ex10p23.htm

 
    
      

    

     

    Exhibit
      10.23

    


    


    


    INCENTIVE
      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
      Incentive Stock Option Cover Sheet (the “ISO Cover Sheet”) and the Standard
      Incentive Stock Option Form Agreement (Version 11/07) (the “Standard ISO Form”),
      which is incorporated herein by this reference, together constitute a single
      Incentive Stock Option Agreement (this “ISO Agreement”) under the Anheuser-Busch
      Companies, Inc. 2007 Equity and Incentive Plan (the “Plan”).  This ISO
      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 ISO Agreement, agrees to be bound by the terms of this ISO Agreement,
      and acknowledges that he or she has received, read, and understood a complete
      copy of the Standard ISO Form which is part of this ISO
      Agreement.  Optionee understands that he or she may request another
      copy of the Standard ISO Form from the Company as long as this ISO 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 ISO Agreement in
      duplicate as of its Grant Date.

    
 

    
      	 	Anheuser-Busch
              Companies, Inc.	 	 
	 	 	 	 
	 	 	 	 
	 	
              By:______________________________

            	 	
              By:______________________________

            
	 	
                                 
                Vice President

            	 	
                                      
                Optionee

            


    

    


    


    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    

      
        STANDARD
          INCENTIVE STOCK OPTION FORM AGREEMENT

        (VERSION
          11/07 FORM S.C.)

        UNDER
          THE
          ANHEUSER-BUSCH COMPANIES, INC.

        2007
          EQUITY
          AND INCENTIVE PLAN

        


        This
          Standard
          Incentive Stock Option Form Agreement (Version 11/07, Form S.C.) (the “Standard
          ISO Form”), and the Incentive Stock Option (Form S.C.) Cover Sheet (the “Cover
          Sheet”) which specifically incorporates this Standard ISO Form by reference,
          together constitute a single Incentive Stock Option Agreement (this “ISO
          Agreement” or this “Agreement”) under the Anheuser-Busch Companies, Inc. 2007
          Equity and Incentive Plan (the “Plan”).  This ISO 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 Incentive
          Stock Options (the “Options”), which are “incentive stock options” under Section
          422 of the Internal Revenue Code of 1986 (“Code”), as amended, 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 the 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

                


        

        


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        
          	 	 	 
	 	
                  (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

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        Absence
          Expiration
          Date”) of the date on which the Leave of Absence commenced, and (ii) 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.  If and 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.  If at the time of exercise the Options have for any
          reason become Non-Qualified Stock Options, cash payment shall not be required
          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

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        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, 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.  The Options
          shall not be transferable by Optionee otherwise than by will or by the
          laws of
          descent and distribution.  If, at the time of exercise, the Options
          continue to be Incentive Stock Options, the certificate representing the
          shares
          of Stock issued upon exercise of the Options shall not be issued in the
          name of
          a nominee for the Optionee, and may be legended, as required by the Company,
          to
          prevent transfer into the name of a nominee; provided, however, that the
          restrictions stated in the legend shall terminate no later than the expiration
          of the restrictions on disposition of such shares specified in Section
          422(a)(1)
          of the Code.

        


        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

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        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 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.

        


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        (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.

        


        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 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 mutual agreement of 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.  Notwithstanding the foregoing, no amendment shall be made
          unilaterally if at that time the Options continue to be Incentive Stock
          Options
          and if such amendment would cause the Options to become Non-Qualified Stock
          Options.

        


        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.

        


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        Section
          17.  INTERPRETATION.  It is intended that
          the Options granted herein shall in all respects be subject to and governed
          by
          the provisions of the Plan and that, when granted, they shall meet the
          requirements of the “incentive stock option” provisions presently embodied in
          Section 422 of the Code.  This Agreement shall in all respects be so
          interpreted and construed as to be consistent with this intention.  If
          the Options cease meeting the requirements of the incentive stock option
          provisions in Section 422 of the Code, they shall become “Non-Qualified Stock
          Options” as defined in the Plan.

        


        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 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,

         

        
          
            
            

          

          
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        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.

         

         

        
          
            
            

          

          
            9