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(a)
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increased
or
decreased to eliminate the effect of any normalization adjustment
made in
calculating consolidated earnings before income taxes as disclosed
in the
Company’s quarterly earnings releases in accordance with S.E.C. Regulation
6 on non-GAAP financial information, and/or any accounting principle
change required or allowed by GAAP that is not retroactively applied
to
prior years. (If the accounting change is retroactively applied to
the
prior year, there is no adjustment for the accounting change.);
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(b)
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increased
by
the amount of bonus expense, whether or not under the Program, which
is
reflected in the Company’s
consolidated earnings before income taxes;
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(c)
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increased
for
the impact on pretax income of interest expense attributable to the
Company’s ownership in Grupo Modelo, S.A. de C.V. and Tsingtao
Brewery Company, Ltd.; and
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(d)
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increased
for
the impact on pretax income of interest expense attributable to the
Company’s equity ownership in any additional company acquired in 2006 and
accounted for under the equity method of accounting under
GAAP.
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(a)
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such
Designated Covered Employee may receive a Bonus notwithstanding failure
to
satisfy the Performance Goal, and
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(b)
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Committee
Discretion may be exercised to increase the amount of such Designated
Covered Employee’s
Bonus
above the amount which would be paid pursuant to the Bonus
Formula.
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(a)
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if
the Change
in Control takes place after 2006, all Bonuses for 2006 shall be
immediately payable in cash,
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(b)
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if
the Change
in Control takes place during 2006, (i) the Performance Goal shall
be
deemed to have been met if Pretax Income through the end of the month
preceding the month in which the Change in Control occurs (“Prechange
Pretax Income”) equals or exceeds eighty-five percent of Pretax Income for
the comparable period in 2005, (ii) the Change in Control Bonus Formula
(as defined below) shall be applied to Prechange Pretax Income, (iii)
all
Bonuses so calculated shall be immediately payable in cash, and (iv)
unless expressly terminated, this Program shall continue in effect
throughout the remainder of 2006 with the amount of any Bonuses payable
at
the end of 2006 reduced by the amount of any Bonuses paid upon the
Change
in Control,
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(c)
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the
Committee
shall not have the ability to exercise Committee Discretion to reduce
the
amount payable to any Participant below the formula amount, and
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(d)
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the
provisions of this Section 11 may not be amended in any manner without
the
written consent of all Participants.
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(a)
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any
reorganization, merger, consolidation or other corporate change having
a
similar effect, to the extent it is tax-free for federal income tax
purposes,
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(b)
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any
spin-off
or other corporate change having a similar
effect,
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(c)
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any
contribution of operating assets previously accounted for by the
consolidation method of accounting to an entity that is accounted
for by
the equity or cost methods of accounting, or
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(d)
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any
distribution to stockholders generally other than a normal
dividend
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(x)
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for
purposes
of determining whether the Performance Goal has been met, 2005 Pretax
Income shall be deemed to equal (i) actual Pretax Income for 2005
times a
ratio the numerator of which is the number of days in the Performance
Period prior to the Corporate Change and the denominator of which
is 365,
plus (ii) restated or pro-forma Pretax Income for 2005 times a ratio
the
numerator of which is the number of days in the Performance Period
beginning with the date of the Corporate Change and the denominator
of
which is 365;
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(y)
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the
size of
the Bonus Pool shall be equal to (i) actual Pretax Income for the
portion
of the Performance Period ending the day before the Corporate Change
occurs times the Bonus Pool percentage set forth in Section 4 (.638%),
plus (ii) actual Pretax Income for the portion of the Performance
Period
beginning the day of the Corporate Change times that percentage which
if
multiplied by restated or pro-forma Pretax Income for 2005 would
equal
.638% of actual Pretax Income for
2005.
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