Unassociated Document


Exhibit
10.11

 

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CONSTELLATION




MEMORANDUM




TERMS
AND CONDITIONS OF STOCK OPTIONS

_________________________




The
CONSTELLATION BRANDS, INC. Long-Term Stock Incentive 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 and directors of the
Company (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 in whole or in part at any time on or after
      ________________
      but no Options may be exercisable after the Expiration
    Date.








	 	
      (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 shares subject to the Option (the “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 Company (which payment method may be restricted or
      eliminated from time to time by the Company, 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 Option 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 Relationship. As long
as the Optionee continues to be a director of the Company, the Options may be
exercised once they have vested and prior to their expiration. In addition,
subject to Section 4 below, Options which have vested prior to the termination
of the Optionee's relationship with the Company may be exercised by the
Optionee, his designated beneficiary or legal representative or permitted
transferee within one (1) year after the last day on which the Optionee was a
member of the Board of Directors of the Company (the “Termination
Date”).




4. Limitations
on Exercise Following Termination of Relationship.






	 	
      (a)
	
      The
      time period set forth in Section 3 above is subject to the restriction
      that Options may not be exercised after their Expiration Date.
      








	 	
      (b)
	
      The
      time period set forth in Section 3 above is also subject to the
      restriction that no Option may be exercised by any person if the
      Optionee’s relationship with the Company has been terminated for Cause, as
      defined in the Plan.








	 	
      (c)
	
      Except
      as otherwise provided by the Committee administering the Plan, (i) the
      only Options that may be exercised after the Termination Date are those
      Options that were exercisable by the Optionee on the Termination Date; and
      (ii) any Options which are not exercisable on the Termination Date will
      automatically terminate on the Termination Date.









	 	
      (d)
	
      Any
      Options which are exercisable on the Termination Date, but which are not
      exercised within the one (1) year period specified in Section 3 above,
      will automatically terminate at the end of that
period.











	
      5.
	
      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.








	
      6.
	
      Type
      of Options.
      The Options are nonqualified stock options granted pursuant to Section 5
      of the Plan.








	
      7.
	
      No
      Transfer of Options.
      Unless transferability is authorized by the Option grant or otherwise
      permitted by the Committee, Options are not transferable by the Optionee
      other than (i) by will or the laws of descent and distribution, or (ii)
      pursuant to a domestic relations order. Because of laws affecting the
      transferability of the Option Shares, the Optionee should understand the
      securities laws and other implications of any transfer of Options.
      








	
      8.
	
      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 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.








	
      9.
	
      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.








	
      10.
	
      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.








	
      11.
	
      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, as appropriate) 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).