Unassociated Document


    
      Exhibit
        10.5

       

    

    
      
        	 	 	
                Constellation
                  Brands, Inc.

                370
                  Woodcliff Drive, Suite 300

                Fairport,
                  New York 14450

                phone
                  585-218-3600

                fax
                  585-218-3601

              
	
                [LOGO]

              
	
                Constellation

              
	 


      

    

     

    April
      26,
      2007

    


    Mr.
      Robert
      Ryder

    2012
      Denton
      Drive

    Cleveland
      Heights,
      OH 44106

    


    Dear
      Bob:

    


    I
      am pleased to extend an offer for you to join Constellation Brands, Inc. ("CB")
      in the position of Executive Vice President, Chief Financial Officer reporting
      to me.

    


    With
      regards to
      your compensation, the following describes the package:

    


    
      	·  	
              Starting
                biweekly base compensation of $19,615.38 ($510,000 per annum "Base
                Compensation") subject to all deductions and withholdings required
                by
                law.

            


    

    


    
      	·  	
              The
                annual
                bonus for your position has a target of 70% and a maximum of 140%
                of Base
                Compensation. The amount and specific terms of the bonus shall be
                determined, in CB's sole discretion, by the CB officers, including
                your
                direct supervisor, and the Human Resources Committee of CB's Board
                of
                Directors. Currently the bonus is determined on a basis whereby 100%
                is
                dependent on Company financial performance (EBIT and free cash flow).
                Your
                FY08 bonus will be based on full-year participation and will not
                be
                prorated.

            


    

    


    
      	·  	
              With
                the
                approval of the Human Resource Committee at its next meeting which
                is
                currently scheduled for in June 2007, you will receive an option
                to
                purchase 100,000 shares of CB Class A common stock at the market
                price on
                the date of the grant of such option. You will participate in the
                company’s long-term incentive program and be eligible to receive stock
                option grants under the plan as recommended by management and approved
                by
                the Human Resources Committee.

            


    

    


    
      	·  	
              Your
                relocation expenses will be paid in accordance with our Relocation
                Policy
                which shall be provided to you. Basically, all reasonable and customary
                closing and relocation expenses will be covered with the exception
                of home
                purchase.

            


    

    


    
      	·  	
              You
                are
                eligible for four (4) weeks paid time off (PTO) during each calendar
                year
                until such time as you become eligible for more paid time off under
                our
                paid time off policy, as such policy is amended from time to time.
                

            


    

    


    
      	·  	
              You
                will be
                eligible for your first performance and compensation review to be
                conducted and effective as of March 1,
                2008.

            


    

    


    
      	·  	
              You
                will be
                eligible to participate in all existing employee benefit plans as
                you
                become eligible under the terms of such plans as amended, added to
                or
                discontinued from time to time, such as the health care, disability
                insurance, life insurance, 401(k) and profit sharing, and employee
                stock
                purchase plans. More information will be provided regarding a summary
                of
                employee benefits.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Mr.
      Robert
      Ryder

    April
      26,
      2007

    Page
      2

    


    
      	·  	
              In
                the event
                that the Company terminates your employment without cause, the Company
                shall provide you with severance compensation (“Severance”) equal to one
                year of your then current base compensation (excluding bonus), subject
                to
                your entering into the Company’s standard form of Severance
                Agreement.

            


    

    


    
      	·  	
              This
                offer is
                subject to the terms of the CB Employment
                Application.

            


    

    


    
      	·  	
              The
                start
                date for this position is to be
                determined.

            


    

    
Lastly,
      by
      executing this letter of agreement, you acknowledge and agree that your
      employment with CB is at will, meaning that it can be terminated by you or
      by CB
      at any time, with or without cause. You further understand and agree that this
      letter constitutes the entire agreement of the parties, and is governed by
      New
      York State law. You hereby consent to binding arbitration under the rules of
      the
      American Arbitration Association as they relate to commercial disputes in
      Rochester, NY as the sole and exclusive means for resolution of any disputes
      that may arise hereunder or in connection with your employment. No arbitration
      award shall include any punitive, incidental, consequential or special damages
      of any kind. Any such arbitration award may be entered in any court having
      appropriate jurisdiction. There are no other written or oral agreements of
      the
      parties, and this letter of agreement cannot be modified or amended, except
      in
      writing executed by an Executive Officer of CB.

    


    If
      you have additional questions regarding this offer, or any issues regarding
      your
      acceptance of this position, please call me within the next few
      days.

    


    Sincerely,

    


    CONSTELLATION
      BRANDS, INC.

    


    


    /s/
      Richard
      Sands       

    Richard
      Sands

    Chairman
&
      CEO

    


    


    ACCEPTED
      AND AGREED
      TO:

    


    /s/
      Robert
      Ryder       

    


    Date:

    
5/8/07              

     

    370
      Woodcliff Drive, Suite 300, Fairport, New York 14450

    phone
      585-218-3600 / fax 585-218-3601

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	
                Constellation
                  Brands, Inc.

                370
                  Woodcliff Drive, Suite 300

                Fairport,
                  New York 14450

                phone
                  585-218-3600

                fax
                  585-218-3601

              
	
                [LOGO]

              
	
                Constellation

              
	 


      

       

    

    

      May
        8,
        2007

      


      Mr.
        Robert
        Ryder

      2012
        Denton
        Drive

      Cleveland
        Heights,
        OH 44106

      


      Dear
        Bob:

      


      This
        letter serves
        as an addendum to our offer letter to you dated April 26, 2007, signed by
        me.

      


      Based
        on
        discussions with you, the following changes to the above referenced offer
        letter
        are being made:

      


      	a)  	
              The
                number of
                CB Class A stock options referenced in the third bullet point has
                been
                increased from 100,000 stock options to 150,000 stock options. This
                new
                amount remains subject to Human Resource Committee approval in our
                scheduled June 2007 meeting.

            


      


      	b)  	
              The
                amount of
                severance compensation found in the eighth (8th)
                bullet
                point (p. 2) has been increased to include a then target bonus i.e.,
                target bonus percentage x base pay, in addition to the then base
                compensation.

            


      


      Bob,
        all other
        portions of the job offer provided in the above mentioned letter (April 26,
        2007) remain in effect and unchanged.

      


      If
        you have any questions regarding this offer, please call me. Otherwise, please
        indicate your acceptance of this offer by signing and returning a signed
        copy of
        the April 26, 2007, letter and this addendum.

      


      Sincerely,

      


      CONSTELLATION
        BRANDS, INC.

      


       

      /s/
        Richard Sands          

      Richard
        Sands

      Chairman
&
        CEO

      


      


      ACCEPTED
        AND AGREED
        TO:

       

      /s/
        Robert
        Ryder                 


      


      Date:

       

      5/8/07