exv10w1






Exhibit 10.1









MEMORANDUM




TERMS AND CONDITIONS OF STOCK OPTIONS

CLASS 1 COMMON STOCK

     [Date]     



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 1 Common Stock, par value $.01 per share, of the Company (a “Share” or the “Shares”) to
employees and non-employee directors of the Company or any of its Subsidiaries (as defined in the
Plan) (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 prior to the
Expiration Date or an earlier termination, according to the percentages and exercise
dates set forth in the following vesting schedule: 25% of the shares subject to the
Options (the “Option Shares”) shall become exercisable on                     ; an additional
25% of the Option Shares shall become exercisable on                     ; an additional 25%
of the Option Shares shall become exercisable on                     ; and the remaining
balance of the Option Shares shall become exercisable on                     . 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 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 or shares of Class A
Common Stock, par value $.01 per share, of the Company (“Class A Shares”), as
provided for in the Plan; (iii) delivery of a conversion notice or other conversion
instructions acceptable to the Company irrevocably electing to convert a sufficient
number of Shares received under the Option into Class A Shares (“Conversion Shares”)
together with delivery of irrevocable instructions to a broker or other agent
acceptable to the Company to promptly sell the Conversion Shares 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 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 and similar charges have been resolved to the satisfaction of the
Company.






	3.	 	Termination of Relationship.






	 	(a)	 	Acceleration upon Termination of Relationship. Subject to Section
3(c)(iii) below, if an Optionee ceases to be employed by the Company or its
Subsidiaries 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 Relationship. Subject to
Section 3(c) below, Options which have vested prior to the date that the Optionee
ceases to be employed by the Company or its Subsidiaries may be exercised as follows:






	 	(i)	 	within ninety (90) days after the date on which the Optionee
ceases to be employed by the Company or its Subsidiaries (the “Termination
Date”), except as otherwise provided in Subsections 3(b)(ii), (iii) and (iv)
below;
	 
	 	(ii)	 	if the Optionee ceases to be employed by the Company or its
Subsidiaries as a result of the Optionee’s Retirement, within one (1) year
after the date of Retirement;
	 
	 	(iii)	 	if the Optionee ceases to be employed by the Company or its
Subsidiaries as a result of a Disability, within one (1) year after the date of
Disability; or
	 
	 	(iv)	 	if the Optionee ceases to be employed by the Company or its
Subsidiaries 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.










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	 	(c)	 	Limitations on Exercise Following Termination of Relationship.






	 	(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 Company or
its Subsidiaries for Cause, as defined in the Plan.
	 
	 	(iii)	 	Except as otherwise provided by the Committee administering
the Plan or by an employment agreement between the Optionee and the Company or
its Subsidiaries, (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 capital stock.
	 
	5.	 	Type of Options. The Options are nonqualified stock options granted pursuant to
Section 5 of the Plan.
	 
	6.	 	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.
	 
	7.	 	General Restriction on Issuance of Stock. 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 issues any Shares 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.










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	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 or stop transfer notation on its books with respect to such
Option Shares. If a legend or stop transfer notation is placed on the Company’s books with
respect to an Optionee’s Option Shares, the Optionee may only sell such Option Shares in
compliance with such legend or notation.
	 
	9.	 	No Listing of Option Shares; Conversion. The Company has not listed the Option
Shares for trading on the New York Stock Exchange and does not intend to effect such a
listing. Pursuant to the Certificate of Incorporation of the Company, Option Shares may be
converted into Class A Shares, but only if the Class A Shares received upon the conversion are
sold or transferred immediately following the conversion in a market transaction or qualifying
private transaction as such terms are defined in the Company’s Certificate of Incorporation.
The Class A Shares into which Option Shares may be converted have been or will, prior to
issuance, be listed for trading on the New York Stock Exchange.
	 
	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).






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