely affect
      or impair the rights of the Optionee, (ii) if the Company determines that the
      amendment is necessary to comply with Rule 16b-3, (iii) if the Company
      determines that, without the amendment, the Company's deduction with respect
      to
      such benefits would be limited or eliminated by application of Section 162(m)
      of
      the Code, or (iv) if the Company determines that the amendment is necessary
      in
      order to comply with Section 409A or to otherwise avoid imposition of any
      additional tax or income recognition under Section 409A.  The Company
      shall give notice to the Optionee of any such unilateral amendment either before
      or promptly after the effective date thereof.

    


    Section
      15.  NO RESTRICTION ON RIGHT OF COMPANY TO EFFECT CORPORATE
      CHANGES.  Neither the Plan nor this Agreement shall affect or
      restrict in any way the right or power of the Company or its stockholders to
      make or authorize any adjustment, recapitalization, reorganization or other
      change in the capital structure or business of the Company, or any merger or
      consolidation of the Company, or any issue of stock or of options, warrants
      or
      rights to purchase stock or of bonds, debentures, preferred or prior preference
      stocks whose rights are superior to or affect the Stock or the rights thereof
      or
      which are convertible into or exchangeable for Stock, or the dissolution or
      liquidation of the Company, or any other corporate act or proceeding, whether
      of
      a similar character or otherwise.

     

    Section
      16.  NO GUARANTEE OF
      TAX CONSEQUENCES.  Neither the Company nor any other Employer
      nor the Committee makes any commitment or guarantee with respect to the federal,
      state, or local tax treatment applicable to the Options.

    


    Section
      17.  RELATIONSHIP TO THE PLAN.  This
      Agreement has been entered into pursuant to the Plan, and each and every
      provision of this Agreement shall be subject to the provisions of such Plan
      and
      the terms therein shall govern this Agreement.

    


    Section
      18.  ELECTRONIC DELIVERY AND
      SIGNATURES.  Optionee hereby consents and agrees to
      electronic delivery of any Plan documents, proxy materials, annual reports
      and
      other related documents.  Optionee hereby consents to any and all
      procedures that the Company has established or may establish for an electronic
      signature system for delivery and acceptance of Plan documents (including
      documents relating to any programs adopted under the Plan), and agrees that
      his
      or her electronic signature is the same as, and shall have the same force and
      effect as, his or her manual signature.  Optionee consents and agrees
      that any such procedures and delivery may be effected by a third party engaged
      by the Company to provide administrative services related to the Plan, including
      any program adopted under the Plan.

    


    Section
      19.  COMMITTEE AUTHORITY.  The Committee
      will have the power and discretion to interpret this Agreement and to adopt
      such
      rules for the administration, interpretation and application of the Agreement
      as
      are consistent with the Plan and this Agreement, and to interpret or revoke
      any
      such rules, including, but not limited to, the determination of whether or
      not
      any Options have vested or shall be forfeited.  All actions taken and
      all interpretations and determinations made by the Committee in good faith
      will
      be final and binding upon the Optionee, the Company and all other interested
      persons.  No member of the Committee will be personally liable
      for

     

    
      
        
        

      

      
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    any
      action,
      determination or interpretation made in good faith with respect to this
      Agreement.

    


    Section
      20.  GOVERNING LAW.  This Agreement and any
      other document delivered hereunder shall be construed in accordance with and
      governed by the laws of the state of Missouri without regard to the principles
      of conflicts of law.  Each party hereto submits to the exclusive
      jurisdiction of the Circuit Court for the County of St. Louis, State of Missouri
      (“County Court”) residing in St. Louis County for purposes of all legal
      proceedings (including, but not limited to, actions to compel arbitration under
      the provisions of this Agreement) arising out of or relating to this Agreement
      or the transactions contemplated hereby.  In the event that the County
      Court is for any reason not available for purposes of any such legal proceeding,
      then each party hereto submits to the exclusive jurisdiction of the United
      States District Court for the Eastern District of Missouri, Eastern Division
      (St. Louis).  Each party hereto irrevocably waives, to the fullest
      extent permitted by law, any objections that either party may now or hereafter
      have to the aforesaid venue, including without limitation any claim that any
      such proceeding brought in either such court has been brought in an inconvenient
      forum, provided however, this provision shall not limit the ability of either
      party to enforce the other provisions of this Section.

    


    Section
      21.  AGREEMENT TO ARBITRATE
      CLAIMS.  Optionee and the Company acknowledge and agree that
      any and all disputes relating to or arising out of this Agreement shall be
      resolved through binding arbitration under the procedures specified by the
      Company’s Dispute Resolution Program (DRP).  The results of said
      arbitration shall be final and binding on both Optionee and the
      Company.  Each party may enforce this Section.  Each party
      hereto irrevocably waives, to the fullest extent permitted by law, any and
      all
      rights to a jury trial.

    


    Section
      22.  ENFORCEABILITY; MODIFICATION; CONFORMITY
      WITH LOCAL LAWS.  Notwithstanding any other provision of this
      Agreement, the Company and Optionee agree that: (a) if for any reason any
      provision of this Agreement is determined to be legally invalid or
      unenforceable, the validity of the remainder of the Agreement will not be
      affected and such provision will be deemed modified to the minimum extent
      necessary to make such provision consistent with applicable law and, in its
      modified form, such provision will then be enforceable and enforced, (b) to
      the
      extent the laws of the country or province (other than the United States or
      its
      states) of which Optionee is a citizen or resident (“Local Laws”) require this
      Agreement to contain a provision, whether it be a covenant, restriction,
      prohibition, or otherwise, that provision shall be deemed included in this
      Agreement; and (c) the provisions of this Agreement shall be deemed changed
      to
      the extent necessary to ensure compliance by the Company and Optionee with
      all
      Local Laws governing taxation.  This Agreement may be restated by the
      Company after the Grant Date to reflect the changes provided in this Section,
      and also may be restated by the Company in a language other than English even
      if
      not required by Local Laws.  Optionee’s consent to any such changes or
      restatements shall be required only to the extent required by Local Laws or
      by
      the Company.

     

     

    
      
        
        

      

      
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