RESTRICTED STOCK AGREEMENT
Exhibit 10.13
Pursuant
to
LONG-TERM
STOCK INCENTIVE PLAN
Name of
Participant: _________________________
Date of
Grant:
Number of
Shares: _____
Value of
Each Share on Date of Grant: $_____
This
RESTRICTED
STOCK AGREEMENT (the
"Agreement"), dated as of __________________, is made between Constellation
Brands, Inc. (the
"Company") and ________________________ (the
"Participant") to record the granting of Restricted Stock on ________________
(the "Date of Grant") to the Participant pursuant to the Company's Long-Term
Stock Incentive Plan, as amended from time to time (the "Plan").
The
Company and the Participant hereby agree as follows:
1. Grant
of Shares. The
Company hereby grants to the Participant, as of the Date of Grant, subject to
and in accordance with the terms and conditions of the Plan and this Agreement,
_____________ shares of the Company's Class A Common Stock, par value $.01 per
share (the "Class A Stock"). (The grant of shares of Class A Stock to the
Participant, evidenced by this Agreement, is an award of Restricted Stock (as
defined in the Plan) and such shares of Restricted Stock are referred to herein
as the "Shares".)
2. Vesting
of Shares.
(a) Service.
Ownership of 100% of the Shares shall vest on
_________________,
provided that the
Participant continues as a member of the Company’s Board of Directors until such
date.
(b) Death
or Disability.
If the
Participant ceases being a member of the Company’s Board of Directors as a
result of the Participant’s death or disability, the Shares shall immediately
vest. For this purpose, “disability” means a long-lasting physical or mental
impairment that prevents the Participant from performing his/her duties as a
member of the Company’s Board of Directors, as solely determined by the Board of
Directors.
(c) Termination. If
the Board of Directors decides not to nominate the Participant for an additional
term as a member of the Company’s Board of Directors, unless such decision is
for Cause, the Shares shall vest on the date of the Company’s next Annual
Meeting of Stockholders, at which directors are elected.
1
(d) Change
in Control.
The
Shares are subject to the provisions of the Plan pertaining to a Change in
Control of the Company.
3. Forfeiture.
Shares that do not become vested in accordance with the vesting criteria set
forth in Section 2 above (and any dividends or other distributions related to
such Shares) shall be forfeited to the Company.
4. Legend.
Each share certificate representing the Shares shall bear a legend indicating
that such Shares are "Restricted Stock" and are subject to the provisions of
this Agreement and the Plan.
5. Transferability;
Restricted Share Certificates to be Held by the Company.
The Shares shall become transferable only when they become vested in accordance
with Section 2 of this Agreement. Share certificates representing all unvested
Shares shall be held by the Company until such Shares have become vested. As the
Shares vest, and as all other restrictions and conditions set forth in this
Agreement and under the Plan (as they apply to Restricted Stock) are satisfied,
certificates representing the Shares (along with any dividends and other
distributions relating to those Shares) shall be released to the Participant. At
that time, the Company shall take such steps as may be appropriate to delete the
legend on the certificate which identifies the Shares as Restricted
Stock.
6. Section
83(b) Election.
The Participant may elect, within 30 days of the Date of Grant pursuant to
Section 83(b) of the Internal Revenue Code, to include in his or her gross
income the fair market value of the Shares covered by this Agreement in the
taxable year of grant. If the Participant makes this election, he shall promptly
notify the Company by submitting to the Company a copy of the statement filed
with the Internal Revenue Service in which the Participant makes such
election.
7. General
Restrictions on Issuance of Stock Certificates.
The Company shall not be required to deliver any certificate representing the
Shares until it has been furnished with such opinions, representations or other
documents as it may deem necessary or desirable, in its discretion, to insure
compliance with any law or Rules of the Securities and Exchange Commission or
any other governmental authority having jurisdiction under the Plan or over the
Company, the Participant, or the Shares or any interests granted thereunder.
This award of Restricted Stock is also subject to the condition that, if at any
time the Committee administering the Plan shall determine, in its discretion,
that the listing, registration or qualification of the Shares (or any capital
stock distributed thereon) upon the New York Stock Exchange, any other
securities exchange, the NASDAQ Stock Market or under any state or Federal law
or other applicable Rule, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of this award of Restricted Stock or the issue of the Shares
(or the issue of any dividends or other distributions related to the Shares),
the Shares (and any dividends or other distributions related thereto) may not be
transferred unless such listing, registration, qualification, consent or
approval shall have been effected or obtained to the complete satisfaction of
the Committee and free of any conditions not acceptable to the
Committee.
2
8. Rights
as Shareholder.
Except for the dividend and distribution restrictions described below, and the
transfer and other restrictions set forth elsewhere in this Agreement and in the
Plan, the Participant, as record holder of the Shares, shall possess all the
rights of a holder of the Company's Class A Stock, including voting, dividend
and other distribution rights, provided, however, that prior to vesting, the
certificates representing the Shares, as well as any dividends or other
distributions with respect to such Shares, shall be held by the Company for the
benefit of the Participant. Any distributions with respect to the Shares in the
form of capital stock shall be treated as Restricted Stock in the same manner as
the Shares. If the underlying Shares do not vest, then any capital stock
distributed with respect to the Shares, as well as any other dividends or other
distributions with respect to such Shares, shall be forfeited to the Company.
The Participant agrees to deliver to the Company a stock power executed in blank
covering the Shares (and covering any capital stock distributed with respect to
such Shares) which shall be returned to Participant with the appropriate stock
certificate when the Shares represented thereby vest. The stock power with
respect to any certificate representing Shares which do not vest shall be
completed in the name of the Company by an officer of the Company and returned
to the treasury.
9. Adjustment
of Shares. As
provided by the Plan, in the event of any change in the Class A Stock of the
Company by reason of any stock dividend, stock split, recapitalization,
reorganization, merger, consolidation, split-up, combination, or exchange of
shares, or rights offering to purchase Class A Stock at a price substantially
below fair market value, or of any similar change affecting the Class A Stock,
the Shares shall be adjusted automatically consistent with such change to
prevent substantial dilution or enlargement of the rights granted to, or
available for, the Participant hereunder.
10. Coordination
With Plan.
The Participant acknowledges that (he or
she) has
previously received a copy of the Plan and agrees to be bound by all of the
terms and provisions thereof, including any which may conflict with those
contained in this Agreement. Capitalized terms used in this Agreement and not
otherwise defined shall have the meaning given to such terms under the
Plan.
11. Notices.
All notices to the Company shall be in writing and sent to the Company's General
Counsel at the Company's offices located at 000 Xxxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxx, Xxx Xxxx, 00000. Notices to the Participant shall be addressed to the
Participant at _____________________________.
3
IN
WITNESS WHEREOF, the
Company and the Participant have caused this Restricted Stock Agreement to be
executed on the date set forth opposite their respective signatures, it being
further understood that the Date of Grant may differ from the date of
signature.
Dated:
_______________________ CONSTELLATION
BRANDS, INC.
By:
___________________________
Its:
____________________________
Dated:
_______________________ PARTICIPANT
_______________________________
[Name of
Participant]
4
