exv10w2







Exhibit 10.2




RESTRICTED STOCK AGREEMENT




Pursuant to



CONSTELLATION BRANDS, INC.

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; provided that the Participant continues as a member of the
Company’s Board of Directors until such date.




          (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.




     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 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 207 High Point Drive, Building 100, Victor, New
York 14564. Notices to the Participant shall be addressed to the
Participant at                                         .



 









 





     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