RESTRICTED STOCK AWARD Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN
Exhibit
99.1
Pursuant
to the
LONG-TERM
STOCK INCENTIVE PLAN
Name
of Participant:
Date
of Grant:
Number
of Shares:
Value
of Each Share on Date of Grant:
Initial
Vesting Date:
This RESTRICTED STOCK AWARD (this
“Agreement”) confirms the grant by Constellation Brands, Inc. (the “Company”) of
shares of restricted stock 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
grants to the Participant named above (the “Participant”), subject to and in
accordance with the terms and conditions of the Plan and this Agreement, the
number of shares of the Company’s Class A Common Stock, par value $.01 per share
(“Class A Stock”), set forth above. The grant of shares of Class A
Stock to the Participant evidenced by this Agreement is an award of Restricted
Stock and such shares of Restricted Stock are referred to herein as the
“Shares”. The Shares are granted as of the Date of Grant specified
above (the “Date of Grant”). Capitalized terms that are used in this
Agreement but are not defined in this Agreement will have the meanings given to
such terms in the Plan.
2. Vesting of
Shares.
(a) Service. The
Shares shall vest in accordance with the following vesting
schedule: 25% of the Shares shall vest on the Initial Vesting Date
specified above (the “Initial Vesting Date”); an additional 25% of the Shares
shall vest on the first anniversary of the Initial Vesting Date; an additional
25% of the Shares shall vest on the second anniversary of the Initial Vesting
Date; and the remaining balance of the Shares shall vest on the third
anniversary of the Initial Vesting Date (the “Final Vesting Date”); provided, in each
case, that the Participant remains in continuous employment with the Company or
its Subsidiaries until such date.
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(b) Death or
Disability. If the Participant ceases to be employed by the
Company or its Subsidiaries prior to the Final Vesting Date as a result of the
Participant’s death or Disability, any Shares that have not vested prior to the
date of the Participant’s death or Disability shall immediately
vest.
(c) Change in
Control. The Shares are subject to the provisions of the Plan
pertaining to a Change in Control of the Company.
3. Forfeiture. Notwithstanding
any default provision in the Plan to the contrary, if the Participant ceases to
be employed by the Company or its Subsidiaries for any reason (including, but
without limitation, Retirement) before the occurrence of a vesting event set
forth in Section 2 above, any unvested Shares (and any dividends or other
distributions related to such Shares) shall be forfeited to the
Company.
4. Release
of Shares. The Shares (and
any dividends or other distributions relating to the Shares) shall be held by
the Company in a nominee account with the Company’s transfer agent (or such
other account as the Company shall determine) for the benefit of the Participant
until (a) the Shares become vested in accordance with Section 2 above, and (b)
the Participant has satisfied his or her obligation to remit withholding taxes
under Section 7 with respect to the Shares that have become vested in accordance
with Section 2 above (any Shares with respect to which both of these
requirements are satisfied are referred to as “Released Shares”, and the date on
which both of these requirements are satisfied with respect to Released Shares
is referred to as the “Release Date” with respect to such Released
Shares). Promptly following the Release Date, but subject to the
provisions of Section 8 below, the Company will (i) cause the Released Shares to
be electronically transferred to an account in the Participant’s name at the
provider administering the Plan as it relates to Restricted Stock (the
“Administrator”) or to a book-entry account in the Participant’s name with the
Company’s transfer agent for the Class A Stock, and (ii) cause any dividends or
other distributions relating to the Released Shares to be paid to the
Participant or deposited to an account in the Participant’s name with the
Administrator. The Company reserves the right to transfer (or cause
its transfer agent to transfer) to its treasury any Shares that are forfeited
pursuant to this Agreement or the Plan and to recover and receive any dividends
or other distributions relating to such forfeited Shares, in each case free of
any claim or right of the Participant.
5. Transferability. The Participant
shall have no right to sell, assign, transfer, pledge or otherwise encumber the
Shares in any manner until the Shares have become Released Shares. In
the event that the Company permits the Participant to arrange for sales of
Shares through the Administrator prior to the Release Date of the Shares (for
the purpose of satisfying any payment requirement under Section 7 or otherwise),
the Participant acknowledges and agrees that the Company may block any such sale
and/or cancel any order to sell placed by the Participant, in each case if the
Participant is not then permitted under the Company’s xxxxxxx xxxxxxx policy to
engage in transactions with respect to securities of the Company. If
the Committee determines that the ability of the Participant to sell or transfer
Released Shares is restricted, then the Company may place a restrictive legend
or stop transfer notation on any certificate that may be issued to represent
such Released Shares or on its books with respect to such Released
Shares. If a legend or stop transfer notation is placed on any
certificate or the
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Company’s
books with respect to the Participant’s Released Shares, the Participant may
only sell such Released Shares in compliance with such legend or
notation.
6. Section
83(b) Election. The Participant
may elect, within 30 days of the Date of Grant and 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 or she shall
promptly notify the Company by submitting to the Company a copy of the statement
the Participant filed with the Internal Revenue Service to effect such
election.
7. Withholding
Taxes. The Participant shall remit to the Company the amount
needed to satisfy any federal, state or local income taxes, social security
taxes, or other employment withholding taxes that may arise or be applicable as
the result of a Section 83(b) election, the vesting of the Shares or
otherwise. In the event the Participant fails to remit such cash
payment to the Company, the Company may deduct any required withholdings from
other cash compensation payable to the Participant or any cash dividends
otherwise payable to the Participant pursuant to clause (ii) of Section 4 above
or take such other actions it deems appropriate. Without limiting the
generality of the foregoing, if the Participant has not made any payment
required under this Section 7 within five (5) calendar days after notice by the
Company of the amount due, the Company shall have the right to cancel the Award
evidenced by this Agreement as it relates to all or any portion of the Shares
that have not become Released Shares (whether or not such Shares have become
vested in accordance with Section 2 above) by giving written notice of such
cancellation to the Participant at any time after the end of such five
(5)-calendar-day period but prior to the payment of the amount
due. In the event that the Award evidenced by this Agreement is
cancelled with respect to any Shares pursuant to the preceding sentence, such
Shares (and any dividends or other distributions related to such Shares) shall
be forfeited to the Company. Notwithstanding anything to the contrary
in the Plan, the Participant shall not be entitled to satisfy any withholding
obligations that arise as a result of this Agreement by having any Shares
withheld by the Company or by delivering to the Company any shares of capital
stock of the Company.
8. General
Restrictions on Transfer or Delivery of Shares. The Company shall
not be required to transfer or deliver any Released Shares or dividends or
distributions relating to such Released 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 therein. The Award of Restricted Stock evidenced by
this Agreement 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 with respect thereto) upon the New York Stock Exchange (or any other
securities exchange or trading 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 the Award of Restricted Stock evidenced by this Agreement or the
issuance, transfer or delivery of the Shares (or the payment of any dividends or
other distributions related to the Shares), the Company shall not be required to
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transfer
or deliver any Released Shares or dividends or distributions relating to such
Released Shares 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.
9. 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 the beneficial owner 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 the Shares becoming
Released Shares, the Shares, as well as any dividends or other distributions
with respect to the Shares, shall be held in the manner described in Section 4
above. Any dividends or other 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 any Shares are forfeited to the
Company, then any dividends or other distributions with respect to such
forfeited Shares shall also be forfeited to the Company.
10. Adjustment
of Shares. As provided by
the Plan, in the event of any change in the Class A Stock 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.
11. Coordination
With Plan. The Participant
acknowledges that he or she has now or 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.
12. Notices. All notices to
the Company shall be in writing and sent to the Company’s General Counsel at the
Company’s corporate headquarters. Notices to the Participant shall be
addressed to the Participant at the address as from time to time reflected in
the Company’s employment records as the Participant’s address.
IN WITNESS WHEREOF, the
Company and the Participant have caused this 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.
