exv10wk



 






Exhibit 10(k)




SUMMARY OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION




DIRECTOR COMPENSATION



Directors who are employees of Brown-Forman do not receive additional compensation for serving as
directors. The following sets forth a summary of compensation for non-employee directors.





	1.	 	Annual Retainer:






	 	(a)	 	$35,000 in cash, payable in six installments over the course of the board
service year. Directors may elect in advance of their board service year to receive
stock-settled stock appreciation rights in lieu of cash payments for all or part of
their retainer.
	 
	 	(b)	 	$40,000 in stock-settled stock appreciation rights.






	2.	 	Board Meeting Fee: $5,000 per meeting attended in person. $2,000 for telephonic
participation or for partial in person participation.
	 
	3.	 	Committee Meeting Fee: $5,000 per meeting attended in person. $2,000 for telephonic
participation or for partial in person participation.
	 
	4.	 	Additional Chairman Meeting Fee: $5,000 for personal attendance. $2,000 for telephonic
participation or for partial in person participation.
	 
	5.	 	Audit Committee Chairman Review: $3,000 per quarterly review with outside auditors conducted
independently of Audit Committee Meeting.
	 
	6.	 	International Travel Supplement: $3,000 per meeting, for directors who travel directly from
(and immediately back to) an overseas location for our meeting. This is no longer indexed to
the regular meeting fee but may be adjusted from time to time.
	 
	7.	 	Expense reimbursement: Directors are reimbursed for their reasonable and necessary expenses
incurred in connection with attending Board and Committee meetings. The product promotion
allowance for outside directors is $2,000 per year. Directors are also covered under the
company’s Travel Accident Insurance and D & O Liability insurance programs.




 









 











NAMED EXECUTIVE OFFICER COMPENSATION



Chief Executive Officer and Employee-Chairman




Target amounts of total compensation for the Chief Executive Officer of the Company and the
Company’s employee-Chairman are as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Annual	 	Long-Term	 	 
	 	 	 	 	 	 	Bonus	 	Bonus	 	Total
	 	 	 	 	 	 	Opportunity	 	Opportunity at	 	Compensation at
	Name and Title	 	Salary	 	at Target	 	Target	 	Target
	Paul Varga
	 	$	975,000	 	 	$	1,100,000	 	 	$	1,700,000	 	 	$	3,775,000	 
	CEO
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owsley Brown II
	 	$	960,000	 	 	$	1,065,000	 	 	$	450,000	 	 	$	2,475,000	 
	Chairman
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






For Mr. Varga, the Long-Term Bonus Opportunity at Target takes the form of a performance-based
restricted share opportunity and a long-term cash bonus based on Company performance for the
performance period comprising fiscal 2007 through fiscal 2009 inclusive.



For Mr. Brown, the Long-Term Bonus Opportunity at Target takes the form of a long-term cash bonus
based on Company performance for the performance period comprising fiscal 2007 through fiscal 2009
inclusive.




Three Remaining Named Executive Officers



The
annualized salaries of the three remaining named executive officers
effective July 1, 2006
are as follows:




	 	 	 	 	 
	Phoebe A. Wood
	 	$	592,968	 
	James L. Bareuther
	 	$	529,166	 
	Michael B. Crutcher
	 	$	489,582	 





Target bonus opportunity for the three remaining named executive officers are as follows:





	—	 	Annual Bonus Opportunity at Target was set at $250,000 for target performance for
each of these three executive officers.
	 
	—	 	Long-Term Bonus Opportunity at Target was set within a range of $500,000 to
$611,520 for each of these three executive officers, and awarded in a combination
of stock-settled stock appreciation rights, performance-based restricted stock
opportunity, and cash long-term bonus for the performance period fiscal 2007
through fiscal 2009.





Bonus Element Descriptions



Under all cash bonus programs, the plan requires the Company to achieve certain levels of operating
income before any bonus can be paid. Target bonus is paid for targeted levels of operating income
attained, greater-than-target bonus is paid for higher levels of operating income attained and
lower-than-




 









 







target bonus is paid for lower levels of operating income attained. Short-term bonus is capped at
200% of target bonus; Long-term bonus is uncapped. Stock-settled stock appreciation rights have a
grant price equal to the closing market value of Brown-Forman Class B stock on the grant date of
July 27, 2006, have a term of ten fiscal years, and cannot be exercised in the first three fiscal
years. Restricted stock opportunity, designated in cash, is adjusted based on fiscal 2007
performance against operating income goals and converted to restricted Class A Common shares at the
end of fiscal 2007, with restrictions on shares remaining in place through April 30, 2011.