exv10w1






Exhibit 10.1




BROWN-FORMAN CORPORATION

NON-EMPLOYEE DIRECTOR

DEFERRED STOCK UNIT PROGRAM




     1. General. This Brown-Forman Corporation Non-Employee Director Deferred Stock Unit
Program (the “Program”) is intended to more closely align board compensation at Brown-Forman
Corporation, a Delaware corporation (the “Company”) with the interests of the Company’s
shareholders, by making available to eligible participants tax-deferred investments in Company
stock as authorized by Article 10 of the Company’s 2004 Omnibus Plan, as amended (“Omnibus Plan”).
It is intended that the Program be in compliance with Code Section 409A and guidance issued
thereunder (“Section 409A”).



     2. Eligibility. All members of the Board of Directors of the Company who are not also
employees of the Company shall participate in this Program (referred to as the “Participants”).
This document shall constitute an Award Agreement under the Omnibus Plan.



     3. Account. The amount due to be paid or delivered to any Participant under this
Program shall be determined based on the Participant’s Account. The Company shall maintain a
bookkeeping account for each Participant, to which shall be credited (i) part of the annual
Director retainer which the Board determines to deliver in the form of equity pursuant to Section
4(a) or (b) below, plus (ii) that part of the annual retainer which is otherwise payable in cash,
that is electively deferred pursuant to Section 4(c) below, plus (iii) Dividend Equivalents as
described in Section 5 below (the “Account”). Equity and deferral portions of a retainer, and
Dividend Equivalents, to the extent denominated as cash, shall be converted into a number of whole
and fractional units (each, a “DSU”), equal to the cash so credited, divided by the Fair Market
Value (as defined in the Omnibus Plan) of a share of Class B common stock of the Company (“Stock”),
as of the date credited. All amounts credited to an Account shall be nonforfeitable as and when
provided in Section 7 below. The DSUs contemplated hereunder are granted pursuant to Sections 7.3
and 10.2 of the Omnibus Plan as market value units and for purposes of such plan, shall be
designated and treated as such.



     4. Contribution Amounts and Crediting Dates.




     (a) Non-Elective Company Contribution for 2011 Board Year. On September 23,
2010, the Company shall award and cause to be credited to a Participant’s Account (i)
$60,000 to each Participant that was elected director at the annual meeting of stockholders
held July 22, 2010; or (ii) $60,000, prorated based on the portion of the Board Year not yet
elapsed as of the date of the director’s election, to any Participant elected director after
the annual meeting of stockholders held July 22, 2010, but before the next annual meeting of
stockholders in 2011.




     (b) Non-Elective Company Contribution in Future Years. On the date of the
Company’s annual meeting of stockholders to be held in 2011, and on the date of the
Company’s annual meeting of stockholders in each year thereafter while this Program is in
effect, the Company shall award and cause to be credited to the Account of each Participant
who has not then experienced a Separation from Service, that part of the



 









 






annual retainer then in effect which the Board has determined shall be delivered in
equity, if any. With respect to a non-employee director who is elected for the first time other
than on an annual meeting date, the Company shall award and cause to be credited to such
Participant’s Account on the date of election that part of the annual retainer then in
effect which the Board has determined shall be delivered in equity, prorated based on the
portion of the Board Year not yet elapsed as of the date of the director’s election.




     (c) Participant Deferrals; Election Period. On the date of the Company’s
annual meeting of stockholders to be held in 2011 and on the date of the Company’s annual
meeting of stockholders in each year thereafter while this Program is in effect, each
Participant (provided he or she is then still a Director) shall have credited to his or her
Account an amount equal to all or part, in increments of 25%, (as elected by the Participant in accordance with
this Section) of the annual retainer which the Board has determined before that date would,
if not electively deferred hereunder, otherwise be payable in cash (the “Annual Cash
Retainer”), in one single credit, despite the fact that such amount would otherwise be paid
in installments over the period beginning at one annual meeting of stockholders and ending
at the next such meeting (the “Board Year”).




          A Participant’s election to defer all or a portion of the Annual Cash Retainer shall be
made in writing on a form approved for such purpose (the first of which is attached hereto
an Exhibit A but which may change from time to time as efficient administration may
require), submitted to the Company no later than December 31 of the calendar year before the
Board Year with respect to which the Annual Cash Retainer is payable, and shall be
irrevocable as of such December 31. A new election shall be required each year.
Notwithstanding the preceding sentences, a non-employee Director of the Company who is
elected for the first time after the effective date of this Program may make an election to
defer Annual Cash Retainer by submitting a written election form within the 30 day period
beginning on the date the Director is elected (a “new Participant”), which election may
apply only to the portion of such Annual Cash Retainer equal to the total due for the Board
Year, prorated based on the portion of the Board Year not yet elapsed at the date the
deferral election becomes irrevocable (on that 30th day of the election period).
The exception for a mid-year election for a new Participant shall not apply unless the
Participant can be treated as initially eligible in accordance with Treasury Regulation
Section 1.409A-2(a)(7), which generally provides that this special election period shall not
apply to Participants in this Program who were, prior to eligibility hereunder, made
eligible in any other plans of the Company (or its related companies) that must be
aggregated with this Plan under Code Section 409A, and shall not apply to a Participant
whose eligibility to defer under this Program started, then ceased, then was renewed again,
unless that Participant was not able to defer under this and all aggregated plans (if any)
for the previous 24 months or longer.



     5. Dividend Equivalent. Each Participant’s Account shall be credited on each
dividend payment date of the Company, with an amount equal to the cash dividends that would have
paid on the number of DSUs in their Account on the record date for such dividend, if such DSUs were
deemed to be outstanding shares of Stock (“Dividend Equivalents”). Such cash shall then be
converted to DSUs as provided in Section 3 above.



 









 





     6. Changes in Stock. In the event of a stock dividend, stock split, reverse stock
split or similar change in capitalization affecting the Stock, The number of DSUs credited to each
Participant’s Account shall be adjusted by the Board of Directors in the same fashion as would a
share of Stock then outstanding. The adjustment by the Board of Directors shall be final, binding
and conclusive.



     7. Vesting and Distributions.




     (a) Vesting. DSUs awarded, created from deferrals, or credited based on
Dividend Equivalents related to such amounts in each Board Year hereunder shall be vested
and nonforfeitable on a pro rata basis over the entire Board Year. If a Director experiences
a Separation from Service before the end of a Board Year, the portion of his or her Account
related to that Board Year shall be debited for the unvested portion based on the number of
days left in the Board Year at such Separation, divided by the total days in the Board Year,
and all rights in such unvested portion shall lapse.




     (b) Time and Amount of Distribution. Following a Participant’s Separation from
Service, the Participant (or the beneficiary in the event of the Participant’s death) will
be paid the balance of the Participant’s Account (net of any forfeiture provided in Section
7(a) above) in either




	 	(i)	 	a single lump sum on the first February 1 that
is at least 6 months following the Director’s Separation from Service,
if and only if the Participant so elects in writing within 30 days
following September 23, 2010 (or, with respect to a new Participant, in
the 30 days after his election as a Director), or
	 
	 	(ii)	 	if not so elected, in 10 substantially equal
annual installments with the first payment made on the first February 1
that is at least 6 months following the Director’s Separation from
Service, with each subsequent installment made on successive
anniversaries of the date of the first payment.






Provided however, that, if, before the first payment date, the Participant has died or has
been determined to have incurred a Disability, payment shall be made at the applicable
February 1 in a single lump sum, even if installments were otherwise elected. In addition,
in the case of death after installment payments have begun, the next installment payment due
on the first February 1 after the date of death shall be a lump sum of all remaining amounts
in the Account.




     (c) Form of Distribution. All distributions shall be paid by delivery of whole shares of Stock equal to the whole DSUs in the Account, with any fractional DSUs paid in
cash, based on the Fair Market Value of the Stock on the last trading date before the date
of payment.



     8. Tax Withholding. If and to the extent at any time the Company has an obligation to
withhold and remit income or other taxes with respect to a Director’s annual retainer or Account,
the Company’s obligation to make any payments to any Participant is subject to and



 









 




conditioned on tax obligations being satisfied either by the Participant making a payment in
cash for such amounts, or, failing receipt of such cash prior to the date payment of all or part of
an Account is due hereunder, the Company shall deduct from the Stock to be issued in payment, the
tax withholdings due to be remitted, based on the Fair Market Value of the Stock on the last
trading day prior to the remittance date.




     9. Rights of Participants. Participation in the Program, and any actions taken
pursuant to the Program, shall not create or be deemed to create a trust or fiduciary relationship
of any kind between the Company and the Participant and shall not confer upon the Participant any
separate right to remain a member of the Company’s Board of Directors. The Company may, but shall
have no obligation to, establish any separate fund, reserve, or escrow or to provide security with
respect to any amounts deferred under the Program. Any assets of the Company which are set aside
in any separate fund, reserve or escrow shall continue for all purposes to be a part of the general
assets of the Company, with title to the beneficial ownership of any such assets remaining at all
times in the Company. No Participant, nor his legal representatives, nor any of his beneficiaries
shall have any right, other than the right of an unsecured general creditor of the Company, in
respect of the Account established hereunder, and such persons shall have no property interest
whatsoever in any specific assets of the Company. A Participant shall have no rights as a
stockholder of the Company, and shall not be entitled to vote, with respect to the DSUs credited to
his Account.



     10. Reporting. The Company shall provide statements to Participants showing the DSUs
standing to the credit of their Accounts no less frequently than once a year.



     11. Source of Shares. Shares of Stock reserved under the Company’s Omnibus Plan shall
be used to satisfy any obligations to distribute Stock under this Program.



     12. Claims Procedure.




     (a) All claims for benefits under this Program shall be filed in writing with the
Compensation Committee of the Board of Directors of the Company (the “Committee”) in
accordance with such procedures as the Committee shall reasonably establish.




     (b) The Committee shall, within 90 days (45 days for payment based on Disability) after
a submission of a claim, provide adequate notice in writing to any claimant whose claim for
benefits under the Program has been denied. Such notice shall contain the specific reason
or reasons for the denial and references to specific Program provisions on which the denial
is based. The Committee shall also provide the claimant with a description of any material
or information which is necessary in order for the claimant to perfect his claim and an
explanation of why such information is necessary. If special circumstances require an
extension of time for processing the claim, the Committee shall furnish the claimant a
written notice of such extension prior to the expiration of the 90-day period (30 days for a
Disability claim, and an additional 30 day extension is available). The extension notice
shall indicate the reasons for the extension and the expected date for a final decision,
which date shall not be more than 180 days (105 days for Disability) from the initial claim.



 









 






     (c) The Committee shall, upon written request by a claimant within 60 (180 for a
disability claim) days of receipt of the notice that his claim has been denied, afford a
reasonable opportunity to such claimant for a full and fair review by the Committee of the
decision denying the claim. The Committee will afford the claimant an opportunity to review
pertinent documents and submit issues and comments in writing. The claimant shall have the
right to be represented.




     (d) The Committee shall, within 60 days (45 days for a disability claim) of receipt of
a request for a review, render a written decision on its review. If special circumstances
require extra time for the Committee to review its decision, the Committee will attempt to
make its decision as soon as practicable, and in no event will the Committee take more than
120 days (105 days for Disability claims) to send the claimant a written notice of its
decision.



     13. Beneficiary. If a Participant dies before he has received full payment of the
amount credited to his Account, such unpaid portion shall be paid to the Participant’s primary or
contingent beneficiary as last designated by the Participant in writing on a form provided by the
Company for that purpose (a sample of which is attached hereto as Exhibit B but which may
be changed from time to time.) Each designation received by the Company prior to a Participant’s
death will, upon receipt, revoke any prior designations. If no beneficiary has been designated or
if a designated beneficiary has predeceased the Participant, such unpaid portion shall be paid to
the Participant’s spouse, or, if there is no spouse, to the Participant’s children per stirpes, or,
if there is no spouse or children, to the Participant’s estate.



     14. No Assignment or Alienation. Neither the deferred compensation payable under this
Program, nor Stock distributable upon distribution hereunder, shall be subject to alienation,
assignment, garnishment, execution, security interest or levy of any kind, and any attempt to cause
any such amounts or Stock to be so subjected shall not be recognized.



     15. Miscellaneous.




     (a) All expenses incurred in the establishment and maintenance of or attributable to a
Participant’s Account shall be borne by the Company and shall not reduce the amount credited
to such Account.




     (b) This Program may be amended in any way or may be terminated, in whole or in part,
at any time, and from time to time, by the Board of Directors of the Company. The foregoing
provisions of this paragraph notwithstanding, no amendment or termination of the Program
shall adversely reduce the number of DSUs credited to the Accounts prior to the effective
date of such amendment or termination, or accelerate the timing of payment from the
Accounts, except as allowed under Section 409A upon Program termination. Notwithstanding
the foregoing, the Board of Directors of the Company specifically reserves the right to
amend the Program as necessary to comply with Section 409A.




     (c) The Committee shall have the exclusive discretionary authority to determine the
amounts of benefits under the Program, make factual determinations, construe and interpret
terms of the Program, supply omissions and determine any



 









 






questions which may arise in connection with its operation and administration. Its
decisions or actions in respect thereof, including any determination of any amount credited
or charged to the Participants’ Accounts or the amount or recipient of any payment to be
made therefrom, shall be conclusive and binding for all purposes upon the Company and upon
any and all Participants, their beneficiaries, and their respective heirs, distributees,
executors, administrators and assignees.




     (d) The terms of this Program shall be binding upon and shall inure to the benefit of
the Company and its successors or assigns and each Participant and his beneficiaries, heirs,
executors, and administrators.




     (e) Subject to its obligation to pay the amount credited to the Participant’s Account
at the time distribution is required pursuant to Section 8, neither the Company, any person
acting on behalf of the Company, the Board of Directors, nor the Board of Directors shall be
liable for any act performed or the failure to perform any act with respect to the terms of
the Program, except in the event that there has been a judicial determination of willful
misconduct on the part of the Company, such person, the Board of Directors or the Board of
Directors.




     (f) This Program, and all actions taken hereunder, shall be governed by and construed
in accordance with the laws of the State of Delaware, except as such laws may be superseded
by any applicable Federal laws.




     (g) This Program is subject to the terms of the Omnibus Plan and Administrative
Guidelines promulgated under it from time to time. In the event of a conflict between this
Program and the Omnibus Plan, the Omnibus Plan document as well as any determinations made
by the Board of Directors as authorized by the Omnibus Plan document shall govern.



     16. Effective Date and Term. This Program shall be effective as of September 23, 2010
and contributions hereunder shall continue until no further Awards can be made under the Omnibus
Plan (July 22, 2014) and shall continue to maintain Accounts hereunder until all Accounts are
distributed.



     17. Definitions. Terms capitalized herein and not defined in the context in which used
or in the Omnibus Plan, shall have the meanings set forth below.




     (a) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.




     (b) “Disability” occurs when a Participant is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months.




     (c) “Separation from Service” means the date the Participant’s term as a Director
expires, the Participant resigns as a Director, or the Participant is removed as a Director,
provided that the Company and Participant in good faith believe at that time



 









 






that the Participant’s status as a Director of the Company will not be renewed and that
no other service relationship (as an employee or independent contractor) with the Related
Group will continue or be begun. If the parties anticipate that some service relationship
within the Related Group will continue after a Participant’s term as a Director expires and
is not renewed, in all events the “Separation from Service” is deemed to occur 12 months
after the date on which a Participant ceases to serve as a member of the Board of Directors,
as long as the Participant does not actually perform services for the Related Group (as a
director, employee or independent contractor) during such 12 month period, as provided under
Treasury Regulation §1.409A-1(h)(2)(ii). “Related Group” for this purpose means the Company
and all other companies or other organizations that are deemed to be a part of a controlled
group of corporations that includes the Company or under common control with the Company
within the meaning s given those phrases in Section 414 of the Code


The undersigned Secretary of the Company hereby certifies that this Program was adopted by and
became an action of the Board of Directors on the date set forth below.




	 	 	 	 	 
	BROWN-FORMAN CORPORATION

 	 	 
	By:  	/s/ Matthew E. Hamel,
 	 	 
	 	its Secretary 	 	 


Date: September 23, 2010







 









 








EXHIBIT A




BROWN-FORMAN CORPORATION



NON-EMPLOYEE DIRECTOR DEFERRED STOCK UNIT PROGRAM



ANNUAL CASH RETAINER DEFERRAL ELECTION


The
undersigned Director hereby elects, pursuant to Section 4(c) of the Brown-Forman Corporation
Non-Employee Director Deferred Stock Unit Program, (the “Program”) to defer the following amount of
Annual Cash Retainer to be paid in the Board Year which begins in 20__1 (complete the
  % deferral lines below)




___0%   


___25%  


___50% 


___75% 


___100%



I understand that the amount of Annual Cash Retainer not so deferred will be paid in cash in 6
substantially equal installments, provided that such cash amounts will not be paid if my service as
a Director ends before any cash payment date.



I acknowledge having received and read a copy of the Program’s terms, and understand that the
election above becomes irrevocable in accordance with the terms of the Program, and that payment to
me of the amounts deferred, plus earnings or losses thereon based on their deemed conversion into
units of Class B common stock of the Company, will not begin until after my service on the Board
has ceased.




______________________________________________________

signature



Name: ________________________________________________




(please print)



Date: ________________________________________________







 




			
	1	 	Must be submitted by the December 31 of the
calendar year before the Board year will begin, except in the case of new
participants, who have 30 days to submit, and is irrevocable when election
period expires.




 









 










EXHIBIT B




BROWN-FORMAN CORPORATION



NON-EMPLOYEE DIRECTOR DEFERRED STOCK UNIT PROGRAM



BENEFICIARY DESIGNATION


Pursuant
to Section 13 of the Brown-Forman Corporation Non-Employee Director Deferred Stock
Unit Program, (the “Program”), the undersigned Participant hereby designates the following as the
Participant’s beneficiary to receive any Stock still to be delivered in payment for an Account
accumulated under the Program’s terms, in a single lump sum at the next payment date after my date
of death:







Primary Beneficiary(ies)*


 



	*	 	Note, if you reside in a community property state, spousal consent will be required
for you to validly designate a primary beneficiary other than your spouse; if one or more
primary beneficiaries designated below does not survive the participant, the percentage
indicated will be adjusted for those remaining to equal 100%, unless “per stirpes” is
specified, in which case the deceased beneficiary’s share will be divided among that
beneficiary’s issue





	 	 	 	 	 
	Name and current address	 	Relationship	 	% Share
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 
	 	 








Contingent Beneficiary(ies)


 



     to be paid if no Primary Beneficiary survives




	 	 	 	 	 
	Name and current address	 	Relationship	 	% Share
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 
	 	 




This designation of beneficiary may be revoked or amended by the Participant at any time
without the consent of a previously-designated beneficiary. The last written beneficiary
designation on file with the Company prior to a Participant’s death will control payment of an
Account. If all beneficiaries predecease the Participant, or no beneficiary is designated the
terms of the Program will dictate to whom the Account is paid.




	 	 	 	 	 
	 	 	 
	 	Signature

 	 
	 	By:  	 	 
	 	 	(print name and signing capacity) 	 
	 
	 	Date: