##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 (Amendment No. 2)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-26542
 REDHOOK ALE BREWERY, INCORPORATED
 (Exact name of registrant as specified in its charter)
 Washington
    
    91-1141254(State of incorporation)
    
    (I.R.S. Employer Identification Number)14300 NE 145th Street, Suite 210Woodinville, Washington
    
    98072-6950(Address of principal executive offices)
    
    (Zip Code)
 (425) 483-3232 (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, Par Value $0.005 Per Share
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
 None.  (Title of Class)
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company þ
 o þ
   
 (1)
    
    Excludes shares held of record on that date by directors and executive officers and greater
than 10% shareholders of the registrant. Exclusion of such shares should not be construed to
indicate that any such person directly or indirectly possesses the power to direct or cause
the direction of the management of the policies of the registrant.




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 31.3    Table of Contents  EXPLANATORY NOTE
   2




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PART III.
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Board of Directors
  Frank H. Clement (66).
 John W. Glick (44).
 Michael Loughran (50).
 David R. Lord (59).
 John D. Rogers, Jr. (64).
 Paul S. Shipman (55).
 3




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Anthony J. Short (48).
 Executive Officers
  Audit Committee of the Board of Directors
   Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Conduct
  
 Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Overview
  4




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Compensation Objectives
    Base salary.Base salary is the guaranteed element of an executives
annual cash compensation. The level of base salary reflects the employees
long-term performance, skill set and the market value of that skill set. Bonuses.Discretionary bonus payments are intended to reward
executives for achieving specific financial and operational goals. Long-term incentive payments.Long term incentives, such as stock
options, restricted stock and performance units, are intended to focus the
executives on taking steps that they believe are necessary to ensure Redhooks
long-term success, as reflected in increases to Redhooks stock price over a
period of several years and growth in its earnings per share. Severance and Change of Control payments.Severance and change of
control payments are competitive measures intended to recruit and retain top
quality executives, by offering executives compensation in the event their
employment is involuntarily terminated without defined cause or as a result of
a merger or other change in control transaction.  Role of the Redhook Compensation Committee, Management and External Compensation Consultants
   5




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##### Table of Contents



Compensation Analysis
   Redhooks performance relative to goals set forth by the Board of
Directors at the beginning of the year and in comparison to past years; MBL reports from 2004 and 2007 setting out data points for executive
compensation, which included comparisons to similarly-situated executives at
peer companies; individual performance by each executive officer; and historical compensation for each executive officer. Determining the Amount and Mix of Compensation
   Paul S.
    
    David J.
    
    Jay T.
    
    Gerard C.
    
    Allen L.Shipman
    
    Mickelson
    
    Caldwell
    
    Prial (1)
    
    Triplett (1)Base Salary
    
    
    59
    %
    
    
    68
    %
    
    
    83
    %
    
    
    87
    %
    
    
    87
    %Est. Performance Bonus
    
    
    22
    %
    
    
    17
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Est. Discretionary Bonus
    
    
    4
    %
    
    
    3
    %
    
    
    17
    %
    
    
    13
    %
    
    
    13
    %Est. Long-Term Incentive
    
    
    15
    %
    
    
    12
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
 
 (1)
    
    Mr. Prial and Mr. Triplett resigned as executive officers of Redhook in February 2008. Base Salaries
  6




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##### Table of Contents



Performance Based Incentive Payments and Bonuses
  Bonus (Discretionary) Awards
  Performance Based (Nondiscretionary) Awards
   Earnings before interest, taxes and depreciation and amortization
(EBITDA) greater than or equal to budgeted EBITDA (weighted at 50% of the total
nondiscretionary award), Sales growth of 4% or greater for the Washington Brewery and
Forecasters Public House over the prior year (weighted at 25% of the total
nondiscretionary award), and EBITDA growth of 4% or greater for the New Hampshire Brewery and
Cataqua Public House over the prior year (weighted at 25% of the total
nondiscretionary award).  2007 Awards.
 7




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Target
    
    TargetNamed Executive
    
    Performance
    
    Discretionary
    
    Performance
    
    Discretionary
    
    TotalOfficer
    
    Award
    
    Bonus
    
    Award Received
    
    Bonus Received
    
    AwardedPaul S. Shipman
    
    $
    100,000
    
    
    $
    20,000
    
    
    $
    25,000
    
    
    $
    10,000
    
    
    $
    35,000David J. Mickelson
    
    
    50,000
    
    
    
    10,000
    
    
    
    12,500
    
    
    
    5,000
    
    
    $
    17,500Jay T. Caldwell
    
    
    
    
    
    
    27,750
    
    
    
    
    
    
    
    27,000
    
    
    $
    27,000Gerard C. Prial
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    20,000
    
    
    $
    20,000Allen L. Triplett
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    $
    
  Incentive Target
    
    AmountPaul
S. Shipman,Chief Executive Officer
    
    Delivering the Company in
good financial condition at
closing of merger with
Widmer
    
    Up to 10% of base
salary paid to date
of mergerClosing of merger with Widmer
    
    Up to 10% of base
salary paid to date
of mergerDavid J Mickelson,President and Chief
Operating Officer
    
    Delivering the Company in
good financial condition at
closing of merger with
Widmer
    
    Up to 10% of base
salary paid to date
of mergerClosing of merger with Widmer
    
    Up to 10% of base
salary paid to date
of mergerEBITDA greater than or equal
to budgeted EBITDA
    
    10% of base salaryDemonstrating leadership
during the first half of
2008 during the merger
negotiations with Widmer
    
    10% of base salarySuccessfully directing the
search and hiring of a
controller and a CFO for the
combined company
    
    $20,000Jay T. Caldwell,Chief Financial Officer
and Treasurer
    
    Delivering the Company in
good financial condition at
closing of merger with
Widmer
    
    Up to 10% of base
salary paid to date
of mergerClosing of merger with Widmer
    
    Up to 10% of base
salary paid to date
of merger
  8




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Long-Term Incentives.
     Severance and Change of Control Arrangements.
  9




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Other Policies and Considerations:
 Benefits
 Perquisites
 Other Compensation.
  Redhook Compensation Committee Report
  Compensation Committee Members
 10




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Summary Compensation Table
  Change inPension Valueand NonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName of Executive Officer
    
    Year
    
    Salary
    
    Bonus (1)
    
    Awards (2)
    
    Awards
    
    Compensation (3)
    
    Earnings
    
    Compensation (4)
    
    TotalPaul S. Shipman
    
    
    2007
    
    
    $
    267,800
    
    
    $
    10,000
    
    
    $
    70,000
    
    
    $
    
    
    
    $
    25,000
    
    
    $
    
    
    
    $
    56,892
    
    
    $
    429,692Chief Executive Officer
    
    
    2006
    
    
    
    257,500
    
    
    
    8,000
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    19,000
    
    
    
    384,500and Chairman of the BoardDavid J. Mickelson
    
    
    2007
    
    
    $
    199,243
    
    
    $
    5,000
    
    
    $
    35,000
    
    
    $
    
    
    
    $
    12,500
    
    
    $
    
    
    
    $
    38,046
    
    
    $
    289,789President and Chief
    
    
    2006
    
    
    
    191,580
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    18,404
    
    
    
    263,984Operating OfficerJay T. Caldwell (5)
    
    
    2007
    
    
    $
    138,750
    
    
    $
    27,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    15,958
    
    
    $
    181,708Chief Financial Officer
    
    
    2006
    
    
    
    53,778
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,778and TreasurerGerard C. Prial (6)
    
    
    2007
    
    
    $
    171,990
    
    
    $
    20,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    18,069
    
    
    $
    210,059Vice President, Sales
    
    
    2006
    
    
    
    165,375
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,215
    
    
    
    207,590and Eastern OperationsAllen L. Triplett (6)
    
    
    2007
    
    
    $
    171,990
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    18,069
    
    
    $
    190,059Vice President, Brewing
    
    
    2006
    
    
    
    165,375
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,215
    
    
    
    207,590
 
 (1)
    
    Represents bonuses awarded at the discretion of the Compensation Committee.(2)
    
    Represents compensation expense recognized in 2007 for financial reporting purposes under
Statement of Financial Accounting Standards No. 123(R). Stock awards for 2007 were granted upon
shareholder approval of the Redhook 2007 Stock Incentive Plan at the 2007 Annual Meeting of
Shareholders, and represent awards for 2006 performance. No stock awards were granted in 2007 or
2008 for 2007 performance.(3)
    
    Represents performance based incentive awards. Performance based incentive awards earned in a
fiscal year are paid in the following fiscal year, after confirmation that performance goals were
met.(4)
    
    Amounts shown for 2007 represent a car allowance of $10,200 and 401(k) employer matching
contributions for each officer. Also includes cash compensation of $37,692 and $18,846 paid to
Messrs. Shipman and Mickelson, respectively, to approximate the federal income tax obligation
resulting from the stock award.(5)
    
    Mr. Caldwell joined Redhook as Controller in July 2006 and was appointed Chief Financial
Officer and Treasurer in March 2007.(6)
    
    Mr. Prial and Mr. Triplett resigned as executive officers of Redhook in February 2008. 11




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Grants of Plan-Based Awards for Fiscal Year 2007
 Estimated Future Payments under Non-EquityIncentive Plan Awards
    
    All Other Stock AwardsNumber of
    
    Grant DateThreshold
    
    
    
    
    
    Maximum
    
    Shares of Stock
    
    Fair Value ofName
    
    Grant Date
    
    (1)
    
    Target (1)(2)
    
    (2)
    
    (#) (3)
    
    Stock AwardsPaul S. Shipman
    
    May 22, 2007
    
    $
    25,000
    
    
    $
    100,000
    
    
    $
    100,000
    
    
    
    10,000
    
    
    $
    70,000David J. Mickelson
    
    May 22, 2007
    
    $
    12,500
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    
    5,000
    
    
    $
    35,000
 
 (1)
    
    The Compensation Committee of the Board of Directors sets target payouts for Redhooks Chief
Executive Officer and President and COO at the beginning of the fiscal year. For 2007, the
Committee chose three specific performance criteria, for which fixed amounts were payable if the
specific performance criteria were achieved by the executive officer. Payment for the achievement
of one performance criteria was not dependent on the success of the executive in meeting the other
criteria. Therefore, the threshold number in the table above represents the minimum amount the
executive officer could receive if only one specific performance criteria was met.(2)
    
    The Target and Maximum column above represent total payout if all three specific performance
criteria are met. Actual award payments are reflected in the Non-Equity Incentive Plan
Compensation column of the Summary Compensation Table.(3)
    
    Represents stock grants awarded under Redhooks 2007 Stock Incentive Plan. The shares were
fully vested upon grant. Cash compensation paid to Messrs. Shipman and Mickelson to approximate the
federal income tax tax obligation resulting on the stock award is reflected in the All Other
Compensation column of the Summary Compensation Table. Outstanding Equity Awards Value at Fiscal Year End
  Number ofSecuritiesUnderlying
    
    Number of SecuritiesUnexercised
    
    Underlying
    
    OptionOptions
    
    Unexercised Options
    
    Exercise
    
    Option ExpirationName of Executive Officer
    
    Exercisable (#)
    
    Unexercisable (#)
    
    Price
    
    DatePaul S. Shipman
    
    
    49,250
    
    
    
    
    
    
    $
    3.97
    
    
    May 20, 200976,500
    
    
    
    
    
    
    $
    1.87
    
    
    August 3, 201130,000
    
    
    
    
    
    
    $
    2.02
    
    
    August 27, 2012David J. Mickelson
    
    
    29,500
    
    
    
    
    
    
    $
    3.97
    
    
    May 20, 200976,500
    
    
    
    
    
    
    $
    1.87
    
    
    August 3, 201127,500
    
    
    
    
    
    
    $
    2.02
    
    
    August 27, 2012Jay T. Caldwell
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gerard C. Prial
    
    
    19,750
    
    
    
    
    
    
    $
    3.97
    
    
    May 20, 200976,500
    
    
    
    
    
    
    $
    1.87
    
    
    August 3, 201127,500
    
    
    
    
    
    
    $
    2.02
    
    
    August 27, 2012Allen L. Triplett
    
    
    19,750
    
    
    
    
    
    
    $
    3.97
    
    
    May 20, 200976,500
    
    
    
    
    
    
    $
    1.87
    
    
    August 3, 201127,500
    
    
    
    
    
    
    $
    2.02
    
    
    August 27, 2012
 12




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Option Exercises and Stock Vested.
 Number
    
    ExerciseExecutive Officer
    
    of Options
    
    Price
    
    Original Vesting DatePaul S. Shipman
    
    
    15,300
    
    
    $
    1.87
    
    
    August 200612,000
    
    
    $
    2.02
    
    
    August 2006 and August 2007David J. Mickelson
    
    
    15,300
    
    
    $
    1.87
    
    
    August 200611,000
    
    
    $
    2.02
    
    
    August 2006 and August 2007Gerard C. Prial
    
    
    15,300
    
    
    $
    1.87
    
    
    August 200611,000
    
    
    $
    2.02
    
    
    August 2006 and August 2007Allen L. Triplett
    
    
    15,300
    
    
    $
    1.87
    
    
    August 200611,000
    
    
    $
    2.02
    
    
    August 2006 and August 2007
 Potential Payments upon Termination or Change in Control
      13




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Value ofMonthly
    
    Cash
    
    Continuation of
    
    
    
    
    
    UnexercisedYears of
    
    Base
    
    Severance
    
    Medical /
    
    Pro-rata Bonus
    
    Stock Options
    
    Total PotentialNamed Executive
    
    Service
    
    Salary
    
    (6)
    
    Welfare Benefits
    
    Payments (7)
    
    (8)
    
    PaymentsPaul S. Shipman
    
    
    26
    (1)
    
    $
    22,317
    
    
    $
    605,784
    
    
    $
    17,008
    
    
    $
    53,560
    
    
    $
    637,022
    
    
    $
    1,313,374David J. Mickelson
    
    
    21
    (2)
    
    
    16,604
    
    
    
    393,393
    
    
    
    17,008
    
    
    
    99,697
    
    
    
    572,495
    
    
    
    1,082,593Jay T. Caldwell
    
    
    2
    (3)
    
    
    15,000
    
    
    
    194,693
    
    
    
    8,310
    
    
    
    36,000
    
    
    
    
    
    
    
    239,003Gerard C. Prial
    
    
    16
    (4)
    
    
    14,333
    
    
    
    263,622
    
    
    
    15,118
    
    
    
    34,398
    
    
    
    546,355
    
    
    
    859,493Allen L. Triplett
    
    
    23
    (5)
    
    
    14,333
    
    
    
    349,395
    
    
    
    5,941
    
    
    
    34,398
    
    
    
    546,355
    
    
    
    936,089
 
 (1)
    
    Mr. Shipmans employment agreement provides for severance of $267,800 per year for two years,
plus Mr. Shipman will also be paid for any vacation and sick leave that accrues during the term but
is not used, plus reimbursement of COBRA premiums for up to eighteen months.(2)
    
    Mr. Mickelsons letter of employment provides for severance equal to one month of base salary
for each year of service with the company, capped at a severance payment equal to twenty-four
months of base salary, plus reimbursement of COBRA premiums for the term of the severance period,
not to exceed eighteen months.(3)
    
    Mr. Caldwells letter of employment provides for severance equal to twelve months base salary,
plus reimbursement of COBRA premiums for the severance period.(4)
    
    Mr. Prials letter of employment provides for severance equal to sixteen months base salary,
plus reimbursement of COBRA premiums for the severance period.(5)
    
    Mr. Tripletts letter of employment provides for severance equal to twenty-three months base
salary, plus reimbursement of COBRA premiums for up to eighteen months.(6)
    
    Includes value of accrued but unpaid vacation and sick leave as of December 31, 2007.(7)
    
    Assumes performance targets for the executive set forth by the Compensation Committee were
met.(8)
    
    Represents the number of unexercised stock options held by the executive, multiplied by $6.65,
the closing price of the Companys common stock on December 31, 2007, less the aggregate exercise
price of the stock options. All outstanding stock options held by the Companys executive officers
are fully vested and exercisable. 14




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Redhook Director Compensation
  Stock-based Compensation:
 
 Cash Compensation:
 
 
 
 
   FeesEarned orPaid in
    
    Stock
    
    OptionName
    
    Cash
    
    Awards (1)
    
    Awards
    
    TotalFrank H. Clement
    
    $
    53,400
    
    
    $
    16,100
    
    
    $
    
    
    
    $
    69,500John W. Glick
    
    $
    10,000
    
    
    $
    
    
    
    $
    
    
    
    $
    10,000David R. Lord
    
    $
    52,400
    
    
    $
    16,100
    
    
    $
    
    
    
    $
    68,500Michael Loughran
    
    $
    63,400
    
    
    $
    16,100
    
    
    $
    
    
    
    $
    79,500John D. Rogers, Jr.
    
    $
    53,400
    
    
    $
    16,100
    
    
    $
    
    
    
    $
    69,500Anthony J. Short
    
    $
    10,000
    
    
    $
    
    
    
    $
    
    
    
    $
    10,000
 
 (1)
    
    On May 22, 2007, Messrs. Clement, Lord, Loughran and Rogers were each granted 2,300 shares of
fully-vested Redhook common stock and a cash payment of $8,400. The fair value of each stock grant
was computed in accordance with FASB SFAS No. 123R, Share-Based Payment. 15




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Securities Authorized for Issuance under Equity Compensation Plans
  Number of SecuritiesRemaining Available forFuture Issuance underNumber to be Issued Upon
    
    Weighted Average Exercise
    
    Equity Compensation PlansExercise of Outstanding
    
    Price of Outstanding Options
    
    (excluding securities reflectedPlan Category
    
    Options and Rights (a)
    
    and Rights (b)
    
    in column (a)) (c)Equity compensation
plans approved by
security holders
    
    
    689,140
    
    
    $
    2.57
    
    
    
    175,759Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    689,140
    
    
    $
    2.57
    
    
    
    175,759
 Security Ownership of Certain Beneficial Owners and Management
  
 
 
 
 16




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Number of Shares of Common
    
    Percent of Common StockName and Address
    
    Stock Beneficially Owned(1)
    
    Outstanding(1)Busch Investment Corporation (2)
    
    
    2,761,713
    
    
    
    33.06
    %Dimensional Fund Advisors LP (3)
    
    
    705,338
    
    
    
    8.44
    %Paul S. Shipman (4)
    
    
    316,550
    
    
    
    3.72
    %Frank H. Clement (5)
    
    
    281,070
    
    
    
    3.35
    %David J. Mickelson (6)
    
    
    180,500
    
    
    
    2.13
    %Allen L. Triplett (7)
    
    
    133,750
    
    
    
    1.58
    %Gerard C. Prial (7)
    
    
    125,750
    
    
    
    1.48
    %David R. Lord (8)
    
    
    18,073
    
    
    
    *John D. Rogers, Jr. (9)
    
    
    16,800
    
    
    
    *Michael Loughran (10)
    
    
    14,900
    
    
    
    *Jay T. Caldwell
    
    
    
    
    
    
    *John W. Glick
    
    
    
    
    
    
    *Anthony J. Short
    
    
    
    
    
    
    *All executive officers and directors as a group (11 individuals)(11)
    
    
    1,087,393
    
    
    
    12.15
    %
 
 *
    
    Less than 1%(1)
    
    Includes shares of common stock subject to options currently exercisable or exercisable
within 60 days of February 29, 2008. Shares subject to an option are not deemed outstanding for
purposes of computing the percentage ownership of any person other than the person holding the
option.(2)
    
    The business address of Busch Investment Corporation is 1220 N. Market Street, Suite 606,
Wilmington, Delaware 19801.(3)
    
    The business address of Dimensional Fund Advisors LP is 1299 Ocean Avenue, 11th Floor,
Santa Monica, California 90401. The number of shares shown as beneficially owned is based entirely
on information contained in the Schedule 13G/A filed by Dimensional Fund Advisors LP on February 6,
2008. As noted in the Schedule 13G/A, Dimensional Fund Advisors LP disclaims beneficial ownership
of these shares.(4)
    
    Includes 155,750 shares subject to options. Also includes 650 shares held by Mr. Shipmans
spouse.(5)
    
    Includes 32,000 shares subject to options, 33,436 shares held by Mr. Clements spouse, and
28,430 shares held by Mr.
Clement as trustee for his children.(6)
    
    Includes 133,500 shares subject to options.(7)
    
    Includes 123,750 shares subject to options.(8)
    
    Includes 12,000 shares subject to options.(9)
    
    Includes 8,000 shares subject to options. Also includes 3,000 shares held by Mr. Rogers
spouse.(10)
    
    Includes 4,000 shares subject to options.(11)
    
    Includes 592,750 shares subject to options. 17




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence
 Statement of Policy on Related Party Transactions
   Certain Related Party Transactions
 Transactions with A-B
    18




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##### Table of Contents



Pacific Ridge
    Transactions with Widmer Brothers Brewing Company
    Widmer
Hefeweizen Widmer Hefeweizen
  Director Independence
  19




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##### Table of Contents



Business  Relationship with Anheuser-Busch,
Incorporated.
 
 Item 14. Principal Accountant Fees and Services
  Fees Paid to the Independent Registered Public Accounting Firm
  2007
    
    
    2006Audit Fees
    
    $
    176,574
    
    
    $
    113,891Audit Related Fees
    
    
    2,000
    
    
    
    Tax Fees
    
    
    
    
    
    
    2,650All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    178,574
    
    
    $
    116,541
     Auditor Independence
  20




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##### Table of Contents



Pre-Approval Policies and Procedures
    Audit services
  Audit related services
  Tax services
  Other services
  
 PART IV.
 
 Item 15. Exhibits and Financial Statement Schedules
 (a) Documents filed as part of this report are as follows:
 3. Exhibits
  21




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##### Table of Contents



SIGNATURES
  REDHOOK ALE BREWERY, INCORPORATEDBy:
    /s/ Jay T. CaldwellJay T. Caldwell, Chief Financial Officer and Treasurer 22




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##### Table of Contents



EXHIBIT INDEX
  2.1
    
    Agreement and Plan of Merger between the Registrant and Widmer
Brothers Brewing Company, dated November 13, 2007 (incorporated by
reference from Exhibit 2.1 to the Registrants Current Report on
Form 8-K filed on November 13, 2007)2.2
    
    Form of Lock-Up Agreement to be delivered by certain of the
shareholders of Widmer Brothers Brewing Company (incorporated by
reference from Exhibit B to the Agreement and Plan of Merger dated
November 13, 2007, between the Registrant and Widmer Brothers
Brewing Company, which was filed as Exhibit 2.1 to the Registrants
Current Report on Form 8-K filed on November 13, 2007)3.1
    
    Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference from Exhibit 3.1 to the Registrants
Form 10-Q for the quarter ended June 30, 2004)3.2
    
    Amended and Restated Bylaws of the Registrant, dated November 30,
2007 (incorporated by reference from Exhibit 3.1 to the
Registrants Current Report on Form 8-K filed on December 5, 2007)10.1
    
    Amended and Restated Directors Stock Option Plan (incorporated by
reference from Exhibit 10.14 to the Registrants Registration
Statement on Form S-1, No. 33-94166)10.2
    
    Amendment dated as of February 27, 1996 to Amended and Restated
Directors Stock Option Plan (incorporated by reference from
Exhibit 10.32 to the Registrants Form 10-Q for the quarter ended
June 30, 1996)10.3
    
    Form of Stock Option Agreement for the Directors Stock Option Plan
(incorporated by reference from Exhibit 10.4 to the Registrants
Form 10-K for the year ended December 31, 2004)10.4
    
    1992 Stock Incentive Plan, approved October 20, 1992, as amended,
October 11, 1994 and May 25, 1995 (incorporated by reference from
Exhibit 10.16 to the Registrants Registration Statement on
Form S-1, No. 33-94166)10.5
    
    Amendment dated as of July 25, 1996 to 1992 Stock Incentive Plan,
as amended (incorporated by reference from Exhibit 10.33 to the
Registrants Form 10-Q for the quarter ended June 30, 1996)10.6
    
    Amendment dated as of February 27, 1996 to the 1992 Stock Incentive
Plan, as amended (incorporated by reference from Exhibit 10.31 to
the Registrants Form 10-Q for the quarter ended June 30, 1996)10.7
    
    Form of Stock Option Agreement for the 1992 Stock Incentive Plan,
as amended (incorporated by reference from Exhibit 10.8 to the
Registrants Form 10-K for the year ended December 31, 2004)10.8
    
    2002 Stock Option Plan (incorporated by reference from the Addendum
to the Registrants Proxy Statement for its 2002 Annual Meeting of
Shareholders)10.9
    
    Form of Stock Option Agreement (Directors Grants) for the 2002
Stock Option Plan (incorporated by reference from Exhibit 10.10 to
the Registrants Form 10-K for the year ended December 31, 2004)10.10
    
    Form of Stock Option Agreement (Executive Officer Grants) for the
2002 Stock Option Plan (incorporated by reference from
Exhibit 10.11 to the Registrants Form 10-K for the year ended
December 31, 2004)10.11
    
    2007 Stock Incentive Plan (incorporated by reference from the
Addendum to the Registrants Proxy Statement for its 2007 Annual
Meeting of Shareholders)10.12
    
    Letter of agreement regarding employment between the Registrant and
Paul Shipman, dated June 23, 2005 (incorporated by reference from
Exhibit 10.1 to the Registrants Current Report on Form 8-K filed
on June 28, 2005)10.13
    
    Employment Agreement between Registrant and Paul S. Shipman, dated
November 19, 2007 (incorporated by reference from Exhibit 10.1 to
the Registrants Current Report on Form 8-K filed on November 21,
2007)10.14
    
    Amended and Restated Employment Agreement between the Registrant
and Paul S. Shipman, dated February 13, 2008 (incorporated by
reference from Exhibit 10.1 to the Registrants Current Report on
Form 8-K filed on February 19, 2008)10.15
    
    Letter of agreement regarding employment between the Registrant and
David Mickelson, dated June 23, 2005 (incorporated by reference
from Exhibit 10.2 to the Registrants Current Report on Form 8-K
filed on June 28, 2005)10.16
    
    Letter of agreement regarding employment between the Registrant and
Allen L. Triplett, dated December 6, 2005 (incorporated by
reference from Exhibit 10.2 to the Registrants Current Report on
Form 8-K filed on December 7, 2005)10.17
    
    Letter of agreement regarding employment between the Registrant and
Gerard C. Prial, dated December 6, 2005 (incorporated by reference
from Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed on December 7, 2005)10.18
    
    Letter of agreement regarding employment between the Registrant and
Gerard C. Prial, dated February 12, 2008 (incorporated by reference
from Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed on February 12, 2008)
 23




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10.19
    
    Letter of agreement regarding employment between the Registrant and
Jay T. Caldwell, dated December 10, 2007 (incorporated by
reference from Exhibit 10.1 to the Registrants Current Report on
Form 8-K filed on December 12, 2007)10.20
    
    Summary Sheet of Director Compensation and Executive Cash
Compensation (incorporated by reference from Exhibit 10.20 to the
Registrants Form 10-K for the year ended December 31, 2007)10.21
    
    Purchasing Agreement dated as of November 21, 2002, between the
Registrant and Anheuser-Busch, Incorporated (incorporated by
reference from Exhibit 10.21 to the Registrants Form 10-K for the
year ended December 31, 2002)10.22
    
    Sublease between Pease Development Authority as Sublessor and the
Registrant as Sublessee, dated May 30, 1995 (incorporated by
reference from Exhibit 10.11 to the Registrants Registration
Statement on Form S-1, No. 33-94166)10.23
    
    Assignment of Sublease and Assumption Agreement dated as of July 1,
1995, between the Registrant and Redhook of New Hampshire, Inc.
(incorporated by reference from Exhibit 10.24 to the Registrants
Registration Statement on Form S-1, No. 33-94166)10.24
    
    Amended and Restated Credit Agreement between U.S. Bank of
Washington, National Association and the Registrant, dated June 5,
1995 (incorporated by reference from Exhibit 10.18 to the
Registrants Registration Statement on Form S-1, No. 33-94166)10.25
    
    First Amendment dated as of July 25, 1996, to Amended and Restated
Credit Agreement between U.S. Bank of Washington, National
Association and the Registrant, dated June 5, 1995 (incorporated by
reference from Exhibit 10.34 to the Registrants Form 10-Q for the
quarter ended September 30, 1996, No. 0-26542)10.26
    
    Second Amendment to Amended and Restated Credit Agreement between
U.S. Bank of Washington, National Association and the Registrant,
dated September 15, 1997 (incorporated by reference from
Exhibit 10.35 to the Registrants Form 10-Q for the quarter ended
September 30, 1997, No. 0-26542)10.27
    
    Third Amendment to Amended and Restated Credit Agreement between
U.S. Bank of Washington, National Association and the Registrant,
dated February 22, 1999 (incorporated by reference from
Exhibit 10.38 to the Registrants Form 10-Q for the quarter ended
March 31, 1999)10.28
    
    Fourth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated August 10,
2000 (incorporated by reference from Exhibit 10.42 to the
Registrants Form 10-Q for the quarter ended September 30, 2000)10.29
    
    Fifth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated June 19,
2001 (incorporated by reference from Exhibit 10.44 to the
Registrants Form 10-Q for the quarter ended June 30, 2001)10.30
    
    Sixth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated
December 31, 2001 (incorporated by reference from Exhibit 10.45 to
the Registrants Form 10-K for the year ended December 31, 2001)10.31
    
    Seventh Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated June 21,
2002 (incorporated by reference from Exhibit 10.47 to the
Registrants Form 10-Q for the quarter ended June 30, 2002)10.32
    
    Eighth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated March 18,
2003 (incorporated by reference from Exhibit 10.1 to the
Registrants Form 10-Q for the quarter ended March 31, 2003)10.33
    
    Ninth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated as of
October 31, 2003 (incorporated by reference from Exhibit 10.34 to
the Registrants Form 10-K for the year ended December 31, 2003)10.34
    
    Tenth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated as of
February 9, 2004 (incorporated by reference from Exhibit 10.35 to
the Registrants Form 10-K for the year ended December 31, 2003)10.35
    
    Eleventh Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated as of
September 28, 2004 (incorporated by reference from Exhibit 10.1 to
the Registrants Current Report on Form 8-K filed on October 26,
2004)10.36
    
    Twelfth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated as of
January 30, 2006 (incorporated by reference from Exhibit 10.1 to
the Registrants Current Report on Form 8-K filed on February 15,
2006)10.37
    
    Thirteenth Amendment to Amended and Restated Credit Agreement
between U.S. Bank National Association and the Registrant, dated as
of June 5, 2006 (incorporated by reference from Exhibit 10.1 to the
Registrants Current Report on Form 8-K filed on June 8, 2006)10.38
    
    Loan agreement between the Registrant and Bank of America, N.A.,
dated February 15, 2008 (incorporated by reference from
Exhibit 10.1 to the Registrants Current Report on Form 8-K filed
on February 19, 2008)
 24




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##### Table of Contents



10.39
    
    Exchange and Recapitalization Agreement dated as of June 30, 2004
between the Registrant and Anheuser-Busch, Incorporated
(incorporated by reference from Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed on July 2, 2004)10.40
    
    Master Distributor Agreement dated as of July 1, 2004 between the
Registrant and Anheuser-Busch, Incorporated (incorporated by
reference from Exhibit 10.2 to the Registrants Current Report on
Form 8-K filed on July 2, 2004)10.41
    
    Registration Rights Agreement dated as of July 1, 2004 between the
Registrant and Anheuser-Busch, Incorporated (incorporated by
reference from Exhibit 10.3 to the Registrants Current Report on
Form 8-K filed on July 2, 2004)10.42
    
    Supply, Distribution and Licensing Agreement dated as of July 1,
2004 between the Registrant and Craft Brands Alliance LLC
(incorporated by reference from Exhibit 10.4 to the Registrants
Current Report on Form 8-K filed on July 2, 2004)10.43
    
    Master Distributor Agreement dated as of July 1, 2004 between Craft
Brands Alliance LLC and Anheuser-Busch, Incorporated (incorporated
by reference from Exhibit 10.5 to the Registrants Current Report
on Form 8-K filed on July 2, 2004)10.43
    
    Licensing Agreement dated as of February 1, 2003 between the
Registrant and Widmer Brothers Brewing Company (incorporated by
reference from Exhibit 10.1 to the Registrants Form 10-Q for
quarter ended March 31, 2006)10.44
    
    Amendment No. 1 to Licensing Agreement between Redhook Ale Brewery
and Widmer Brothers Brewing Company, dated as of June 2005
(incorporated by reference from Exhibit 10.44 to the Registrants
Form 10-K for the year ended December 31, 2007)10.45
    
    Amendment No. 2 to Licensing Agreement between Redhook Ale Brewery
and Widmer Brothers Brewing Company, dated as of March 1, 2008
(incorporated by reference from Exhibit 10.45 to the Registrants
Form 10-K for the year ended December 31, 2007)10.46
    
    Manufacturing and Licensing Agreement between the Registrant and
Widmer Brothers Brewing Company, dated as of August 28, 2006
(incorporated by reference from Exhibit 10.54 to the Form 10-K for
the year ended December 31, 2006)10.47
    
    Amendment No. 1 to Manufacturing and Licensing Agreement between
the Registrant and Widmer Brothers Brewing Company, dated as of
December 31, 2006 (incorporated by reference from Exhibit 10.55 to
the Form 10-K for the year ended December 31, 2006)10.48
    
    Amended and Restated Manufacturing and Licensing Agreement between
the Registrant and Widmer Brothers Brewing Company, dated February
28, 2008 (incorporated by reference from Exhibit 10.48 to the
Registrants Form 10-K for the year ended December 31, 2007)21.1
    
    Subsidiaries of the Registrant (Incorporated by reference from
Exhibit 21.1 to the Companys Registration Statement on Form S-1,
No. 33-94166)23.1
    
    Consent of Moss Adams LLP, Independent Registered Public Accounting
Firm (incorporated by reference from Exhibit 23.1 to the
Registrants Form 10-K for the year ended December 31, 2007)31.1
    
    Certification of Chief Executive Officer of Redhook Ale Brewery,
Incorporated pursuant to Section 302 of the Sarbanes-Oxley Act of
200231.2
    
    Certification of President and Chief Operating Officer of Redhook
Ale Brewery, Incorporated pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.3
    
    Certification of Chief Financial Officer of Redhook Ale Brewery,
Incorporated pursuant to Section 302 of the Sarbanes-Oxley Act of
200232.1
    
    Certification of Chief Executive Officer of Redhook Ale Brewery,
Incorporated pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(incorporated by reference from Exhibit 32.1 to the Registrants
Form 10-K for the year ended December 31, 2007)32.2
    
    Certification of President and Chief Operating Officer of Redhook
Ale Brewery, Incorporated pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(incorporated by reference from Exhibit 32.2 to the Registrants
Form 10-K for the year ended December 31, 2007)32.3
    
    Certification of Chief Financial Officer of Redhook Ale Brewery,
Incorporated pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(incorporated by reference from Exhibit 32.3 to the Registrants
Form 10-K for the year ended December 31, 2007)
    
    Confidential treatment has been requested with respect to portions of
this exhibit. A complete copy of the agreement, including the redacted
terms, has been separately filed with the Securities and Exchange Commission
 25