Unassociated Document


Exhibit
10.18



[LOGO]

CONSTELLATION

 

 

MEMORANDUM




TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS




[Date]




The CONSTELLATION BRANDS, INC. Incentive Stock Option Plan, as
amended from time to time (the “Plan”), enables Constellation Brands, Inc. (the
“Company”) to grant stock options to purchase Class A Common Stock, par value
$.01 per share, of the Company (a “Share” or the “Shares”) to employees of the
Company or any of its subsidiaries (each, when granted a stock option, an
“Optionee”). The stock options represented by this Memorandum and the
accompanying award letter (respectively, the “Options” and the Memorandum and
accompanying award letter, together, the “Documents”) are subject to all of the
terms and conditions contained in the Documents. By accepting delivery of the
Documents, the Optionee agrees to be bound by the terms and conditions of the
Documents.





	
      1.
	
      Term
      of Options. The Options, granted on__________ (the “Date of Grant”),
      will terminate and expire, to the extent not previously exercised, at 5:00
      p.m. Eastern Time on ___________ or such earlier date upon which the
      Options, or portion thereof, terminate or expire pursuant to the terms of
      the Plan (the “Expiration Date”).








	
      2.
	
      Exercise
      of Options.








	 	
      (a)
	
      The
      Options may be exercised at any time and from time to time, prior to the
      Expiration Date or an earlier termination, according to the percentages
      and exercise dates set forth in the following vesting schedule: ___% of
      the number of Shares subject to the Options (the “Option Shares”) shall
      become exercisable on or after ___________; an additional ___% of the
      Option Shares shall become exercisable on or after ____________; an
      additional ___% of the Option Shares shall become exercisable on or after
      ___________; an additional ___% of the Option shares shall become
      exercisable on or after ___________; and the remaining ___% of the Option
      Shares shall become exercisable on or after
___________.








	 	
      (b)
	
      The
      Optionee can exercise Options by complying with the provisions of the Plan
      and by following instructions provided in materials distributed by the
      Company. The exercise price, $______ per share (the “Exercise Price”), for
      the number of Option Shares being purchased and any related withholding
      tax obligations may be paid by the Optionee by (i) delivery of cash, money
      order or a certified or cashier’s check; (ii) tendering previously
      acquired Shares, as provided for in the Plan; (iii) delivery of
      irrevocable instructions to a broker or other agent acceptable to the
      Company to promptly sell a sufficient portion of Shares received under the
      Option and to deliver to the Company the appropriate amount of proceeds;
      and/or (iv) any other payment method that is established by the Committee
      as defined in the Plan (which payment method may be restricted or
      eliminated from time to time by the Committee, in its sole
      discretion).








	 	
      (c)
	
      The
      Company will, without transfer or issue tax to the Optionee, issue and
      cause to be delivered to the Optionee a certificate or certificates for
      the number of Shares purchased as soon as reasonably practicable after the
      Optionee has appropriately exercised any Options. The Company is not
      required to issue Shares to the Optionee until all obligations to withhold
      taxes have been resolved to the satisfaction of the
    Company.








	
      3.
	
      Termination
      of Employment. 








	 	
      (a)
	
      Acceleration
      upon Termination of Employment. Subject to Section 3(c)(iii) below, if
      an Optionee’s employment with the Company or the subsidiary by whom the
      employee is employed (the “Employer”) terminates for reasons of Retirement
      (as defined in the Plan), Disability (as defined in the Plan) or death,
      all the unvested Option Shares shall become immediately vested and
      exercisable on the date of Retirement, date of Disability or date of
      death.








	 	
      (b)
	
      Duration
      of Exercise Following Termination of Employment. Subject to Section
      3(c) below, Options which have vested prior to the termination of the
      Optionee’s employment with the Employer may be exercised as
      follows:








	 	
      (i)
	
      within
      thirty (30) days after the date on which the Optionee’s employment with
      the Employer terminates (the “Termination Date”), except as otherwise
      provided in Subsections 3(b)(ii) and (iii) below;









	 	
      (ii)
	
      if
      the Optionee’s employment terminates as a result of a Disability, within
      one (1) year after the date of Disability; or









	 	
      (iii)
	
      if
      the Optionee’s employment terminates as a result of death, within one (1)
      year after the date of death by the Optionee’s designated beneficiary,
      legal representative or permitted
transferee.








	 	
      (c)
	
      Limitations
      on Exercise Following Termination of
  Employment. 








	 	
      (i)
	
      The
      time periods set forth in Section 3(b) above are subject to the
      restriction that Options may not be exercised after their Expiration Date.
      








	 	
      (ii)
	
      The
      time periods set forth in Section 3(b) are also subject to the restriction
      that no Option may be exercised by any person if the Optionee (i) is, or
      at any time after the date of grant has been, in competition with the
      Company or its affiliates, or (ii) has been terminated by
      the Employer for Cause, as defined in the
Plan.








	 	
      (iii)
	
      Except
      as otherwise provided by the Committee or by an employment agreement
      between the Optionee and the Employer, (i) the only Options that may
      be exercised after the Termination Date, date of Retirement, date of
      Disability or date of death (as applicable, the “Event Date”) are those
      Options that were exercisable by the Optionee on the Event Date; and (ii)
      any Options which are not exercisable on the Event Date will automatically
      terminate on the Event Date. 








	 	
      (iv)
	
      Any
      Options which are exercisable on the Event Date, but which are not
      exercised within the applicable period specified in Section 3(b) above,
      will automatically terminate at the end of that applicable
      period.








	
      4.
	
      Adjustments
      for Certain Events. The number and kind of unexercised Options and the
      Exercise Price of such Options are subject to adjustment in the event that
      certain transactions are taken by the Company which affect the Company’s
      Shares.








	
      5.
	
      Type
      of Options. The Options are incentive stock options granted pursuant
      to Section 5 of the Plan.








	
      6.
	
      No
      Transfer of Options. Unless transferability is permitted under certain
      conditions as determined by the Committee and applicable IRS Rules for
      incentive stock options, the Options are not transferable by the Optionee
      other than by will or the laws of descent and distribution.
    








	
      7.
	
      General
      Restriction on Issuance of Stock Certificates. The Company may require
      information or documents which enable it to insure compliance with any law
      or Rules (as defined in the Plan) of the Securities and Exchange
      Commission or any other governmental authority having jurisdiction under
      the Plan before it delivers any certificate upon the exercise of any
      Options. If at any time the Committee administering the Plan shall
      determine that the listing, registration or qualification of the Option
      Shares 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 the granting of the Options or the issue or
      purchase of Shares thereunder, such Options may not vest or be exercised
      in whole or in part unless such listing, registration, qualification,
      consent or approval shall have been effected or obtained free of any
      conditions not acceptable to the
Committee.








	
      8.
	
      Limitation
      on Sale or Disposition of Option Shares. If the Committee determines
      that the ability of the Optionee to sell or transfer Option Shares is
      restricted, then the Company may place a restrictive legend on
      certificates representing such Option Shares. If a legend is placed on an
      Optionee’s certificate, the Optionee may only sell the Option Shares
      represented by such certificate in compliance with such
      legend.









	9.		
      Incorporation
      of Plan. The Options are subject to the terms and conditions of the
      Plan, which are incorporated herein by reference. The Company, upon
      request, will provide a copy of the Plan to the Optionee. To the extent
      that the terms and conditions of the Documents are inconsistent with the
      Plan, the provisions of the Plan shall
control.










	10.		
      Applicable
      Times and Dates. All references to times and dates in the Plan and in
      documents relating to the Plan refer, respectively, to Eastern Standard
      Time (or Eastern Daylight Savings Time) in the United States of America
      and to dates in New York State based on such Eastern Standard Time (or
      Eastern Daylight Savings Time, as
appropriate).