EXHIBIT 99.1
[LOGO]     Constellation
 
Constellation Brands, Inc.
370 Woodcliff Drive, 3rd Floor
Fairport, New York  14450
phone 585-218-3600
fax 585-218-3601
 
 
16 February 2006


Mr Stephen Millar
CEO & President
Constellation Wines
Reynell Road
REYNELLA SA 5161

Dear Steve

This letter is to confirm our agreement with respect to the termination of your employment by Hardy Wine Company Limited (“Hardys”).

1.
As a result of the restructuring of the business of Constellation Brands, Inc. (“Constellation”), your position as Chief Executive Officer and President of Constellation Wines, a division of Constellation, will cease as of 28 February 2006. As a consequence, your contract of service with Hardys dated 11 June 1996, as varied by letter agreement with Constellation in May 2003 (“service contract”) is to be terminated in the manner set out in this letter.

2.
On 1 March 2006, you will commence paid leave and remain on leave until 9 February 2007. This paid leave will have been earned as of 28 February 2006 and accrued for by Hardys. On 9 February 2007, your employment by Hardys will cease and you will be paid all your entitlements under the service contract, together with an additional bonus of US$100,000 in recognition of your contribution to Constellation’s business, less all necessary tax withholdings, as set out on the attached sheet. Payment of your entitlements and special bonus is not contingent on future service requirements after 28 February 2006.

 
These amounts are acknowledged to fully and finally discharge all Hardys’ and Constellation’s obligations to you under your service contract and at law, other than the indemnities to which you are entitled as an employee and officer of Hardys. Your obligations of non-competition and confidentiality to Hardys and Constellation will continue for 12 months after 9 February 2007.

3.
Your entitlements to retirement benefits under the Hardy Wine Company Superannuation Plan will be provided in accordance with the terms of the Plan. You should make your own arrangements with the Trustee as to how those benefits are to be dealt with.

4.
You will not be eligible to receive future awards pursuant to Constellation’s Long-Term Stock Incentive Plan or Incentive Stock Option Plan. As the holder of existing options, you or your personal representative will have 12 months to exercise such options after the sooner of 9 February 2007 or the


 
[LOGO]     Constellation
 
Constellation Brands, Inc.
370 Woodcliff Drive, 3rd Floor
Fairport, New York  14450
phone 585-218-3600
fax 585-218-3601
 
 
 
   date of your death, as specified under the Long-Term Stock Incentive Plan or Incentive Stock Option Plan.
 
5.
During your period of leave you will have no specific duties but you will make yourself available at my request to provide counsel and guidance as a non-executive chairman of Constellation Wines in various wine-related projects that may be considered from time to time.

6.
The benefits and entitlements payable under the agreement evidenced by this letter will enure for the benefit of your heirs, executors, administrators and assigns.

Please confirm that this letter and the attached sheet correctly record the above matters by signing and returning the duplicate of this letter.

Yours sincerely

 
/s/ Robert Sands            
Robert Sands
President & Chief Operating Officer
Constellation Brands, Inc.
 
 

Agreed.
 
/s/ S B Millar            
S B Millar
Date:  17 February 2006
 
 

 
[LOGO]     Constellation
 
Constellation Brands, Inc.
370 Woodcliff Drive, 3rd Floor
Fairport, New York  14450
phone 585-218-3600
fax 585-218-3601
 
 
 

Summary
 

 
Millar
   
3 Months Notice (package)
$286,528
Package 24/18 months
$2,292,224
Bonus for 24/18 months
$1,103,232
Special Bonus
$135,135
 
$3,817,119
   
 
 

09-Feb-07
   
Salary Package
 
S B Millar
101
 
Base
919,360
DOB
18-Nov-43
 
Super
183,872
Age
63.2
 
Car
40,000
Hired
01-Sep-91
 
Wine
2,380
Service
15.4
 
Phone
500
       
1,146,112
       
 
Bonus @ FY06 salary base @ Target 60%
551,616
   
 
09-Feb-07
Tax-free part bona fide redundancy - $6,491+$3246 * completed years. Tax 0%
55,181
Lowrate Threshhold - ETP > 55 years. Tax 16.5%
129,751
 
184,932
 
 
Reasonable Benefit Limit
Lump Sum
848,946
 
Pension
1,297,886
 
Payment as at 9th February 07 with accrued leave paid on a fortnightly basis
Entitlements as at
09-Feb-07
                 
   
Hours
 
Fortnightly Pays
 
Gross
 
Tax
 
Net
Annual Leave
 
1104.0
               
Long Service Leave
 
800.0
               
Public Holidays
 
80.0
 
24.8
 
876,878
 
(409,795)
 
467,083
                     
Leave Taken
 
1984.0
               
                     
                     
Eligible Termination Payments as at
09-Feb-07
                 
3 months pay in lieu of notice - Package
 
286,528
 
tax free
 
55,181
 
-
 
55,181
       
low tax rate 16.5%
 
129,751
 
(21,409)
 
108,342
       
Balance 31.5%
 
101,596
 
(32,003)
 
69,593
                     
                     
Redundancy - 24 Months Package
 
2,292,224
 
31.5%
 
2,292,224
 
(722,051)
 
1,570,173
                     
Redundancy - Bonus calculation 2 years
 
1,103,232
 
31.5%
 
1,103,232
 
(347,518)
 
755,714
Special Bonus
USD 100,000
@74 cents
     
135,135
 
(42,568)
 
92,568
                     
           
3,817,119
 
(1,165,548)
 
2,651,571