Exhibit
10.46
Description
of Compensation Arrangements for Certain Executive Officers
Following
is a description of the compensation arrangements for each of the Named
Executive Officers (as defined in Item 402(a)(3) of Regulation S-K) of
Constellation Brands, Inc. The Company’s Named Executive Officers are (1)
Richard Sands, (2) Robert Sands, (3) Stephen B. Millar, (4) Alexander L. Berk,
and (5) Thomas S. Summer. Specific compensation information for each of these
individuals for the fiscal year ended February 28, 2006 (“FY 2006”) will be
disclosed in the Company’s proxy statement for its 2006 annual meeting and other
specific compensation information is disclosed from time to time as required
by
Form 8-K.
Generally,
the compensation for these executive officers consists of base salary, annual
cash bonus compensation, long-term incentive compensation, the right to
participate in various benefit plans sponsored by the Company or a subsidiary
of
the Company, and perquisites. Each of the Named Executive Officers, other than
Messrs. Millar and Berk, is an “at-will” employee of the Company and serves at
the pleasure of the Board of Directors. Mr. Berk is employed pursuant to an
employment contract, which is filed through incorporation by reference as
Exhibits 10.2 and 10.3 to this Form 10-K for FY 2006 (the “Form 10-K”). As
previously announced, Mr. Millar retired from his position of Chief Executive
Officer, Constellation Wines, effective February 28, 2006, and his role as
an
executive officer. While he has retired from this position, he has retained
an
employment relationship with the Company and his employment contract is filed
with or through incorporation by reference as Exhibits 10.41 through 10.44
to
the Form 10-K. Mr. Summer’s original offer letter also is filed through
incorporation by reference as Exhibit 10.38 to the Form 10-K.
In
the
course of the employment relationship with each of the Company’s executive
officers, including each Named Executive Officer, the Company communicates
to
the executive officers the amount of base salary, target bonus opportunity,
and
long-term incentive compensation approved by the Human Resources Committee
of
the Board of Directors, which compensation is subject to change in the
discretion of the Human Resources Committee. The following are the base salaries
(on an annual basis) of the Company’s Named Executive Officers*
for FY
2006 and the fiscal year ending February 28, 2007 (“FY 2007”):
Name
and Title
|
FY
2006 Base Salary
|
FY
2007 Base Salary
|
|
|
|
Richard
Sands,
Chairman
of the Board and Chief Executive Officer
|
$1,000,000
|
$1,040,000
|
|
|
|
Robert
Sands,
President
and Chief Operating Officer
|
$820,000
|
$852,800
|
|
|
|
Alexander
L. Berk,
Chief
Executive Officer, Constellation Beers and Spirits
|
$584,768
|
$608,159
|
|
|
|
Thomas
S. Summer,
Executive
Vice President and Chief Financial Officer
|
$441,334
|
$487,675
|
___________________________
*
The
Company has previously announced that the remaining Named Executive Officer,
Stephen Millar, retired from his position of Chief Executive Officer,
Constellation Wines, effective February 28, 2006. While he has retained an
employment relationship with the Company, no action was taken with respect
to
his FY 2007 base salary. As previously reported, Mr. Millar’s base salary in FY
2006 was $726,294. Since Mr. Millar is paid in Australian dollars, this amount
was converted into United States dollars at a conversion rate of Australia
A$1 =
US$ 0.79.
The
annual cash bonus compensation for each of the Named Executive Officers is
determined by the Human Resources Committee pursuant to the Company’s Annual
Management Incentive Plan. Pursuant to that Plan, the Committee would award
cash
bonuses to participants in the event the Company attains one or more pre-set
performance targets. The Annual Management Incentive Plan and the 2006 Fiscal
Year Award Program thereunder are filed through incorporation by reference
as
Exhibits 10.19 through 10.22 to the Form 10-K.
Long-term
incentive awards in the form of options are another element of compensation
that
the Human Resources Committee makes available to employees, including Named
Executive Officers. Long-term incentive awards in the form of, among others,
stock options, stock appreciation rights and restricted stock are available
for
grant under the Company’s Long-Term Stock Incentive Plan and the Company’s
Incentive Stock Option Plan. These plans and the form of Terms and Conditions
Memorandum provided to recipients of options under each of these plans are
filed
with or through incorporation by reference as Exhibits 10.4 through 10.11 and
10.14 through 10.18 to the Form 10-K.
Named
Executive Officers also are eligible to participate in the Company’s 1989
Employee Stock Purchase Plan, an Internal Revenue Code Section 423 plan which
allows employees to purchase shares of Company Class A Common Stock at a
discount through salary deductions. This plan is filed through incorporation
by
reference as Exhibit 99.1 to the Form 10-K.
Named
Executive Officers who are resident in the United States are eligible to
participate in the Company’s 401(k) and Profit Sharing Plan, an Internal Revenue
Code Section 401(k) plan, under which the Company can make to each participant
a
matching contribution and a profit sharing contribution. That plan is generally
available to salaried employees.
In
addition, those Named Executive Officers who are resident in the United States
also are eligible to participate in the Company’s Supplemental Executive
Retirement Plan and the Company’s 2005 Supplemental Executive Retirement Plan.
Mr. Millar, who is a resident of Australia, is eligible to participate in the
Hardy Wine Company Superannuation Plan. These three plans are filed through
incorporation by reference as Exhibits 10.25 through 10.29 and 10.45 to the
Form
10-K.
The
current executive officers, including those who are Named Executive Officers,
also receive customary employee benefits, such as the ability to participate
in
the Company’s health insurance program, long-term and short-term disability
insurance programs, Paid Time Off (vacation/sick leave), and life insurance
programs. In addition, the current executive officers, including those who
are
Named Executive Officers, also have the ability to receive an expanded annual
physical health review on a voluntary basis.
Mr.
Berk
has use of a Company automobile and a club membership. The Company’s current
executive officers, including those who are Named Executive Officers, are
permitted to make personal use of the corporate aircraft. They also receive
complimentary wine and spirits products, are eligible to participate in a
matching contribution program of the Company whereby they can direct a portion
of the Company’s charitable contributions not in excess of $5,000, and also
receive miscellaneous nominal benefits. During FY 2006, Mr. Millar had use
of a
Company automobile and received air transportation services and telephone
services.