Exhibit 4.3

 

Anheuser-Busch InBev SA/NV

Base Restricted Stock Units Plan

Relating to Shares of Anheuser-Busch InBev

1	Definitions

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

 

		AB InBev		Anheuser-Busch InBev NV/SA with its registered office at Grand Place 1, B-1000 Brussels, Belgium, VAT BE 0417.497.106 RPM/RPR Brussels;
		Acceptance Form		the form in which the Participant confirms, among other things, his/her acceptance of the Offer of AB InBev and the Restricted Stock Units;
		Base Plan		this Base Restricted Stock Units Plan
		Board of Directors		the board of directors of AB InBev;
		Closed Period		any period defined as such in the Code of Dealing;
		Code of Business Conduct		The AB InBev Code of Business Conduct, as amended from time to time;
		Code of Dealing		the AB InBev Dealing Code, as amended from time to time;
		Committee		the Remuneration Committee of AB InBev;
		Confirmation Period		the period during which a Participant must return the completed Acceptance Form to AB InBev, as indicated in the Offer Letter;
		Data Controller		the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; for the processing of Personal Data in the context of the setting-up and management of the Plan and the Option and Share register in electronic form, the Data Controller is Anheuser-Busch InBev;
		Data Processor		any third party designated by the Data Controller to process Personal Data on behalf of the Data Controller in accordance with Clause 14 for the implementation, administration and management of the Plan and the Share register and RSU register in electronic form;
		Data Protection Law		any and all local, national and international data protection/privacy laws and regulations, as may be amended, such as the GDPR and supplementing national law provisions that apply to the processing of Personal Data as covered in or in relation to the Plan;

 

 

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		Dismissal		termination of employment by AB InBev or its subsidiaries;
		Dismissal for Serious Cause		termination of employment for serious cause (as determined by the Chief People Officer of AB InBev (or other designee of the Chief People Officer of AB InBev) or, if applicable, as defined in relevant local law) by AB InBev or its subsidiaries;
		Divestiture		a situation whereby the Participant’s employer is no longer a subsidiary of AB InBev following a divestiture through the sale of shares in the said AB InBev subsidiary or otherwise;
		GDPR		Regulation 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
		Global Ethics and Compliance Committee		the global ethics and compliance committee of AB InBev (or any successor of such committee);
		Grant Date		has the meaning given to it in the Offer Letter;
		HR Information System		SAP, Sharp, Workdays or any successor system hereof;
		LTI Website		the internet website referred to in the Offer Letter (and any successor thereof) through which a Participant can monitor his/her portfolio of Restricted Stock Units;
		Material Adverse Decision		Any decision, judgment, settlement or other act adopted by an administrative authority, court or tribunal that has a direct or indirect significant negative financial, reputational or commercial impact on AB InBev, as determined by the Global Ethics and Compliance Committee;
		Material Breach		Any violation of the Code of Business Conduct of AB InBev that has a direct or indirect significant negative financial, reputational or commercial impact on the Company, as determined by the Global Ethics and Compliance Committee;
		Offer		the offer of Restricted Stock Units by AB InBev to the Participant as set out in the Offer Letter;
		Offer Letter		the letter (which can take the form of an email or other means of communication in writing) whereby AB InBev communicates the details of the Offer of Restricted Stock Units made to a Participant under the Plan, together with the Acceptance Form;

 

 

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		Outsourcing		a situation whereby (i) a Participant is dismissed by AB InBev or a subsidiary of AB InBev in the framework of a collective dismissal (in the meaning of the Belgian Law of 13 February 1998 or its equivalent in the jurisdiction of the Participant) and is re-employed, together with the other persons who have been likewise dismissed, by a third-party company which is not an affiliate of AB InBev and which provides services to AB InBev; or (ii) a Participant is transferred by AB InBev or a subsidiary of AB InBev in the framework of the Belgian Collective Bargaining Agreement No 32bis of 7 June 1985 (or its equivalent in the jurisdiction of the Participant) to a third-party company which is not an affiliate of AB InBev and which provides services to AB InBev;
		Participant		an employee of AB InBev or its subsidiaries and who received an Offer Letter, or any Successor to whom Restricted Stock Units have been transferred in accordance with these terms and conditions;
		Personal Data		each item of information relating to an identified or identifiable Participant defined as personal data pursuant to Data Protection Law;
		Plan		the Base Plan, together with the applicable Sub-Plan administered thereunder;
		Resignation		the termination by a Participant of employment with AB InBev or its subsidiaries;
		RSU or Restricted Stock Unit		the right to receive from AB InBev one existing Share in accordance with these terms and conditions;
		SBC		the Share-Based Compensation Plan of AB InBev;
		SEC		the US Securities and Exchange Commission;
		Share		an ordinary share of AB InBev (ISIN: BE0974293251);
		Sub-Plan		any sub-plan that may be administered by AB InBev from time to time pursuant to the Base Plan;
		Successor		the successor of a Participant as determined under the applicable law of succession and/or the persons designated by a Participant, in accordance with the applicable law of succession, to inherit the rights of the Participant under the Plan after the death of the Participant;
		Vesting Date		has the meaning given to it in the Offer Letter;
		Vesting Period		the period running from the Grant Date to the Vesting Date (inclusive).

 

 

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2	Approval of the Plan documentation

The Plan forms part of an agreement between the Participant and AB InBev. By returning their completed Acceptance Form, Participants unconditionally agree to be bound by the contents of this document, the applicable Sub-Plan, the Offer Letter and the Acceptance Form. The provisions of the applicable Sub-Plan shall govern and prevail in the event of any conflict with the terms and conditions of the Base Plan.

A Participant who fails to return the completed Acceptance Form before the expiry of the Confirmation Period will be deemed to have refused the Offer and the Restricted Stock Units.

 

3	Nature and characteristics of the Restricted Stock Units

 

3.1

Vesting

The Restricted Stock Units are subject to a Vesting Period as further described in the Offer Letter.

On or shortly after the Vesting Date, AB InBev will deliver one Share per Restricted Stock Unit held by the Participant, subject to the provisions of these terms and conditions. Unless explicitly set forth otherwise in these terms and conditions, Restricted Stock Units do not confer any shareholder’s rights.

 

3.2	Dividend protection

Restricted Stock Units entitle their holder to a dividend equivalent during the Vesting Period, which represents an amount equal to the gross dividend paid by AB InBev on the Shares underlying the Restricted Stock Units. This dividend equivalent will be granted to the Participants on or shortly before the Vesting Date of the Restricted Stock Units in the form of additional Restricted Stock Units with the same vesting conditions, including the same Vesting Date, and governed by the same terms and conditions as the original Restricted Stock Units.

The number of additional Restricted Stock Units to which a Participant is entitled upon payment of dividends will be capitalised on a yearly basis up until the Vesting Date of the Restricted Stock Units.

The number of additional Restricted Stock Units to which a Participant is entitled upon payment of dividends on the Shares underlying the Restricted Stock Units will be calculated by AB InBev. The number of additional Restricted Stock Units will be equal to the sum of each gross dividend divided by the closing share price on Euronext Brussels of the AB InBev Share on each relevant dividend payment date and multiplied by the number of compounded Restricted Stock Units that the Participant holds on the Vesting Date. Such final result will be rounded down to the closest unit.

 

3.3	Transferability

Except for transfers as a result of death (see Clause 6.7 below), Restricted Stock Units may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party.

 

 

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4	Nature and characteristics of the underlying Shares

 

4.1

General

The Shares to be delivered to the holders of Restricted Stock Units upon vesting of the Restricted Stock Units are existing ordinary Shares of AB InBev with all rights and benefits generally attached to such Shares. AB InBev will, at its discretion, deliver Shares in dematerialised (electronic or book-entry) form or in registered form.

 

4.2

Dividends

The Shares delivered upon vesting of the Restricted Stock Units give the right to the dividends paid on such Shares decided by AB InBev after the Vesting Date.

 

4.3	Transferability

Unless agreed otherwise between the Participant and AB InBev, the Shares delivered upon vesting of the Restricted Stock Units are not subject to any transfer restrictions under the rules of the Plan.

 

5	Expenses and taxes

All costs related to the attribution of the Restricted Stock Units, the attribution of the additional Restricted Stock Units referred to in Clause 3.2 above and the delivery of the underlying Shares will be borne by AB InBev, except taxes on stock exchange transactions and income and social security taxes on the income received by the Participants in connection with the delivery or the ownership of the Restricted Stock Units and with the delivery of the underlying Shares. AB InBev may withhold from any payment or delivery of Shares any income or social security taxes that are required to be withheld under any applicable law, rule or regulation.

 

6	Expiry of the Restricted Stock Units before the Vesting Date and situation upon termination of employment

 

6.1	Malus adjustment

When conduct that occurred in the period during which the Participant is or was responsible for such conduct contributes to a Material Adverse Decision or a Material Breach of our Code of Business Conduct before the Vesting Date the Restricted Stock Units held by such Participant under this Plan will automatically expire and become null and void.

 

6.2	Termination of employment

The applicable Sub-Plan shall specify any rules with respect to the expiration of Restricted Stock Units that may apply in the event of termination of employment of a Participant before the Vesting Date (including, but not limited to, any rules that may apply in the event of a Dismissal, Dismissal for Serious Cause or Resignation).

 

6.3	Death or termination of employment following permanent disability

Notwithstanding Clause 6.2 above, in the case of death of a Participant or termination of employment following permanent disability of a Participant before the Vesting Date:

 

6.3.1

the Vesting Period referred to in Clause 2.1 will automatically expire and all Restricted Stock Units will automatically vest provided that, in the case of permanent disability and if so requested by Anheuser-Busch InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after employment has ended. The Shares to be delivered upon vesting of these Restricted Stock Units will be delivered to the relevant Participant’s Successors (if applicable) shortly after the Participant’s death or to the Participant shortly after the termination of the Participant’s employment following permanent disability.

 

 

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Except as provided in Clause 6.4 below, the notion of “permanent disability” is to be defined by reference to the law governing the employment in the relevant jurisdiction of the Participant

 

6.4	Notwithstanding Clause 6.3 above, for Participants subject to taxation in the United States, “permanent disability” shall mean at least one of the following:

 

6.4.1

the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months;

 

6.4.2

the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s AB InBev employer; or

 

6.4.3

the Participant is determined to be totally disabled by the Social Security Administration.

 

6.5

In deviation from Clause 6.3 above, in the case of termination of employment of a Participant who is subject to taxation in the United States before the Vesting Date following permanent disability that does not meet the definition of “permanent disability” under Clause 6.8 above, the Restricted Stock Units will remain in full force and effect and will vest on the Vesting Date.

 

6.6	Leave of Absence

A Participant who is, as of the Grant Date, or following the Grant Date commences, on a Leave of Absence shall be deemed to remain employed by AB InBev and its subsidiaries unless the Leave of Absence extends beyond the second anniversary of the date on which the Leave of Absence commenced, in which event the Participant will be deemed to have resigned, in the meaning of Section 6 of the Base Plan and for the application of the Plan only, on and as of the Leave of Absence expiration date.

 

7	Administration of the Plan

 

7.1	Delegation to the Committee

The Board of Directors may delegate part or all powers under the Plan to the Committee. In the case of a delegation of powers, the Committee shall: (i) be responsible for the general administration of the Plan in accordance with the provisions thereof, under the supervision of the Board of Directors; and (ii) be authorised to establish rules for the administration, interpretation and application of the Plan and, if necessary, to interpret, amend (as provided for in Clause 12) and cancel these rules, in compliance with these terms and conditions.

 

 

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In the case of a delegation of powers, the Board of Directors will retain full authority to exercise all the rights and obligations of the Committee under the Plan at any time whatsoever, or to delegate them to another committee constituted by the Board of Directors.

 

7.2	(Sub-)delegation to any third party

The Board of Directors and the Committee may (sub-)delegate certain well-specified powers to any third party they deem appropriate.

In the case of a (sub-)delegation of powers, the Board of Directors and the Committee will retain full authority to exercise all the rights and obligations so delegated.

 

8	Amendment to the capital structure and anti-dilution measures

AB InBev expressly reserves the right to proceed with corporate changes that have an impact on its capital, such as capital increases, including by incorporation of reserves in the capital, capital decreases, issuance of convertible bonds, subscription rights or options, stock splits or reverse stock splits, combinations or reclassifications of the Shares, mergers, (partial) demergers, as well as the right to amend the clauses in the articles of association governing the allocation of profits or liquidation boni.

In the event that such corporate changes would have an unfavourable effect on the Restricted Stock Units, the number of Restricted Stock Units and/or the number of Shares to which the Restricted Stock Units give rights will be adjusted for the purpose of safeguarding the interests of the holders of Restricted Stock Units, in the manner determined at the sole discretion of the Board of Directors, subject to any required action by the Shareholders’ Meeting of AB InBev. The terms of such adjustment will be communicated to the Participants in due time.

In the event that AB InBev would be merged into another company, the rights and obligations of AB InBev under the Plan will automatically be transferred to the absorbing company and the Restricted Stock Units will no longer give the Participants the right to Shares but instead the right to shares of the absorbing company, subject to applicable law and to any applicable corporate approval. The number of shares of the absorbing company to which each Restricted Stock Units will give right will be determined at the sole discretion of the Board of Directors and/or the board of directors of the absorbing company and will be communicated to the Participants in due time.

 

9	Electronic register, electronic evidence and electronic delivery

 

9.1	Electronic Share and RSU register

The Shares and Restricted Stock Units will be recorded in a register, which may be in electronic form and the maintenance of which may be delegated by AB InBev to a third party.

 

9.2	Electronic evidence

Electronic approvals, instructions, orders, statements and communications between a Participant, AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration of the Plan will have the same legal status as written approvals, instructions, orders, statements and communications. The written recording or the written reproduction of electronic approvals, instructions, orders, statements and communications received by AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration of the Plan, will constitute conclusive evidence between the Participant, AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration of the Plan, unless evidence to the contrary is provided by the Participant.

 

 

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9.3	Consent to electronic delivery

As a condition to receiving the Restricted Stock Units, each Participant consents to delivery of all subsequent information relating to the Restricted Stock Units by electronic means, including e-mails to the Participants and postings on AB InBev’s website or intranet. Such information may include, amongst others, financial information concerning AB InBev. In order to access such information, Participants will be required to access AB InBev’s e-mail system, website and/or intranet. By returning the Acceptance Form, Participants are deemed to acknowledge that they have such access to the e-mail system of AB InBev, to AB InBev’s website and intranet and ordinarily use them in the ordinary course of their employment. Participants may obtain paper copies of any such information by submitting a request to receive paper copies to their respective People Department.

 

10	Matrimonial regime

In the event that the matrimonial regimes of Participants confer ownership or other rights on their spouses with respect to the Restricted Stock Units, those Participants undertake that their spouses shall appoint them as their sole representatives for all matters arising in relation to the Restricted Stock Units.

 

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Death

In the event of a Participant’s death, any Successor acquiring the Restricted Stock Units shall inform AB InBev of the Participant’s death as soon as possible and at the latest one month from the date of death.

 

12	Modification of the terms and conditions

The Board of Directors may unilaterally modify at any time the practical and/or accessory modalities of the terms and conditions. It may also unilaterally modify the terms and conditions when such modifications are required to comply with any change in legislation.

 

13	Nature of the Plan

Notwithstanding any provisions to the contrary included in the terms and conditions, the Offer Letter, the Acceptance Form or any other document relating to the Plan:

 

13.1	the grant of Shares and/or Restricted Stock Units to the Participant in the framework of the Plan is unrelated to his/her occupational pension rights or pension claims, so that this grant cannot affect these occupational pension rights and claims;

 

13.2

the Plan, the terms and conditions, the Offer Letter, the Acceptance Form or any other document relating to the Plan do not confer upon the Participant any right to continued employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of AB InBev or its subsidiaries to terminate the Participant’s employment according to the applicable regulations in respect of termination thereof;

 

13.3	the grant of Restricted Stock Units cannot be considered as a right acquired for the future.

 

 

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14	Privacy and processing of Personal Data

To enable the proper set-up and management of the Plan and the RSU register, Personal Data about each Participant will need to be collected and used. This Section 14 sets out the obligations of Anheuser-Busch InBev and the rights of Participants regarding any such collection and use, and provides the legally required information in this respect.

 

14.1	Identity of the person responsible for your Personal Data

Anheuser-Busch InBev is the so-called “Data Controller”, which is responsible for the collection and processing of Personal Data as is necessary for the setting-up and management of the Plan and the RSU register of Anheuser-Busch InBev in electronic form.

 

14.2	Why and how Personal Data is collected and used

The Personal Data will either be collected via the LTI Website or extracted from Anheuser-Busch InBev’s HR Information System (or any successor system thereof)¹. It will be used exclusively for the purposes of the administration of the Plan and the maintenance of the RSU register of Anheuser-Busch InBev in electronic form.

The Data Controller and any Data Processor will collect and process the Participants’ Personal Data in accordance with the Data Protection Law.

 

14.3	Nature of the Personal Data

The following Personal Data relating to the Participants will be collected and used:

 

(i)

their contact details (e.g. names*, private/professional* (email) addresses/phone numbers);

 

(i)

electronic identification data;

 

(ii)

personal characteristics (i.e. date of birth*);

 

(iii)

financial data (e.g. details regarding bank account);

 

(iv)

details of all rights and other entitlement to Restricted Stock Units awarded, cancelled, vested, unvested or outstanding.

Generally, the processing of the above Personal Data is necessary for the setting-up and management of the Plan and Share register and the Participants are required to provide their Personal Data, except in limited instances when the Data Controller indicates that certain information is voluntary. If the Participant refuses to provide his/her Personal Data, the Data Controller may be unable to manage participation of the Participant in the Plan.

 

14.4	Other persons having access to the Personal Data and purpose thereof

The Data Controller can transfer the Personal Data to the following categories of recipients:

 

(i)

the provider of the LTI Website acting as Data Processor;

 

(ii)

the employer of the Participant for the above purposes;

 

(iii)

payroll operators acting as Data Processors;

 

(iv)

regulatory authorities for the purposes of complying with legal obligations in connection with the Plan; and

 

                                                         

 

1	In this case, the Personal Data which are not directly collected from you are identified with an asterisk (*) below.

 

 

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(v)

any member of the Anheuser-Busch InBev group.

Such recipients may be located in jurisdictions outside the European Economic Area (“EEA”) that may not provide an adequate level of personal data protection. In order to ensure an adequate level of protection for data transfers to such countries, the Data Controller provides appropriate safeguards by way of entering into Standard Contractual Clauses (2010/87/EU and/or 2004/915/EC) or other adequate means (such as binding corporate rules).

The Participant may request a copy of, or information about, the appropriate safeguards provided for the transfers, by contacting the Anheuser-Busch InBev Compliance Team through globalcompliance@ab-inbev.com.

 

14.5	Legal basis allowing Anheuser-Busch InBev to collect and use Personal Data

The processing and sharing of the Participant’s Personal Data for the purposes set out in Section 14.2 is justified on the following legal bases: (i) the processing is necessary for the performance of a contract to which the Participant is a party or in order to take steps at the request of the Participant prior to entering into such contract, (ii) the processing is necessary to comply with a legal obligation to which the Data Controller is subject, or (iii) the processing is necessary for the purposes of the legitimate interests pursued by the Data Controller or by a third party, which are not overridden by the interests or fundamental rights and freedoms of the Participant, it being noted that such legitimate interests include implementing and offering Anheuser-Busch InBev Plan and setting-up an Option and Share register.

 

14.6	Rights of the Participants

In the conditions set forth under applicable Data Protection Law, the Participant can exercise his/her right to request access to and rectification or erasure of his/her Personal Data or restriction of processing concerning the Participant or to object to processing as well as the right to data portability by sending a written request to globalcompliance@ab-inbev.com.

Finally, if Participants have questions or complaints about how Anheuser-Busch InBev processes their Personal Data, they may contact the Anheuser-Busch InBev Compliance Team through globalcompliance@ab-inbev.com. The Participants may also contact Anheuser-Busch InBev’s appointed data protection officer, First Privacy GmbH, at: e-mail: abi-team@firstprivacy.com ; phone: +49 421 69663282. They also have the right to make a complaint to the competent supervisory authority.

 

14.7	Storage period of the Personal Data

In general, Personal Data will be stored for a period of five (5) years after the termination of the Plan.

 

15	Severability

If any provision in this document is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, that provision will be deemed not to form part of this document, and the legality, validity or enforceability of the remainder of this document will not be affected.

 

16	Applicable law

The Restricted Stock Units and these terms and conditions are governed by Belgian law.

 

 

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Exhibit 4.4

 

Anheuser-Busch InBev SA/NV

Base Restricted Stock Units Plan

Relating to American Depositary Shares of Anheuser-Busch InBev

1	Definitions

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

 

		AB InBev		Anheuser-Busch InBev NV/SA with its registered office at Grand Place 1, B-1000 Brussels, Belgium, VAT BE 0417.497.106 RPM/RPR Brussels;
		Acceptance Form		the form in which the Participant confirms, among other things, his/her acceptance of the Offer of AB InBev and the Restricted Stock Units;
		ADS		an American Depositary Share issued under the deposit agreement with the Bank of New York Mellon (or any successor thereof) traded on the New York Stock Exchange (ISIN: US03524A1088) and representing one Share or the right to receive one Share of AB InBev;
		Base Plan		this Base Restricted Stock Units Plan
		Board of Directors		the board of directors of AB InBev;
		Closed Period		any period defined as such in the Code of Dealing;
		Code of Business Conduct		The AB InBev Code of Business Conduct, as amended from time to time;
		Code of Dealing		the AB InBev Dealing Code, as amended from time to time;
		Committee		the Remuneration Committee of AB InBev;
		Confirmation Period		the period during which a Participant must return the completed Acceptance Form to AB InBev, as indicated in the Offer Letter;
		Data Controller		the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; for the processing of Personal Data in the context of the setting-up and management of the Plan and the Option and Share register in electronic form, the Data Controller is Anheuser-Busch InBev;
		Data Processor		any third party designated by the Data Controller to process Personal Data on behalf of the Data Controller in accordance with Clause 14 for the implementation, administration and management of the Plan and the Share register and RSU register in electronic form;

 

 

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		Data Protection Law		any and all local, national and international data protection/privacy laws and regulations, as may be amended, such as the GDPR and supplementing national law provisions that apply to the processing of Personal Data as covered in or in relation to the Plan;
		Dismissal		termination of employment by AB InBev or its subsidiaries;
		Dismissal for Serious Cause		termination of employment for serious cause (as determined by the Chief People Officer of AB InBev (or other designee of the Chief People Officer of AB InBev) or, if applicable, as defined in relevant local law) by AB InBev or its subsidiaries;
		Divestiture		a situation whereby the Participant’s employer is no longer a subsidiary of AB InBev following a divestiture through the sale of shares in the said AB InBev subsidiary or otherwise;
		GDPR		Regulation 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
		Global Ethics and Compliance Committee		the global ethics and compliance committee of AB InBev (or any successor of such committee);
		Grant Date		has the meaning given to it in the Offer Letter;
		HR Information System		SAP, Sharp, Workdays or any successor system hereof;
		LTI Website		the internet website referred to in the Offer Letter (and any successor thereof) through which a Participant can monitor his/her portfolio of Restricted Stock Units;
		Material Adverse Decision		Any decision, judgment, settlement or other act adopted by an administrative authority, court or tribunal that has a direct or indirect significant negative financial, reputational or commercial impact on AB InBev, as determined by the Global Ethics and Compliance Committee;
		Material Breach		Any violation of the Code of Business Conduct of AB InBev that has a direct or indirect significant negative financial, reputational or commercial impact on the Company, as determined by the Global Ethics and Compliance Committee;
		Offer		the offer of Restricted Stock Units by AB InBev to the Participant as set out in the Offer Letter;

 

 

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		Offer Letter		the letter (which can take the form of an email or other means of communication in writing) whereby AB InBev communicates the details of the Offer of Restricted Stock Units made to a Participant under the Plan, together with the Acceptance Form;
		Outsourcing		a situation whereby (i) a Participant is dismissed by AB InBev or a subsidiary of AB InBev in the framework of a collective dismissal (in the meaning of the Belgian Law of 13 February 1998 or its equivalent in the jurisdiction of the Participant) and is re-employed, together with the other persons who have been likewise dismissed, by a third-party company which is not an affiliate of AB InBev and which provides services to AB InBev; or (ii) a Participant is transferred by AB InBev or a subsidiary of AB InBev in the framework of the Belgian Collective Bargaining Agreement No 32bis of 7 June 1985 (or its equivalent in the jurisdiction of the Participant) to a third-party company which is not an affiliate of AB InBev and which provides services to AB InBev;
		Participant		an employee of AB InBev or its subsidiaries and who received an Offer Letter, or any Successor to whom Restricted Stock Units have been transferred in accordance with these terms and conditions;
		Personal Data		each item of information relating to an identified or identifiable Participant defined as personal data pursuant to Data Protection Law;
		Plan		the Base Plan, together with the applicable Sub-Plan administered thereunder;
		Resignation		the termination by a Participant of employment with AB InBev or its subsidiaries;
		RSU or Restricted Stock Unit		the right to receive from AB InBev one existing Share in accordance with these terms and conditions;
		SBC		the Share-Based Compensation Plan of AB InBev;
		SEC		the US Securities and Exchange Commission;
		Share		an ordinary share of AB InBev (ISIN: BE0974293251);
		Sub-Plan		any sub-plan that may be administered by AB InBev from time to time pursuant to the Base Plan;

 

 

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		Successor		the successor of a Participant as determined under the applicable law of succession and/or the persons designated by a Participant, in accordance with the applicable law of succession, to inherit the rights of the Participant under the Plan after the death of the Participant;
		Vesting Date		has the meaning given to it in the Offer Letter;
		Vesting Period		the period running from the Grant Date to the Vesting Date (inclusive).

 

2	Approval of the Plan documentation

The Plan forms part of an agreement between the Participant and AB InBev. By returning their completed Acceptance Form, Participants unconditionally agree to be bound by the contents of this document, the applicable Sub-Plan, the Offer Letter and the Acceptance Form. The provisions of the applicable Sub-Plan shall govern and prevail in the event of any conflict with the terms and conditions of the Base Plan.

A Participant who fails to return the completed Acceptance Form before the expiry of the Confirmation Period will be deemed to have refused the Offer and the Restricted Stock Units.

 

3	Nature and characteristics of the Restricted Stock Units

 

3.1

Vesting

The Restricted Stock Units are subject to a Vesting Period as further described in the Offer Letter.

On or shortly after the Vesting Date, AB InBev will deliver one ADS per Restricted Stock Unit held by the Participant, subject to the provisions of these terms and conditions. Unless explicitly set forth otherwise in these terms and conditions, Restricted Stock Units do not confer any shareholder’s rights.

 

3.2	Dividend protection

Restricted Stock Units entitle their holder to a dividend equivalent during the Vesting Period, which represents an amount equal to the gross dividend paid by AB InBev on the ADSs underlying the Restricted Stock Units. This dividend equivalent will be granted to the Participants on or shortly before the Vesting Date of the Restricted Stock Units in the form of additional Restricted Stock Units with the same vesting conditions, including the same Vesting Date, and governed by the same terms and conditions as the original Restricted Stock Units.

The number of additional Restricted Stock Units to which a Participant is entitled upon payment of dividends will be capitalised on a yearly basis up until the Vesting Date of the Restricted Stock Units.

The number of additional Restricted Stock Units to which a Participant is entitled upon payment of dividends on the ADSs underlying the Restricted Stock Units will be calculated by AB InBev. The number of additional Restricted Stock Units will be equal to the sum of each gross dividend divided by the closing share price on Euronext Brussels of the AB InBev Share on each relevant dividend payment date and multiplied by the number of compounded Restricted Stock Units that the Participant holds on the Vesting Date. Such final result will be rounded down to the closest unit.

 

 

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3.3	Transferability

Except for transfers as a result of death (see Clause 6.7 below), Restricted Stock Units may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party.

 

4	Nature and characteristics of the underlying ADSs

 

4.1

General

The ADSs to be delivered to the holders of Restricted Stock Units upon vesting of the Restricted Stock Units are ordinary American Depositary Shares issued under the deposit agreement with The Bank of New York Mellon (or any successor thereof) in the framework of the AB InBev American Depositary Receipt facility managed by The Bank of New York Mellon (or any successor thereof) with all rights and benefits generally attached to such ADSs.

 

4.2

Dividends

The ADSs delivered upon vesting of the Restricted Stock Units give the right to the dividends paid on such ADSs decided by AB InBev after the Vesting Date.

ADS holders receive cash dividends in U.S. dollars after the amount paid in euro on the ordinary shares represented by the ADSs is converted to U.S. dollars.

 

4.3	Transferability

Unless agreed otherwise between the Participant and AB InBev, the ADSs delivered upon vesting of the Restricted Stock Units are not subject to any transfer restrictions under the rules of the Plan.

 

5	Expenses and taxes

All costs related to the attribution of the Restricted Stock Units, the attribution of the additional Restricted Stock Units referred to in Clause 3.2 above and the delivery of the underlying ADSs will be borne by AB InBev, except taxes on stock exchange transactions and income and social security taxes on the income received by the Participants in connection with the delivery or the ownership of the Restricted Stock Units and with the delivery of the underlying ADSs. AB InBev may withhold from any payment or delivery of ADSs any income or social security taxes that are required to be withheld under any applicable law, rule or regulation.

 

6	Expiry of the Restricted Stock Units before the Vesting Date and situation upon termination of employment

 

6.1	Malus adjustment

When conduct that occurred in the period during which the Participant is or was responsible for such conduct contributes to a Material Adverse Decision or a Material Breach of our Code of Business Conduct before the Vesting Date the Restricted Stock Units held by such Participant under this Plan will automatically expire and become null and void.

 

 

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6.2	Termination of employment

The applicable Sub-Plan shall specify any rules with respect to the expiration of Restricted Stock Units that may apply in the event of termination of employment of a Participant before the Vesting Date (including, but not limited to, any rules that may apply in the event of a Dismissal, Dismissal for Serious Cause or Resignation).

 

6.3	Death or termination of employment following permanent disability

Notwithstanding Clause 6.2 above, in the case of death of a Participant or termination of employment following permanent disability of a Participant before the Vesting Date:

 

6.3.1

the Vesting Period referred to in Clause 2.1 will automatically expire and all Restricted Stock Units will automatically vest provided that, in the case of permanent disability and if so requested by Anheuser-Busch InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after employment has ended. The ADSs to be delivered upon vesting of these Restricted Stock Units will be delivered to the relevant Participant’s Successors (if applicable) shortly after the Participant’s death or to the Participant shortly after the termination of the Participant’s employment following permanent disability.

Except as provided in Clause 6.4 below, the notion of “permanent disability” is to be defined by reference to the law governing the employment in the relevant jurisdiction of the Participant

 

6.4	Notwithstanding Clause 6.3 above, for Participants subject to taxation in the United States, “permanent disability” shall mean at least one of the following:

 

6.4.1

the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months;

 

6.4.2

the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s AB InBev employer; or

 

6.4.3

the Participant is determined to be totally disabled by the Social Security Administration.

 

6.5

In deviation from Clause 6.3 above, in the case of termination of employment of a Participant who is subject to taxation in the United States before the Vesting Date following permanent disability that does not meet the definition of “permanent disability” under Clause 6.8 above, the Restricted Stock Units will remain in full force and effect and will vest on the Vesting Date.

 

6.6	Leave of Absence

A Participant who is, as of the Grant Date, or following the Grant Date commences, on a Leave of Absence shall be deemed to remain employed by AB InBev and its subsidiaries unless the Leave of Absence extends beyond the second anniversary of the date on which the Leave of Absence commenced, in which event the Participant will be deemed to have resigned, in the meaning of Section 6 of the Base Plan and for the application of the Plan only, on and as of the Leave of Absence expiration date.

 

 

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7	Administration of the Plan

 

7.1	Delegation to the Committee

The Board of Directors may delegate part or all powers under the Plan to the Committee. In the case of a delegation of powers, the Committee shall: (i) be responsible for the general administration of the Plan in accordance with the provisions thereof, under the supervision of the Board of Directors; and (ii) be authorised to establish rules for the administration, interpretation and application of the Plan and, if necessary, to interpret, amend (as provided for in Clause 12) and cancel these rules, in compliance with these terms and conditions.

In the case of a delegation of powers, the Board of Directors will retain full authority to exercise all the rights and obligations of the Committee under the Plan at any time whatsoever, or to delegate them to another committee constituted by the Board of Directors.

 

7.2	(Sub-)delegation to any third party

The Board of Directors and the Committee may (sub-)delegate certain well-specified powers to any third party they deem appropriate.

In the case of a (sub-)delegation of powers, the Board of Directors and the Committee will retain full authority to exercise all the rights and obligations so delegated.

 

8	Amendment to the capital structure and anti-dilution measures

AB InBev expressly reserves the right to proceed with corporate changes that have an impact on its capital, such as capital increases, including by incorporation of reserves in the capital, capital decreases, issuance of convertible bonds, subscription rights or options, stock splits or reverse stock splits, combinations or reclassifications of its ordinary shares, mergers, (partial) demergers, as well as the right to amend the clauses in the articles of association governing the allocation of profits or liquidation boni.

In the event that such corporate changes would have an unfavourable effect on the Restricted Stock Units, the number of Restricted Stock Units and/or the number of ADSs to which the Restricted Stock Units give rights will be adjusted for the purpose of safeguarding the interests of the holders of Restricted Stock Units, in the manner determined at the sole discretion of the Board of Directors, subject to any required action by the Shareholders’ Meeting of AB InBev. The terms of such adjustment will be communicated to the Participants in due time.

In the event that AB InBev would be merged into another company, the rights and obligations of AB InBev under the Plan will automatically be transferred to the absorbing company and the Restricted Stock Units will no longer give the Participants the right to ADSs but instead the right to shares of the absorbing company, subject to applicable law and to any applicable corporate approval. The number of shares of the absorbing company to which each Restricted Stock Units will give right will be determined at the sole discretion of the Board of Directors and/or the board of directors of the absorbing company and will be communicated to the Participants in due time.

 

 

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9	Electronic register, electronic evidence and electronic delivery

 

9.1	Electronic Share and RSU register

The ADSs and Restricted Stock Units will be recorded in a register, which may be in electronic form and the maintenance of which may be delegated by AB InBev to a third party.

 

9.2	Electronic evidence

Electronic approvals, instructions, orders, statements and communications between a Participant, AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration of the Plan will have the same legal status as written approvals, instructions, orders, statements and communications. The written recording or the written reproduction of electronic approvals, instructions, orders, statements and communications received by AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration of the Plan, will constitute conclusive evidence between the Participant, AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration of the Plan, unless evidence to the contrary is provided by the Participant.

 

9.3	Consent to electronic delivery

As a condition to receiving the Restricted Stock Units, each Participant consents to delivery of all subsequent information relating to the Restricted Stock Units by electronic means, including e-mails to the Participants and postings on AB InBev’s website or intranet. Such information may include, amongst others, financial information concerning AB InBev. In order to access such information, Participants will be required to access AB InBev’s e-mail system, website and/or intranet. By returning the Acceptance Form, Participants are deemed to acknowledge that they have such access to the e-mail system of AB InBev, to AB InBev’s website and intranet and ordinarily use them in the ordinary course of their employment. Participants may obtain paper copies of any such information by submitting a request to receive paper copies to their respective People Department.

 

10	Matrimonial regime

In the event that the matrimonial regimes of Participants confer ownership or other rights on their spouses with respect to the Restricted Stock Units, those Participants undertake that their spouses shall appoint them as their sole representatives for all matters arising in relation to the Restricted Stock Units.

 

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Death

In the event of a Participant’s death, any Successor acquiring the Restricted Stock Units shall inform AB InBev of the Participant’s death as soon as possible and at the latest one month from the date of death.

 

12	Modification of the terms and conditions

The Board of Directors may unilaterally modify at any time the practical and/or accessory modalities of the terms and conditions. It may also unilaterally modify the terms and conditions when such modifications are required to comply with any change in legislation.

 

 

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13	Nature of the Plan

Notwithstanding any provisions to the contrary included in the terms and conditions, the Offer Letter, the Acceptance Form or any other document relating to the Plan:

 

13.1	the grant of ADSs and/or Restricted Stock Units to the Participant in the framework of the Plan is unrelated to his/her occupational pension rights or pension claims, so that this grant cannot affect these occupational pension rights and claims;

 

13.2

the Plan, the terms and conditions, the Offer Letter, the Acceptance Form or any other document relating to the Plan do not confer upon the Participant any right to continued employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of AB InBev or its subsidiaries to terminate the Participant’s employment according to the applicable regulations in respect of termination thereof;

 

13.3	the grant of Restricted Stock Units cannot be considered as a right acquired for the future.

 

14	Privacy and processing of Personal Data

To enable the proper set-up and management of the Plan and the RSU register, Personal Data about each Participant will need to be collected and used. This Section 14 sets out the obligations of Anheuser-Busch InBev and the rights of Participants regarding any such collection and use, and provides the legally required information in this respect.

 

14.1	Identity of the person responsible for your Personal Data

Anheuser-Busch InBev is the so-called “Data Controller”, which is responsible for the collection and processing of Personal Data as is necessary for the setting-up and management of the Plan and the RSU register of Anheuser-Busch InBev in electronic form.

 

14.2	Why and how Personal Data is collected and used

The Personal Data will either be collected via the LTI Website or extracted from Anheuser-Busch InBev’s HR Information System (or any successor system thereof)¹. It will be used exclusively for the purposes of the administration of the Plan and the maintenance of the RSU register of Anheuser-Busch InBev in electronic form.

The Data Controller and any Data Processor will collect and process the Participants’ Personal Data in accordance with the Data Protection Law.

 

14.3	Nature of the Personal Data

The following Personal Data relating to the Participants will be collected and used:

 

(i)

their contact details (e.g. names*, private/professional* (email) addresses/phone numbers);

 

(i)

electronic identification data;

 

(ii)

personal characteristics (i.e. date of birth*);

 

(iii)

financial data (e.g. details regarding bank account);

 

(iv)

details of all rights and other entitlement to Restricted Stock Units awarded, cancelled, vested, unvested or outstanding.

 

                                                         

¹       In this case, the Personal Data which are not directly collected from you are identified with an asterisk (*) below.

 

 

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Generally, the processing of the above Personal Data is necessary for the setting-up and management of the Plan and Share register and the Participants are required to provide their Personal Data, except in limited instances when the Data Controller indicates that certain information is voluntary. If the Participant refuses to provide his/her Personal Data, the Data Controller may be unable to manage participation of the Participant in the Plan.

 

14.4	Other persons having access to the Personal Data and purpose thereof

The Data Controller can transfer the Personal Data to the following categories of recipients:

 

(i)

the provider of the LTI Website acting as Data Processor;

 

(ii)

the employer of the Participant for the above purposes;

 

(iii)

payroll operators acting as Data Processors;

 

(iv)

regulatory authorities for the purposes of complying with legal obligations in connection with the Plan; and

 

(v)

any member of the Anheuser-Busch InBev group.

Such recipients may be located in jurisdictions outside the European Economic Area (“EEA”) that may not provide an adequate level of personal data protection. In order to ensure an adequate level of protection for data transfers to such countries, the Data Controller provides appropriate safeguards by way of entering into Standard Contractual Clauses (2010/87/EU and/or 2004/915/EC) or other adequate means (such as binding corporate rules).

The Participant may request a copy of, or information about, the appropriate safeguards provided for the transfers, by contacting the Anheuser-Busch InBev Compliance Team through globalcompliance@ab-inbev.com.

 

14.5	Legal basis allowing Anheuser-Busch InBev to collect and use Personal Data

The processing and sharing of the Participant’s Personal Data for the purposes set out in Section 14.2 is justified on the following legal bases: (i) the processing is necessary for the performance of a contract to which the Participant is a party or in order to take steps at the request of the Participant prior to entering into such contract, (ii) the processing is necessary to comply with a legal obligation to which the Data Controller is subject, or (iii) the processing is necessary for the purposes of the legitimate interests pursued by the Data Controller or by a third party, which are not overridden by the interests or fundamental rights and freedoms of the Participant, it being noted that such legitimate interests include implementing and offering Anheuser-Busch InBev Plan and setting-up an Option and Share register.

 

14.6	Rights of the Participants

In the conditions set forth under applicable Data Protection Law, the Participant can exercise his/her right to request access to and rectification or erasure of his/her Personal Data or restriction of processing concerning the Participant or to object to processing as well as the right to data portability by sending a written request to globalcompliance@ab-inbev.com.

Finally, if Participants have questions or complaints about how Anheuser-Busch InBev processes their Personal Data, they may contact the Anheuser-Busch InBev Compliance Team through globalcompliance@ab-inbev.com. The Participants may also contact Anheuser-Busch InBev’s appointed data protection officer, First Privacy GmbH, at: e-mail: abi-team@firstprivacy.com ; phone: +49 421 69663282. They also have the right to make a complaint to the competent supervisory authority.

 

 

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14.7	Storage period of the Personal Data

In general, Personal Data will be stored for a period of five (5) years after the termination of the Plan.

 

15	Severability

If any provision in this document is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, that provision will be deemed not to form part of this document, and the legality, validity or enforceability of the remainder of this document will not be affected.

 

16	Applicable law

The Restricted Stock Units and these terms and conditions are governed by Belgian law.

 

 

11

Exhibit 4.5

ANHEUSER-BUSCH INBEV SA/NV

ZX VENTURES PERFORMANCE UNIT COMPENSATION PLAN

AND PARTICIPANTS’ GUIDE

 

1.

Purpose

The purpose of the Anheuser-Busch InBev SA/NV ZX Ventures Performance Unit Compensation Plan and Participants’ Guide (as amended from time to time, the “Plan”) is to promote the success and enhance the value of AB InBev’s ZX Ventures business (as defined below) by linking the interests of Eligible Employees (as defined below) with the performance of the relevant ZX Ventures business unit they are employed by at the time of the Award.

 

2.	Definitions of Certain Terms

(a)       “Award” means a Discretionary Award, Initial Award or such other award that the Committee designates as having been made pursuant to the Plan.

(b)       “AB InBev” means Anheuser-Busch InBev SA/NV or a successor entity contemplated by Section 7(h).

(c)       “Board” means the Board of Directors of AB InBev.

(d)       “Cap” has the meaning set forth in Section 5(d).

(e)       “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor thereto, and the applicable rulings and regulations thereunder.

(f)         “Code of Business Conduct” means the AB InBev Code of Business Conduct, as amended from time to time.

(g)       “Committee” has the meaning set forth in Section 3(a).

(h)       “Company” means AB InBev, any parent company and any Subsidiaries.

(i)         “Company Securities” means Ordinary Shares (or, as permitted by the Committee and elected by a Participant prior to the end of the Performance Period, Depositary Shares).

(j)       “Cumulated Age and Tenure” means the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the Company using full months of service and full months of age to calculate combined years.

(k)       “Depositary Shares” means American Depositary Shares of AB InBev, each representing one Ordinary Share and evidenced by an American Depositary Receipt.

(l)         “Discretionary Award” means an Award evidenced by a Discretionary Offer Letter.

(m)      “Discretionary Offer Letter” means an Offer Letter evidencing a Discretionary Award.

(n)        “Dismissal for Serious Cause” means termination of employment for serious cause (as determined by the Chief People Officer of AB InBev (or other designee of the Chief People Officer of AB InBev) or, if applicable, as defined in relevant local law) by AB InBev or its Subsidiaries.

(o)        “Divestiture” means a situation whereby the Participant’s employer is no longer a Subsidiary of AB InBev following a divestiture through the sale of shares in the said AB InBev Subsidiary or otherwise.

(p)        “Effective Date” has the meaning set forth in Section 8(a).

(q)        “Eligible Employee” means an employee of the Company designated as part of the ZX Ventures business and selected by the Committee for participation in the Plan.

(r)        “Exit” means that AB InBev has determined to discontinue its ZX Ventures business, as determined by the Committee. The Committee may, at its discretion, determine that a Divestiture qualifies as an Exit.

(s)        “Final Value” has the meaning set forth in Section 5(b).

(t)        “Global Ethics and Compliance Committee” means the global ethics and compliance committee of AB InBev.

(u)        “Grant Date” means the date an Award is granted as set forth in the applicable Offer Letter.

(v)        “Grant Value” has the meaning set forth in Section 5(b).

(w)        “Initial Award” means an Award evidenced by a Year One Performance Unit Offer Letter.

(x)        “Material Adverse Decision“ means any decision, judgment, settlement or other act adopted by an administrative authority, court or tribunal that has a direct or indirect significant negative financial, reputational or commercial impact on AB InBev, as determined by the Global Ethics and Compliance Committee.

(y)        “Material Breach” means any violation of the Code of Business Conduct of AB InBev that has a direct or indirect significant negative financial, reputational or commercial impact on the Company, as determined by the Global Ethics and Compliance Committee.

(z)        “Offer Letter” means the written document by which each Award is evidenced, and which may, but need not be (as determined by the Committee) executed or acknowledged by a Participant as a condition to receiving an Award or the benefits under an Award, and which sets forth the terms and provisions applicable to Awards granted under the Plan to such Participant. Any reference herein to an agreement in writing will be deemed to include an electronic writing to the extent permitted by applicable law.

(aa)      “Ordinary Shares” means the ordinary shares of AB InBev, no nominal value.

(bb)      “Outsourcing” means (i) a Participant is dismissed by AB InBev or a subsidiary of AB InBev in the framework of a collective dismissal (in the meaning of the Belgian Law of 13 February 1998 or its equivalent in the jurisdiction of the Participant) and is re-employed, together with the other persons who have been likewise dismissed, by a third-party company which is not an affiliate of AB InBev and which provides services to AB InBev, if applicable; (ii) a Participant is transferred by AB InBev or a subsidiary of AB InBev in the framework of the Belgian Collective Bargaining Agreement No 32bis of 7 June 1985 (or its equivalent in the jurisdiction of the Participant) to a third-party company which is not an affiliate of AB InBev and which provides services to AB InBev, if applicable; or (iii) as otherwise defined by applicable local law or as otherwise determined by the Committee.

 

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(cc)      “Participant” means an Eligible Employee participating in the Plan for a Performance Period as provided in Section 4(b).

(dd)      “Performance Criteria” means the performance metric or metrics measured over the Performance Period to calculate the notional value of a Performance Unit, as specified in the applicable Offer Letter.

(ee)      “Performance Period” means any period set by the Committee during which the Performance Criteria are to be evaluated, as specified in the applicable Offer Letter.

(ff)      “Performance Unit” means an instrument granted to an Eligible Employee under Section 5(a) of this Plan, representing a notional dollar interest, as determined by the Committee, to be paid and distributed pursuant to the terms of the Plan and the applicable Offer Letter. Performance Units include, but are not limited to, Discretionary Awards and Initial Awards.

 

		(gg)		“Pro-Rata Formula” means PRR =		HR × M 60		where:

 

PRR

means the number of Performance Units that will remain in full force and effect following the termination of employment;

 

HR

means the number of Performance Units held by the Participant immediately prior to the termination of employment; and

 

M

means the number of full calendar months of employment of the Participant within the Company during the period from the Grant Date until the date of termination of employment.

(hh)      “Resignation” means the termination by a Participant of employment with AB InBev or its Subsidiaries.

(ii)        “SBC” means the successive share-based compensation plans of AB InBev.

(jj)        “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that section, and any regulations and other administrative guidance thereunder, in each case as they may be from time to time amended or interpreted through further administrative guidance.

(kk)      “Subsidiary” means (a) a corporation or other entity with respect to which AB InBev, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such corporation’s board of directors or analogous governing body or (b) any other corporation or other entity in which AB InBev, directly or indirectly, has an equity or similar interest and which the Committee designates as a Subsidiary for purposes of the Plan.

(ll)        “Successor” means the successor of a Participant as determined under the applicable law of succession and/or the persons designated by a Participant, in accordance with the applicable law of succession, to inherit the rights of the Participant under the Plan after the death of the Participant.

 

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(mm)      “Value” has the meaning set forth in Section 5(b).

(nn)        “Vesting Date” shall have the meaning as set forth in the applicable Offer Letter.

(oo)        “ZX Ventures business” means AB InBev’s ZX Ventures business.

 

3.	Administration of the Plan

(a)        Committee. The Remuneration Committee of the Board (as constituted from time to time, and including any successor committee, the “Committee”) will administer the Plan.

(b)        Administration. The Committee will have all the powers vested in it by the terms of this Plan, such powers to include the authority (within the limitations described herein) to select the Eligible Employees to be granted Awards under the Plan, to determine the time when Awards will be granted, to determine whether objectives and conditions for earning Awards have been met, to determine whether Awards will be paid at the end of the Performance Period or deferred (consistent with applicable law) and to determine whether an Award or payment of an Award should be increased, reduced or eliminated. The Committee will have full power and authority to administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Committee deems necessary or advisable. The Committee’s interpretations of the Plan, and all actions taken and determinations made by the Committee pursuant to the powers hereunder, will be final, binding and conclusive for all purposes and on all parties, including the Company, AB InBev’s shareholders, its employees and any person receiving an Award under the Plan, as well as their respective successors in interest. No member of the Committee will be liable for any action taken or determination made in good faith with respect to the Plan or any Award.

(c)        Guidelines. The Committee may adopt from time to time written policies or rules as it deems necessary or desirable for the Committee’s implementation and administration of the Plan.

(d)        Delegation of Administrative Authority. The Committee may delegate its responsibilities for administering the Plan (including, without limitation, the determinations provided for by Section 5(b)) among its members (including to a subcommittee as contemplated in Section 3(a)) and to employees of the Company as it deems necessary or appropriate for the proper administration of the Plan.

 

4.	Ordinary Shares Available for Awards; Adjustments; Eligibility and Participation

(a)        Ordinary Shares Available for Issuance Under the Plan. Subject to the other provisions of this Section 4, the total number of Ordinary Shares that may be delivered under the Plan is 5,000,000. Such Ordinary Shares may, in the discretion of the Committee, be either authorized but unissued Ordinary Shares or Ordinary Shares previously issued and reacquired by the Company.

(b)        Adjustments. (i) AB InBev expressly reserves the right to proceed with corporate changes that have an impact on its capital, such as capital increases, including by incorporation of reserves in the capital, capital decreases, issuance of convertible bonds, subscription rights or options, stock splits or reverse stock splits, combinations or reclassifications of the Ordinary Shares, mergers, (partial) demergers, as well as the right to amend the clauses in the articles of association governing the allocation of profits or liquidation boni.

 

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(ii) In the event that such corporate changes would have an unfavourable effect on the Awards, the number of Performance Units, the amount of the Cap, the amount of the Final Value and/or the number of Company Securities payable in respect of an Award will be adjusted for the purpose of safeguarding the interests of the Participants. Such adjustments will be determined and made in the sole discretion of the Board, subject to any required action by the Shareholders’ Meeting of AB InBev. The terms of such adjustment will be communicated to the Participants in due time.

(iii) In the event that AB InBev would be merged into another company, the rights and obligations of AB InBev under the Plan will automatically be transferred to the absorbing company and the Awards will no longer be payable in Company Securities but instead in shares of the absorbing company, subject to applicable law and to any applicable corporate approval. The number of shares of the absorbing company payable in respect of each Award will be determined at the sole discretion of the Board and/or the board of directors of the absorbing company and will be communicated to the Participants in due time.

(c)        Eligibility. All Eligible Employees are eligible to participate in the Plan for any Performance Period.

(d)        Participation. For each Performance Period, the Committee, in its discretion, will select the Eligible Employees who will participate in the Plan for such Performance Period.

 

5.	Awards and Performance Units

(a)        Grant of Performance Units. The Committee may grant Performance Units to any Eligible Employee. Such grant will be subject to the restrictions and conditions specified herein and in the applicable Offer Letter.

(b)        Value of Performance Units. Each Performance Unit will, from time to time during the Performance Period, have a notional value equal to a dollar amount determined based on the achievement of the Performance Criteria, as determined by the Committee in its discretion (“Value”). The Committee will determine, in its discretion, the initial Value of a Performance Unit as of the date of grant of such Performance Unit to a Participant (the “Grant Value”). At the end of the applicable Performance Period, the Committee will recalculate the Value of each Performance Unit, using the Performance Criteria in the manner specified by the applicable Offer Letter (the “Final Value”). During the Performance Period, the Committee may, from time to time, but at least once each calendar year (x) calculate the Value of a Performance Unit (the “Interim Value”), and (y) provide Participants with information on the Interim Values of their Performance Units.

(c)        Timing of Payment. Except as otherwise provided herein or in an applicable Offer Letter, Awards will generally be payable by the Company to Participants shortly following the conclusion of the applicable Performance Period, provided that the applicable Participant remains employed with the ZXV business through the Vesting Date. Notwithstanding the prior sentence, the Committee, in its discretion, may defer the payout or vesting of any Award and/or provide to Participants the opportunity to elect to defer the payment of any Award, subject to Section 7(j).

(d)        Amount of Payment. Awards will be payable in an amount equal to the aggregate Final Value of the Participants’ Performance Units, subject to any maximum number of Company Securities (to the extent an Award is payable in Company Securities) or to any maximum value (to the extent an Award is payable in cash), in each case, as set forth in the applicable Offer Letter (the “Cap”) and; provided that the Committee may, in its discretion, adjust any Award to reflect individual or business performance and/or unanticipated or subjective factors.

 

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(e)        Form of Payment. Awards shall be payable in Company Securities, unless the Committee determines in its discretion to provide for payment in cash or a combination of cash and Company Securities. Awards payable in cash may be paid under the Plan or under any other compensation plan maintained by the Company and Awards payable in Company Securities may be settled under the Plan or any other equity-based award plan maintained by the Company, in each case, as determined by the Committee.

(f)        Certain Participants not Eligible. To be eligible for payment of any Award, the Participant must be employed by the Company on the Vesting Date, unless otherwise provided in the applicable Offer Letter or otherwise determined by the Committee in its discretion.

 

6.	Treatment of Performance Units on Termination of Employment or Exit

(a)        Termination of employment before Cumulated Age and Tenure of 70

 

(i)

Dismissal other than for Serious Cause. In the event of termination of employment other than a termination resulting from a Resignation or a Dismissal for Serious Cause of a Participant before the Vesting Date:

(A)        if employment ends before the end of the second year following the Grant Date, all Performance Units held by the Participant will automatically expire and become null and void;

(B)        if employment ends on or after the end of the second year following the Grant Date, a portion of the Performance Units will remain in full force and effect and subject to all performance vesting terms and conditions, including determination of Final Value at the end of the Performance Period, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The terms and conditions of the non-competition agreement will be agreed in connection with termination of the Participant’s employment.

The portion of Performance Units that will remain in full force and effect as indicated above will be calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Performance Units will automatically expire and become null and void. In addition, the Cap and the aggregate Final Value will be prorated accordingly.

(C)        The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against the termination of employment.

 

(ii)

Resignation and Dismissal for Serious Cause. In the event of Resignation or Dismissal for Serious Cause of a Participant before the Vesting Date, all Performance Units held by the Participant on the date of termination of employment, will automatically expire and become null and void. The foregoing applies notwithstanding any recourse which might be introduced by a dismissed Participant against such Dismissal.

 

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(b)        Termination of employment at or after Cumulated Age and Tenure of 70

 

(i)

Resignation and Dismissal other than for Serious Cause. In the event of termination of employment other than a termination of employment resulting from a Dismissal for Serious Cause of a Participant before the Vesting Date:

(A)        if employment ends before the end of the second year following the Grant Date and if the Participant has participated in the SBC in each of the last five years (or as many years in that period in which the Participant has been an employee of the Company), a portion of the Performance Units will remain in full force and effect and subject to all performance vesting terms and conditions, including determination of Final Value at the end of the Performance Period, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The terms and conditions of the non-competition agreement will be agreed in connection with termination of the Participant’s employment. In all other cases, all Performance Units held by the Participant will automatically expire and become null and void.

The portion of Performance Units that will remain in full force and effect as indicated above will be calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Performance Units will automatically expire and become null and void. In addition, the Cap and the aggregate Final Value will be prorated accordingly.

(B)        if employment ends on or after the end of the second year following the Grant Date, a portion of the Performance Units will remain in full force and effect and subject to all performance vesting terms and conditions, including determination of Final Value at the end of the Performance Period, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The terms and conditions of the non-competition agreement will be agreed in connection with termination of the Participant’s employment.

The portion of Performance Units that will remain in full force and effect as indicated above will be calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Performance Units will automatically expire and become null and void. In addition, the Cap and the aggregate Final Value will be prorated accordingly.

(D)        The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against the termination of employment.

(ii)         Dismissal for Serious Cause. In the event of Dismissal for Serious Cause of a Participant before the Vesting Date, all Performance Units held by the Participant on the date of termination of employment, will automatically expire and become null and void. The foregoing applies notwithstanding any recourse which might be introduced by a dismissed Participant against such Dismissal.

(c)        Termination of employment at or after Cumulated Age and Tenure of 80

(i)        Resignation and Dismissal other than for Serious Cause. In the event of termination of employment other than a termination of employment resulting from a Dismissal for Serious Cause of a Participant before the Vesting Date, the Performance Units will remain in full force and effect and subject to all performance vesting terms and conditions, including determination of Final Value at the end of the Performance Period.

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

(ii)        Dismissal for Serious Cause. In the event of Dismissal for Serious Cause of a Participant before the Vesting Date, all Performance Units held by the Participant on the date of the end of employment, will automatically expire and become null and void.

 

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

(d)        Death or termination of employment following Permanent Disability

 

(i)

In the event of the death of a Participant or termination of employment following Permanent Disability of a Participant before the Vesting Date, all Performance Units will remain in full force and effect and subject to all performance vesting terms and conditions, including determination of Final Value at the end of the Performance Period, provided that, in the case of Permanent Disability and if so requested by AB InBev, the Participant enters into a non-competition agreement. The terms and conditions of the non-competition agreement will be agreed in connection with termination of the Participant’s employment. The cash or Company Securities to be delivered upon vesting of these Performance Units will be delivered to the Participant in the event of Permanent Disability or the Participant’s Successors (if applicable) at the same time that cash or Company Securities are paid to other Participants in the Plan.

 

(ii)

Except as provided below, “Permanent Disability” shall be defined by reference to the law governing the employment in the relevant jurisdiction of the Participant as determined by the Committee.

 

(iii)

For Participants subject to taxation in the United States, “Permanent Disability” shall mean at least one of the following: (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s AB InBev employer; or (iii) the Participant is determined to be totally disabled by the Social Security Administration.

 

(e)

Occurrence of an Exit, Outsourcing or Divestiture

In the event an Exit, Outsourcing or Divestiture occurs, except as otherwise set forth in an applicable Offer Letter, the Performance Period shall end at the time of such Exit, Outsourcing or Divestiture and the Committee shall determine Final Value based on performance through such date in its discretion and each such Award shall be payable in Company Securities, unless determined otherwise by the Committee in its sole discretion.

 

7.	Miscellaneous Provisions

(a)        Effect on Benefit Plans. Awards under the Plan will not be considered eligible pay under other plans, benefit arrangements or fringe benefit arrangements of the Company unless otherwise provided under the terms of such other plans.

 

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(b)        Restriction on Transfer. No Award (or any rights and obligations thereunder) granted under the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Committee may permit, under such terms and conditions that it deems appropriate in its discretion, a Participant to transfer any Award to any person or entity that the Committee so determines. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 7(b) will be null and void and any Award which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and the Award will be binding upon any permitted successors and assigns.

(c)        Tax Withholding. Participants will be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that they incur in connection with the receipt, vesting or payment of any Award. As a condition to the delivery of any payment under this Plan or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to any federal, state, local or other tax withholding obligation on the part of the Company relating to an Award, (i) the Company may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to a Participant whether or not pursuant to the Plan, (ii) the Committee will be entitled to require that the Participant remit cash to the Company (through payroll deduction or otherwise) or (iii) the Company may enter into any other suitable arrangements to withhold, in each case, in an amount not to exceed in the opinion of the Company the minimum amounts of such taxes required by law to be withheld.

(d)        No Rights to Awards or Continued Employment. No Company employee or other person will have any claim or right to be granted an Award under the Plan. Neither the adoption of the Plan nor the grant of any Award will confer upon any employee any right to continued employment with the Company, nor will it interfere in any way with the right of the Company to terminate, or alter the terms and conditions of, the employment at any time. The Committee’s determinations under the Plan and Awards need not be uniform and any such determinations may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated).

(e)        No Funding of Plan. The Plan will be unfunded, and the Awards will be paid solely from the general assets of the Company. The Company will not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Award under the Plan. To the extent that any person acquires a right to receive payments under the Plan, the right is no greater than the right of any other unsecured general creditor.

(f)        Right of Offset. The Company will have the right to offset against any payments under the Plan any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing, or other employee programs) that the Participant then owes to the Company and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if an Award provides for the deferral of compensation within the meaning of Section 409A, the Committee will have no such right if such offset could subject the Participant to the additional tax imposed under Section 409A in respect of an outstanding Award.

(g)        Other Payments or Awards. Nothing contained in the Plan will be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other plan, program, arrangement or understanding, whether now existing or hereafter in effect.

 

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(h)      Successors. All obligations of AB InBev under the Plan will be binding on any successor to AB InBev whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business or assets of AB InBev.

(i)        Subject to Applicable Law. Notwithstanding anything to the contrary, the Company will not be required to make any payment or grant any Award under the Plan or any Offer Letter that would otherwise be a prohibited under any applicable law, rule or regulation.

(j)        Section 409A. All Awards made under the Plan that are intended to be “deferred compensation” subject to Section 409A will be interpreted, administered and construed to comply with Section 409A, and all Awards made under the Plan that are intended to be exempt from Section 409A will be interpreted, administered and construed to comply with and preserve such exemption.

Without limiting the generality of the foregoing, with respect to any Award made under the Plan that is intended to be “deferred compensation” subject to Section 409A: (i) any payment due upon a Participant’s termination of employment will be paid only upon such Participant’s separation from service from the Company within the meaning of Section 409A; (ii) any payment to be made with respect to such Award in connection with the Participant’s separation from service from the Company within the meaning of Section 409A (and any other payment that would be subject to the limitations in Section 409A(a)(2)(B) of the Code) will be delayed until six months after the Participant’s separation from service (or earlier death) in accordance with the requirements of Section 409A; (iii) if the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment; and (iv) for purposes of determining whether the Participant has experienced a separation from service from the Company within the meaning of Section 409A, “subsidiary” will mean a corporation or other entity in a chain of corporations or other entities in which each corporation or other entity, starting with AB InBev, has a controlling interest in another corporation or other entity in the chain, ending with such corporation or other entity. For purposes of the preceding sentence, the term “controlling interest” has the same meaning as provided in Section 1.414(c)- 2(b)(2)(i) of the Treasury Regulations, provided that the language “at least 20 percent” is used instead of “at least 80 percent” each place it appears in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations.

(k)        Clawback/Recapture Policy. Awards under the Plan will be subject to any clawback or recapture policy that the Company may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that the Awards be repaid to the Company after they have been distributed to the Participant.

(l)        Malus adjustment. When conduct that occurred in the period during which the Participant is or was responsible for such conduct contributes to a Material Adverse Decision or a Material Breach of our Code of Business Conduct before the Vesting Date, the Performance Stock Units held by such Participant under this Plan will automatically expire and become null and void.

(m)      Severability; Entire Agreement. If any of the provisions of the Plan or any Offer Letter is held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any Offer Letters contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.

 

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(n)        Governing Law. The Plan and all Awards made and actions taken thereunder will be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws.

(o)        Intra-Company and Intra-ZX Ventures Transfers. In the event an employee of the Company commences employment with the ZX Ventures business, such employee shall be eligible to participate in the Plan upon such transfer. In the event a Participant’s employment is transferred from the ZX Ventures business to another business unit within the Company, any unvested Performance Units granted hereunder will remain in full force and effect and subject to all performance vesting terms and conditions, including determination of Final Value at the end of the Performance Period; provided, however, that the Participant’s continued employment with such other business unit shall be deemed to be continued employment with the ZX Ventures business for purposes of vesting of such Performance Units. In the event a Participant transfers employment within different areas of the ZX Ventures business, any unvested Performance Units granted hereunder will remain in full force and effect and subject to all performance vesting terms and conditions as in effect as of the date of grant, including determination of Final Value at the end of the Performance Period. The Committee shall make all determinations under this Section 7(n) in its discretion.

 

8.	Effective Date, Amendments and Termination

(a)        Effective Date. The Plan was adopted by the Board on December 13, 2015 and became effective as of such date (the “Effective Date”).

(b)        Amendments. The Committee may at any time terminate or from time to time amend the Plan in whole or in part, but no such action will materially adversely affect any rights or obligations with respect to any outstanding Awards under the Plan.

(c)        Termination. The Plan will continue in effect until terminated by the Committee.

 

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