| [ ] | Preliminary Proxy Statement |
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [X] | Definitive Proxy Statement |
| [ ] | Definitive Additional Materials |
| [ ] | Soliciting Material Pursuant to Section 240.14a-12 |
| [X] | No fee required. | |
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[
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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(1)
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Title of each class of securities to which transaction applies: |
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(2)
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Aggregate number of securities to which transaction applies: |
| ____________________________________________ | ||
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(3)
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set forth
the
amount
on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction: | |
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(5)
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Total fee paid: |
| [ ] | Fee paid previously with preliminary materials. | |
| [ ] | Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which
the offsetting fee was paid previously.
Identify
the previous filing by registration statement number, or the Form
or
Schedule and the date of its filing.
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(1)
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Amount Previously Paid: | |
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(2)
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(3)
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(4)
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Date Filed: | |
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|
ANNUAL
MEETING OF
STOCKHOLDERS
|
| Very truly yours, |
| /s/ Richard Sands |
| RICHARD SANDS |
|
Chairman of the Board
|
| and Chief Executive Officer |
|
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD JULY 27, 2006
|
|
1.
|
To
elect directors of the Company (Proposal No. 1).
|
|
2.
|
To
consider and act upon a proposal to ratify the selection of KPMG
LLP,
Certified Public Accountants, as the Company’s independent public
accountants for the fiscal year ending February 28, 2007 (Proposal
No.
2).
|
|
3.
|
To
consider and act upon a proposal to approve The Constellation Brands
UK
Sharesave Scheme (Proposal No. 3).
|
|
4.
|
To
transact such other business as may properly come before the Meeting
or
any adjournment thereof.
|
| BY ORDER OF THE BOARD OF DIRECTORS |
| /s/ David S. Sorce |
| DAVID S. SORCE, Secretary |
|
PROXY
STATEMENT
|
|
Name
and Address of Beneficial Owner
|
Amount
and Nature
of
Beneficial Ownership (1)
|
Percent
of
Class
(1)
|
||
|
Sole
Power
to
Vote
or
Dispose
|
Shared
Power
to
Vote
or
Dispose
|
Total
|
||
|
Richard
Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
2,147,856
(2)
|
601,424 (2)
|
2,749,280
|
1.4%
|
|
Robert
Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
2,073,912
(4)
|
601,424 (4)
|
2,675,336
|
1.3%
|
|
CWC
Partnership-I
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
-
|
472,376 (5)
|
472,376
|
0.2%
|
|
Trust
for the benefit of Andrew Stern,
M.D.
under the will of Laurie Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
-
|
472,376 (6)
|
472,376
|
0.2%
|
|
Stockholders
Group Pursuant to
Section
13(d)(3) of the
Securities
Exchange Act of 1934,
as
amended (7)
|
-
|
4,823,192
(7)
|
4,823,192
|
2.4%
|
|
FMR
Corp.
82 Devonshire Street
Boston, MA 02109 (8)
|
(8)
|
(8)
|
16,646,339 (8)
|
8.3%
|
|
Capital
Research and Management Company
333 South Hope Street
Los Angeles, CA 90071 (9)
|
(9)
|
(9)
|
10,034,000 (9)
|
5.0%
|
|
Name
and Address of Beneficial Owner
|
Amount
and Nature
of
Beneficial Ownership (1)
|
Percent
of
Class
(1)
|
||
|
Sole
Power to
Vote
or
Dispose
|
Shared
Power
to
Vote
or Dispose
|
Total
|
||
|
Richard
Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
5,908,232
(2)
|
10,860,144
(2)
|
16,768,376
|
70.3%
|
|
Robert
Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
5,902,592
(4)
|
10,860,144
(4)
|
16,762,736
|
70.3%
|
|
Trust
for the benefit of Andrew Stern,
M.D.
under the will of Laurie Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
-
|
6,662,712
(6)
|
6,662,712
|
27.9%
|
|
CWC
Partnership-I
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
-
|
6,099,080
(5)
|
6,099,080
|
25.6%
|
|
Trust
for the benefit of the Grandchildren
of
Marvin and Marilyn Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
-
|
4,050,000 (10)
|
4,050,000
|
17.0%
|
|
Stockholders
Group Pursuant to
Section
13(d)(3) of the Securities
Exchange
Act of 1934, as amended (7)
|
-
|
22,670,968
(7)
|
22,670,968
|
95.1%
|
|
(1)
|
The
number of shares and the percentage of ownership set forth in the
Class A
Stock table includes the number of shares of Class A Stock that can
be
purchased by exercising stock options that are exercisable on May
31, 2006
or become exercisable within sixty (60) days thereafter (“presently
exercisable”) and reflects acceleration of the vesting of certain stock
options as discussed in footnote three of the Option Grants in Last
Fiscal
Year Table appearing at page 10 of this Proxy Statement. Additionally,
such number does not include the shares of Class A Stock issuable
pursuant
to the conversion feature of Class B Stock beneficially owned by
each
person. The number of shares and percentage of ownership assuming
conversion of Class B Stock into Class A Stock are contained in the
footnotes. For purposes of calculating the percentage of ownership
of
Class A Stock in the table and in the footnotes, additional shares
of
Class A Stock equal to the number of presently exercisable options
and, as
appropriate, the number of shares of Class B Stock owned by each
person
are assumed to be outstanding pursuant to Rule 13d-3(d)(1) under
the
Securities Exchange Act. Where the footnotes reflect shares of Class
A
Stock as being included, such shares are included only in the Class
A
Stock table and where the footnotes reflect shares of Class B Stock
as
being included, such shares are included only in the Class B Stock
table.
As of May 31, 2006, none of the beneficial owners of the Company’s Class A
Stock have reported any interest in the Company’s 5.75% Mandatory
Convertible Preferred Stock.
|
|
(2)
|
The
amount reflected as shares of Class A Stock over which Richard Sands
has
the sole power to vote or dispose includes 1,701,000 shares of Class
A
Stock issuable upon the exercise of options that are presently exercisable
by Mr. Sands and 1,000,000 shares of Class B Stock owned by a grantor
retained annuity trust, for which Richard Sands serves as trustee.
The
amounts reflected as shares over which Mr. Sands shares power to
vote or
dispose include, as applicable, 471,608 shares of Class A Stock and
5,431,712 shares of Class B Stock owned by CWC Partnership-I, a New
York
general partnership (“CWCP-I”), of which Richard Sands is a managing
partner, 147,432 shares of Class B Stock owned by the Marvin Sands
Master
Trust (the “Master Trust”), of which Richard Sands is a trustee and
|
|
|
beneficiary,
768 shares of Class A Stock and 667,368 shares of Class B Stock
owned by
M, L, R, & R, a New York general partnership (“MLR&R”), of which
Mr. Sands and the Master Trust are general partners, 563,632 shares
of
Class B Stock owned by CWC Partnership-II, a New York general partnership
(“CWCP-II”), of which Mr. Sands is a trustee of the managing partner,
4,050,000 shares of Class B Stock owned by the trust described
in footnote
(10) below, and 129,048 shares of Class A Stock owned by The Sands
Family
Foundation, Inc., a Virginia corporation (the “Sands Foundation”), of
which Mr. Sands is a director and officer. Mr. Sands disclaims
beneficial
ownership of all of the foregoing shares except to the extent of
his
ownership interest in CWCP-I and MLR&R and his beneficial interest in
the Master Trust. The amounts reflected do not include 29,120 shares
of
Class A Stock owned by Mr. Sands’ wife, individually and as custodian for
their children, the remainder interest Mr. Sands has in 1,433,336
of the
4,300,008 shares of Class A Stock subject to the life estate held
by
Marilyn Sands described in footnote (3) below or the remainder
interest of
CWCP-II in 1,447,812 of such shares. Mr. Sands disclaims beneficial
ownership with respect to all such shares. Assuming the conversion
of
Class B Stock beneficially owned by Mr. Sands into Class A Stock,
Mr.
Sands would beneficially own 19,517,656 shares of Class A Stock,
representing 8.9% of the outstanding Class A Stock after such
conversion.
|
|
(3)
|
Marilyn
Sands is the beneficial owner of a life estate in 4,300,008 shares
of
Class A Stock that includes the right to receive income from and
the power
to vote and dispose of such shares. The remainder interest in such
shares
is held by Richard Sands, Robert Sands and
CWCP-II.
|
|
(4)
|
The
amount reflected as shares of Class A Stock over which Robert Sands
has
the sole power to vote or dispose includes 1,491,600 shares of Class
A
Stock issuable upon the exercise of options that are presently exercisable
by Mr. Sands and 1,000,000 shares of Class B Stock owned by a grantor
retained annuity trust, for which Robert Sands serves as trustee.
The
amounts reflected as shares over which Mr. Sands shares power to
vote or
dispose include, as applicable, 471,608 shares of Class A Stock and
5,431,712 shares of Class B Stock owned by CWCP-I, of which Robert
Sands
is a managing partner, 147,432 shares of Class B Stock owned by the
Master
Trust, of which Robert Sands is a trustee and beneficiary, 768 shares
of
Class A Stock and 667,368 shares of Class B Stock owned by MLR&R, of
which Mr. Sands and the Master Trust are general partners, 563,632
shares
of Class B Stock owned by CWCP-II, of which Mr. Sands is a trustee
of the
managing partner, 4,050,000 shares of Class B Stock owned by the
trust
described in footnote (10) below, and 129,048 shares of Class A Stock
owned by the Sands Foundation, of which Mr. Sands is a director and
officer. Mr. Sands disclaims beneficial ownership of all of the foregoing
shares except to the extent of his ownership interest in CWCP-I and
MLR&R and his beneficial interest in the Master Trust. The amounts
reflected do not include 183,520 shares of Class A Stock owned by
Mr.
Sands’ wife, individually and as custodian for their children, the
remainder interest Mr. Sands has in 1,418,860 of the 4,300,008 shares
of
Class A Stock subject to the life estate held by Marilyn Sands described
in footnote (3) above or the remainder interest of CWCP-II in 1,447,812
of
such shares. Mr. Sands disclaims beneficial ownership with respect
to all
such shares. Assuming the conversion of Class B Stock beneficially
owned
by Mr. Sands into Class A Stock, Mr. Sands would beneficially own
19,438,072 shares of Class A Stock, representing 8.9% of the outstanding
Class A Stock after such
conversion.
|
|
(5)
|
The
amounts reflected include, as applicable, 768 shares of Class A Stock
and
667,368 shares of Class B Stock owned by MLR&R, of which CWCP-I is a
general partner. The shares owned by CWCP-I are included in the number
of
shares beneficially owned by Richard Sands and Robert Sands, the
managing
partners of CWCP-I, the Marital Trust (defined in footnote (6) below),
a
partner of CWCP-I which owns a majority in interest of the CWCP-I
partnership interests, and the group described in footnote (7) below.
The
other partners of CWCP-I are trusts for the benefit of Laurie Sands’
children. Assuming the conversion of Class B Stock beneficially owned
by
CWCP-I into Class A Stock, CWCP-I would beneficially own 6,571,456
shares
of Class A Stock, representing 3.2% of the outstanding Class A Stock
after
such conversion.
|
|
(6)
|
The
amounts reflected include, as applicable, 471,608 shares of Class
A Stock
and 5,431,712 shares of Class B Stock owned by CWCP-I, in which the
Trust
for the benefit of Andrew Stern, M.D. under the will of Laurie Sands
(the
“Marital Trust”) is a partner and owns a majority in interest of the
CWCP-I partnership interests, 563,632 shares of Class B Stock owned
by
CWCP-II, in which the Marital Trust is
|
|
|
a partner and owns a majority in interest of the CWCP-II partnership interests, and 768 shares of Class A Stock and 667,368 shares of Class B Stock owned by MLR&R, of which CWCP-I is a general partner. The Marital Trust disclaims beneficial ownership with respect to all of the foregoing shares except to the extent of its ownership interest in CWCP-I and CWCP-II. The amounts reflected do not include the remainder interest CWCP-II has in 1,447,812 of the 4,300,008 shares of Class A Stock subject to the life estate held by Marilyn Sands described in footnote (3) above. The Marital Trust disclaims beneficial ownership with respect to all such shares. Assuming the conversion of Class B Stock beneficially owned by the Marital Trust into Class A Stock, the Marital Trust would beneficially own 7,135,088 shares of Class A Stock, representing 3.5% of the outstanding Class A Stock after such conversion. |
|
(7)
|
The
group, as reported, consists of Richard Sands, Robert Sands, CWCP-I,
CWCP-II, and the trust described in footnote (10) (collectively,
the
“Group”). The basis for the Group consists of: (i) a Stockholders
Agreement among Richard Sands, Robert Sands and CWCP-I and (ii) the
fact
that the familial relationship between Richard Sands and Robert Sands,
their actions in working together in the conduct of the business
of the
Company and their capacity as partners and trustees of the other
members
of the Group may be deemed to constitute an agreement to “act in concert”
with respect to the Company’s shares. The members of the Group disclaim
that an agreement to act in concert exists. Except with respect to
the
shares subject to the Stockholders Agreement, the shares owned by
CWCP-I
and CWCP-II, and the shares held by the trust described in footnote
(10)
below and the Master Trust, no member of the Group is required to
consult
with any other member of the Group with respect to the voting or
disposition of any shares of the Company. Assuming the conversion
of Class
B Stock beneficially owned by the Group into Class A Stock, the Group
would beneficially own 27,494,160 shares of Class A Stock, representing
12.2% of the outstanding Class A Stock after such conversion. Of
the
shares of Class A Stock and Class B Stock held by the Group, 1,190,232
shares of Class A Stock and 5,405,893 shares of Class B Stock have
been
pledged under a credit facility with a financial institution by certain
members of the Group as collateral for loans made to such members
of the
Group and certain other Sands-related entities. In the event of
noncompliance with certain covenants under the credit facility, the
financial institution has the right to sell the pledged shares subject
to
certain protections afforded to the
pledgors.
|
|
(8)
|
The
number of shares equals the number of shares of Class A Stock reported
to
be beneficially owned by FMR Corp. and Edward C. Johnson 3d (collectively,
“FMR”) in its Schedule 13G (Amendment No. 4) dated February 14, 2006.
The
percentage of ownership reflected in the table is calculated on the
basis
of 199,922,154 shares of Class A Stock outstanding on May 31, 2006.
The
Schedule 13G (Amendment No. 4) indicates that of the 16,646,339 shares
beneficially owned by FMR through its control of various entities,
FMR has
sole voting power with respect to 550,339 shares and sole dispositive
power with respect to 16,646,339 shares. For further information
pertaining to FMR, reference should be made to FMR’s Schedule 13G
(Amendment No. 4) filed with the Securities and Exchange Commission.
With
respect to the information contained herein pertaining to shares
of Class
A Stock beneficially owned by FMR, the Company has relied solely
on the
information reported in FMR’s Schedule 13G (Amendment No. 4) and has not
independently verified FMR’s beneficial ownership as of May 31, 2006.
|
|
(9)
|
The
number of shares equals the number of shares of Class A Stock reported
to
be beneficially owned by Capital Research and Management Company
(“CRMC”)
in its Schedule 13G dated February 6, 2006. The percentage of ownership
reflected in the table is calculated on the basis of 199,922,154
shares of
Class A Stock outstanding on May 31, 2006. The Schedule 13G indicates
that
of the 10,034,000 shares beneficially owned by CRMC in its capacity
as an
investment advisor, CRMC has sole voting power with respect to 6,834,000
shares and has sole dispositive power with respect to 10,034,000
shares.
For further information pertaining to CRMC, reference should be made
to
CRMC’s Schedule 13G filed with the Securities and Exchange Commission.
With respect to the information contained herein pertaining to shares
of
Class A Stock beneficially owned by CRMC, the Company has relied
solely on
the information reported in CRMC’s Schedule 13G and has not independently
verified CRMC’s beneficial ownership as of May 31, 2006.
|
|
(10)
|
The
trust was created by Marvin Sands under the terms of an Irrevocable
Trust
Agreement dated November 18, 1987 (the “Trust”). The Trust is for the
benefit of the present and future grandchildren of Marvin and Marilyn
Sands. The Co-Trustees of the Trust are Richard Sands and Robert
Sands.
Unanimity of the Co-Trustees is required with respect to voting and
disposing of Class B Stock owned by the Trust. The shares owned by
the
Trust are included in the number of shares beneficially owned by
Richard
Sands, Robert Sands and the Group. Assuming the conversion of Class
B
Stock beneficially owned by the Trust into Class A Stock, the Trust
would
beneficially own 4,050,000 shares of Class A Stock, representing
2.0% of
the outstanding Class A Stock after such
conversion.
|
|
Annual
Compensation
|
Long-Term
Compensation
Awards
(2)
|
|||||
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Other
Annual Compen-
sation
(1)
|
Securities
Underlying
Options
(3)
|
All
Other
Compen-
sation
(4)
|
|
Richard
Sands,
Chairman of the Board and
Chief Executive Officer
|
2006
2005
2004
|
$1,000,000
950,000
875,500
|
$1,228,817
1,154,250
868,715
|
$161,178
(5)
121,524
(5)
88,729
(5)
|
156,200
282,800
212,200
|
$83,357
77,620
64,514
|
|
Robert
Sands,
President
and Chief
Operating Officer
|
2006
2005
2004
|
$820,000
750,000
618,000
|
$1,006,944
911,250
613,211
|
$147,196
(6)
113,850
(6)
-
|
128,000
231,800
167,600
|
$69,335
62,431
46,497
|
|
Stephen
B. Millar,
Chief Executive Officer,
Constellation Wines
(7)
|
2006
2005
2004
|
$690,715
652,834
553,703
|
$473,278
590,684
263,452
|
$74,753
(8)
54,934
(8)
98,796
(8)
|
64,800
141,400
431,212
|
$138,143
128,893
139,023
|
|
Alexander
L. Berk,
Chief Executive Officer,
Constellation Beers and Spirits
(9)
|
2006
2005
2004
|
$584,768
562,277
545,900
|
$493,310
630,200
610,731
|
-
-
-
|
53,800
84,600
81,000
|
$53,310
52,267
50,352
|
|
Thomas
S. Summer,
Executive Vice President and
Chief Financial Officer
|
2006
2005
2004
|
$441,334
424,360
412,000
|
$325,463
412,478
327,046
|
-
-
-
|
40,600
103,800
123,000
|
$40,291
37,778
32,997
|
|
(1)
|
None
of the Named Executives, other than as indicated, received any individual
perquisites or other personal benefits exceeding the lesser of $50,000
or
10% of the total salary and bonus reported for such executive officer
during the periods covered by the Summary Compensation Table.
|
|
(2)
|
None
of the Named Executives received any restricted stock awards or any
pay-outs under long-term incentive plans during the periods covered
by the
Summary Compensation Table.
|
|
(3)
|
The
securities consist of shares of Class A Stock underlying stock options.
|
|
(4)
|
Amounts reported for 2006 consist of: |
|
•
|
Company
401(k) contributions under the Company’s 401(k) and Profit Sharing Plan:
Richard Sands $6,531; Robert Sands $6,381; Alexander Berk $6,412;
and
Thomas Summer $6,378.
|
|
•
|
Company
profit sharing contributions under the Company’s 401(k) and Profit Sharing
Plan: Richard Sands $16,149; Robert Sands $16,149; Alexander Berk
$16,842;
and Thomas Summer $16,149.
|
|
•
|
Company
contributions under the Company’s 2005 Supplemental Executive Retirement
Plan: Richard Sands $60,677; Robert Sands $46,805; Alexander Berk
$30,056;
and Thomas Summer $17,764.
|
|
•
|
Company contributions to the Superannuation Plan for Stephen Millar: $138,143. |
|
(5)
|
The
amounts shown include $152,509 in 2006, $114,324 in 2005 and $83,959
in
2004 for use of the corporate
aircraft.
|
|
(6)
|
The
amounts shown include $135,047 in 2006 and $105,564 in 2005 for use
of the
corporate aircraft. No amount is shown for use of the corporate aircraft
in 2004.
|
|
(7)
|
Mr.
Millar joined the Company in April 2003 with the acquisition of BRL
Hardy
Limited (now known as Hardy Wine Company Limited) at which time he
became
an executive officer of the Company. Mr. Millar remains an employee
of
Hardy Wine Company Limited, even following his retirement on February
28,
2006, from the position Chief Executive Officer, Constellation Wines.
The
reported information for 2004 is the amount paid to him during the
portion
of the 2004 fiscal year that he was an executive officer of the Company.
As Mr. Millar remained an executive officer through the end of the
Company’s 2006 fiscal year, the reported information for 2006 is the
amount paid to him during the entire 2006 fiscal year. Mr. Millar
is paid
in Australian dollars. The amounts appearing in the table and footnotes
are converted into United States dollars using the weighted average
exchange rate for the indicated fiscal year. Specifically, amounts
were
converted to US dollars from Australian dollars at the weighted average
exchange rate of 0.7513 for 2006, the weighted average exchange rate
of
0.7385 for 2005 and the weighted average exchange rate of 0.7057
for 2004.
|
|
(8)
|
The
amounts shown include use of a motor vehicle in the amount of $60,399
in
2006, $42,301 in 2005 and $29,826 in 2004, and air transportation
services
in the amount of $55,184 in 2004.
|
|
(9)
|
Mr.
Berk is employed by Barton Incorporated, a wholly-owned subsidiary
of the
Company.
Mr.
Berk is also President and Chief Executive Officer of Barton
Incorporated.
|
|
Individual
Grants
|
Potential
Realizable
Value
at Assumed
Annual
Rates
of
Stock Price
Appreciation
for
Option
Term
|
|||||
|
Name
|
Number
of
Securities
Underlying
Options
Granted
(1)
|
%
of Total
Options
Granted
to
Employees
in
Fiscal
Year
|
Exercise
or Base Price ($/Sh) (2)
|
Expiration
Date
|
||
|
5%
|
10%
|
|||||
|
Richard
Sands
|
156,200
(3)
|
4.0
%
|
$
27.235
|
04/07/15
|
$
2,675,385
|
$
6,779,951
|
|
Robert
Sands
|
128,000
(3)
|
3.2
%
|
$
27.235
|
04/07/15
|
$
2,192,377
|
$
5,555,914
|
|
Stephen
B. Millar
|
64,800 (3)
|
1.6
%
|
$
27.235
|
04/07/15
|
$
1,109,891
|
$
2,812,681
|
|
Alexander
L. Berk
|
53,800 (3)
|
1.4
%
|
$
27.235
|
04/07/15
|
$
921,483
|
$
2,335,220
|
|
Thomas
S. Summer
|
40,600 (3)
|
1.0
%
|
$
27.235
|
04/07/15
|
$
695,395
|
$
1,762,266
|
|
(1)
|
The
securities consist of shares of Class A Stock underlying non-qualified
stock options that were granted pursuant to the Company’s Long-Term Stock
Incentive Plan, as amended (the “LTSIP”). The stock options were granted
for terms of no greater than 10 years, subject to earlier termination
upon
the occurrence of certain events related to termination of employment.
Under the LTSIP, the vesting of stock options accelerates in the
event of
a change of control, as defined in the LTSIP.
|
|
(2)
|
The
exercise price per share of each option is equal to the closing market
price of a share of Class A Stock on the date of grant.
|
|
(3)
|
This
option is 100% vested and fully exercisable as a result of action
taken by
the Board of Directors to accelerate, effective February 16, 2006,
all
stock options with a market condition performance accelerator based
on the
price of the Company’s Class A Stock (“PASOs”). As more fully discussed in
a Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 23, 2006, the Board of Directors, on February
16,
2006, approved the acceleration of the vesting of certain unvested
options
to purchase shares of the Company’s Class A Stock previously granted to
the employees, including its executive officers, under the Company’s LTSIP
and the Company’s Incentive Stock Option Plan. The acceleration of vesting
was effective for (i) all unvested PASOs outstanding on February
16, 2006
and (ii) certain unvested options that do not contain a market condition
performance accelerator (“non-PASOs”), including those non-PASOs held by
Mr. Millar. The purpose of the vesting acceleration of the PASOs
was to
enable the Company to prevent potential earnings volatility that
can be
caused by an unpredictable market condition performance accelerator.
The
acceleration of PASOs and non-PASOs also resulted in compensation
expense
not being recorded in the Company’s income statements for future periods
with respect to such options. All of Mr. Millar’s non-PASO options were
accelerated in connection with his retirement as Chief Executive
Officer,
Constellation Wines. The Stock Ownership of Management Table appearing
at
page 19 of this Proxy Statement also reflects these
accelerations.
|
|
Name
|
Shares
Acquired
on
Exercise
|
Value
Realized
|
Number
of Securities
Underlying
Unexercised
Options
at
FY-End (1)
|
Value
of Unexercised
In-the-Money
Options
at
FY-End (2)
|
||
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||
|
Richard
Sands
|
633,600
|
$
13,925,239
|
1,686,000
|
30,000
|
$
25,923,350
|
$
437,700
|
|
Robert
Sands
|
593,600
|
$
13,235,983
|
1,476,600
|
30,000
|
$
23,264,182
|
$
437,700
|
|
Stephen
B. Millar
|
50,000
|
$
786,295
|
537,412
|
-
|
$
5,855,535
|
-
|
|
Alexander
L. Berk
|
-
|
-
|
632,680
|
-
|
$
9,694,992
|
-
|
|
Thomas
S. Summer
|
325,440
|
$
6,768,976
|
337,400
|
30,000
|
$
3,715,333
|
$
437,700
|
|
(1)
|
The
securities consist of shares of Class A Stock underlying stock
options that were granted pursuant to Company plans that were approved
by
its stockholders.
|
|
(2)
|
The
indicated dollar values are calculated by determining the difference
between the closing price of the Class A Stock on the New York Stock
Exchange at the end of fiscal 2006 and the exercise price of each
indicated option.
|
| Human Resources Committee |
| Thomas C. McDermott (Chair) |
| Jeananne K. Hauswald |
| Paul L. Smith |
|
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
|
|
STZ
|
$100.00
|
$170.24
|
$154.30
|
$198.59
|
$335.35
|
$330.02
|
|
STZ.B
|
100.00
|
166.69
|
153.13
|
198.13
|
339.44
|
325.00
|
|
S
& P MidCap 400 Index
|
100.00
|
102.70
|
83.54
|
125.07
|
140.25
|
164.58
|
|
S
& P 500 Index
|
100.00
|
90.49
|
69.96
|
96.92
|
103.68
|
112.38
|
|
Peer
Group Index
|
100.00
|
102.33
|
87.05
|
119.09
|
115.83
|
123.91
|
|
Name
of Beneficial Owner
|
Class
A Stock (1)
|
Class
B Stock
|
|||
|
Shares
Beneficially Owned
|
|||||
|
Outstanding
Shares
(2)
|
Shares
Acquirable
within 60 days by Exercise of Options (3)
|
Percent
of Class Beneficially Owned
|
Shares
Beneficially
Owned
|
Percent
of Class Beneficially Owned
|
|
|
Richard
Sands
|
1,048,280
(4)
|
1,701,000 (4)
|
1.4%
(4)
|
16,768,376
(4)
|
70.3%
|
|
Robert
Sands
|
1,183,736
(4)
|
1,491,600 (4)
|
1.3%
(4)
|
16,762,736
(4)
|
70.3%
|
|
Alexander
L. Berk
|
46,286
|
632,680
|
*
|
-
|
*
|
|
Stephen
B. Millar
|
21,846 (5)
|
537,412
|
*
|
-
|
*
|
|
Thomas
S. Summer
|
59,337 (6)
|
352,400
|
*
|
-
|
*
|
|
Barry
A. Fromberg
|
514
|
-
|
*
|
-
|
*
|
|
Jeananne
K. Hauswald
|
6,936
|
46,727
|
*
|
-
|
*
|
|
James
A. Locke III
|
19,760
|
58,727
|
*
(7)
|
264
|
*
|
|
Thomas
C. McDermott
|
11,368
|
90,727
|
*
|
-
|
*
|
|
Paul
L. Smith
|
8,571
|
6,213
|
*
|
-
|
*
|
|
All
Executive Officers
and
Directors as a Group
(12
persons) (8)
|
1,813,838
|
5,588,892
|
3.6%
(8)
|
22,671,232
|
95.0%
|
|
(1)
|
The
shares and percentages of Class A Stock set forth in this table
do not
include (i) shares of Class A Stock that may be acquired within
sixty (60)
days by an employee under the Company’s Employee Stock Purchase Plan
(because such number of shares is not presently determinable) and
(ii)
shares of Class A Stock that are issuable pursuant to the conversion
feature of the Company’s Class B Stock, although such information is
provided in a footnote where appropriate. For purposes of calculating
the
percentage of Class A Stock beneficially owned in the table and
in the
footnotes, additional shares of Class A Stock equal to the number
of
presently exercisable options and, as appropriate, the number of
shares of
Class B Stock owned by the named person or by the persons in the
group of
executive officers and directors are assumed to be outstanding
only for
that person or group of persons pursuant to Rule 13d-3(d)(1) under
the
Securities Exchange Act.
|
|
(2)
|
Includes
the number of shares of Class A Stock that underlie any holdings
of CHESS
Depositary Interests.
|
|
(3)
|
Reflects
the number of shares of Class A Stock that can be purchased by
exercising
stock options that are exercisable on May 31, 2006 or become exercisable
within sixty (60) days thereafter and also reflects the February
16, 2006
acceleration of vesting of (i) all unvested options outstanding
on
February 16, 2006 with a market condition performance accelerator
based on
the price of the Company’s Class A Stock (“PASOs”) and (ii) certain
unvested options that do not contain a market condition performance
accelerator (“non-PASOs”), including those non-PASOs held by Mr. Millar.
Please see footnote three of the Option Grants in Last Fiscal Year
Table
appearing at page 10 of this Proxy Statement for a more detailed
discussion of these accelerations.
|
|
(4)
|
Includes
shares in which the named individual shares voting power or investment
discretion. See tables and footnotes under the caption “Beneficial
Ownership” for information with respect to such matters and for the number
and percentage of shares of Class A Stock that would be owned assuming
the
conversion of Class B Stock into Class A
Stock.
|
|
(5)
|
This
amount includes 19,550 shares of Class A Stock that underlie the
CHESS
Depositary Interests held by Mr. Millar. Such amount does not include
29,122 shares of Class A Stock that underlie the CHESS Depositary
Interests held by his spouse and for which Mr. Millar disclaims
beneficial
ownership.
|
|
(6)
|
Mr.
Summer shares the power to vote and dispose of 36,302 shares with
his
spouse. Such number does not include 1,600 shares of Class A Stock
that
his spouse holds as a custodian and for which Mr. Summer disclaims
beneficial ownership.
|
|
(7)
|
Assuming
the conversion of Mr. Locke’s 264 shares of Class B Stock into Class A
Stock, Mr. Locke would beneficially own 78,751 shares of Class
A Stock,
representing less than one percent (1%) of the outstanding Class
A Stock
after such conversion.
|
|
(8)
|
This
group consists of the Company’s current executive officers and directors.
Therefore, Mr. Millar, a former executive officer, is not included
in this
group. Assuming the conversion of a total of 22,671,232 shares
of Class B
Stock beneficially owned by the current executive officers and
directors
as a group into Class A Stock, this group would beneficially own
30,073,962 shares of Class A Stock, representing 13.2% of the outstanding
Class A Stock after such
conversion.
|
|
Barry
A. Fromberg
|
Director
since 2006
|
|
Jeananne
K. Hauswald
|
Director
since 2000
|
|
James
A. Locke III
|
Director
since 1983
|
|
Thomas
C. McDermott
|
Director
since 1997
|
|
Richard
Sands, Ph.D.
|
Director
since 1982
|
|
Robert
Sands
|
Director
since 1990
|
|
Paul
L. Smith
|
Director
since 1997
|
| Audit Committee |
| Paul L. Smith (Chair) |
| Barry A. Fromberg |
| Jeananne K. Hauswald |
| Thomas C. McDermott |
|
(a)
|
(b)
|
(c)
|
|
|
Plan
Category
|
Number
of securities
to
be issued upon
exercise
of
outstanding
options,
warrants
and rights
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
|
Number
of securities
remaining
available for
future
issuance under
equity
compensation plans
(excluding
securities
reflected
in column (a))
|
|
Equity
compensation plans approved by
security
holders
|
23,652,958
|
$14.43
|
32,152,816
|
|
Equity
compensation plans not approved by security holders (1)
|
-
|
-
|
1,776,116
|
|
Total
|
23,652,958
|
$14.43
|
33,928,932
|
| BY ORDER OF THE BOARD OF DIRECTORS |
| /s/ David S. Sorce |
| DAVID S. SORCE, Secretary |
|
·
|
the
integrity of the Company’s financial
statements,
|
|
·
|
the
Company’s compliance with legal and regulatory
requirements,
|
|
·
|
the
qualifications and independence of the independent accountants,
and
|
|
·
|
the
performance of the Company’s internal audit function and the Company’s
independent accountants;
|
|
·
|
Have
the direct authority to approve the engagement letter and the fees
to be
paid to the independent
accountants;
|
|
·
|
Pre-approve
all audit and non-audit services to be performed by the independent
accountants and the related fees for such services (subject to the
de
minimis
exceptions set forth in the Act and in SEC rules
thereunder);
|
|
·
|
Obtain
confirmation and assurance as to the independent accountants’
independence, including ensuring that they submit on a periodic basis
(not
less than annually) to the Audit Committee a formal written statement
delineating all relationships between the independent accountants
and the
Company. The Audit Committee is responsible for actively engaging
in a
dialogue with the independent accountants with respect to any disclosed
relationships or services that may impact the objectivity and independence
of the independent accountants and for taking appropriate action
in
response to the independent accountants’ report to satisfy itself of their
independence;
|
|
·
|
At
least annually, obtain and review a report by the independent accountants
describing: the firm’s internal quality-control procedures; any material
issues raised by the most recent internal quality-control review,
or peer
review, of the firm, or by any inquiry or investigation by governmental
or
professional authorities, within the preceding five years, respecting
one
or more independent audits carried out by the firm, and any steps
taken to
deal with any such issues; and, to assess the independent accountants’
independence, all relationships between the independent accountants
and
the Company;
|
|
·
|
Meet
with the independent accountants prior to the annual audit to discuss
planning and staffing of the audit;
|
|
·
|
Review
and evaluate the performance of the independent accountants, as the
basis
for any decision to reappoint or replace the independent
accountants;
|
|
·
|
Set
clear hiring policies for employees or former employees of the independent
accountants, as required by applicable laws and regulations;
and
|
|
·
|
Ensure
the regular rotation of audit partners on the audit engagement, as
required by applicable laws and regulations, and consider whether
rotation
of the independent accountant is required to ensure
independence.
|
|
·
|
Discuss
with the independent accountants the matters required to be discussed
by
Statement on Auditing Standards No. 61 (as may be modified or
supplemented) relating to the conduct of the
audit;
|
|
·
|
Review
significant changes in accounting or auditing
policies;
|
|
·
|
Review
with the independent accountants any problems or difficulties encountered
in the course of their audit, including any change in the scope of
the
planned audit work and any restrictions placed on the scope of such
work,
and management’s response to such problems or difficulties; and
|
|
·
|
Review
with the independent accountants, management, and the senior internal
auditing executive, the condition of the Company’s internal controls, and
any significant findings and recommendations with respect to such
controls.
|
|
·
|
Meet
periodically with management and the senior internal auditing executive
to
review and assess the Company’s major financial risk exposures and the
manner in which such risks are being monitored and controlled; and
discuss
guidelines and policies to govern the process by which risk assessment
and
management is undertaken;
|
|
·
|
Review,
in consultation with management and the senior internal auditing
executive, the plan and scope of internal audit activities;
and
|
|
·
|
Review
significant reports to management prepared by the internal auditing
department and management’s responses to such
reports.
|
|
A.
|
A
director will not be Independent if, (i) currently or within the
last
three years the director was employed by the Company; (ii) an immediate
family member of the director is or has been within the last three
years
an executive officer of the Company; (iii) the director or an immediate
family member of the director received, during any twelve-month period
within the last three years, more than $100,000 in direct compensation
from the Company (other than director and committee fees and pension
or
other forms of deferred compensation for prior service, and also
provided
such deferred compensation is not contingent in any way on continued
service); (iv) the director or an immediate family member of the
director
is a current partner of a firm that is the Company's internal or
external
auditor; (v) the director is a current employee of a firm that is
the
Company’s internal or external auditor; (vi) the director has an immediate
family member who is a current employee of a firm that is the Company’s
internal or external auditor and such immediate family member participates
in that firm’s audit, assurance or tax compliance (but not tax planning)
practice; (vii) the director or an immediate family member of the
director
was within the last three years (but is no longer) a partner or employee
of a firm that is the Company’s internal or external auditor and such
director or immediate family member personally worked on the Company’s
audit within that time; (viii) the director or an immediate family
member
of the director is, or has been within the last three years, employed
as
an executive officer of another company in which any of the Company’s
present executive officers at the same time serve or served on that
other
company’s compensation committee; or (ix) the director is a current
employee, or an immediate family member of the director is a current
executive officer, of a company that has made payments to, or received
payments from, the Company for property or services in an amount
which, in
any of the last three fiscal years, exceeded the greater of $1,000,000
or
two percent (2%) of such other company’s consolidated gross
revenues.
|
|
B.
|
The
following commercial or charitable relationships will not be considered
to
be material relationships that would impair a director’s independence: (i)
an immediate family member of the director is or was employed by
the
Company other than as an executive officer; (ii) if the director
or an
immediate family member of the director received $100,000 or less
in
direct compensation from the Company during any twelve-month period
(other
than director and committee fees and pension or other forms of deferred
compensation for prior service, and also provided such deferred
compensation is not contingent in any way on continued service);
(iii) if
an immediate family member of the director is employed by a present
or
former internal or external auditor of the Company and such family
member
does not participate in the firm’s audit, assurance or tax compliance (as
distinguished from tax planning) practice and did not personally
work on
the Company’s audit within the last three years; (iv) if an immediate
family member of the director was (but is no longer) a partner or
employee
of a present or former internal or external auditor of the Company
and did
not personally work on the Company’s audit within the last three years;
(v) if a Company director is or was an executive officer or employee,
partner or shareholder, or an immediate family member of the director
is
or was an executive officer, partner or shareholder of another company
that does business with the Company and the annual sales to, or purchases
from, the Company for property and/or services are less than or equal
to
the greater of $1,000,000 or two percent (2%) of the annual revenues
of
such other company; (vi) if a Company director is or was an executive
officer,
employee,
partner or shareholder of another company which is indebted to the
Company, or to which the Company is indebted, and the total amount
of
either company’s indebtedness to the other is less than or equal to two
percent (2%) of the total consolidated assets of the company for
which he
or she serves as an executive officer, employee, partner or shareholder;
and (vii) if a Company director serves or served as an officer, director
or trustee of a tax exempt organization, and the Company’s discretionary
contributions to the tax exempt organization are less than or equal
to the
greater of $1,000,000 or two percent (2%) of that organization’s total
annual consolidated gross revenues. The Board will annually review
all
commercial and charitable relationships of directors.
|
|
C.
|
In
assessing the materiality of a director’s relationship not covered by
paragraph B set forth above, the directors at the time sitting on
the
Board who are independent under the standards set forth in paragraphs
A
and B above shall determine whether the relationship is material
and,
therefore, whether the director would be independent. In such instance,
the Company will explain in the next proxy statement the basis for
any
Board determination that a relationship was immaterial despite the
fact it
did not meet the categorical standards of immateriality in paragraph
B
above.
|
|
D.
|
In
accordance with the NYSE’s Transition Rules, the three (3) year look back
period referenced in paragraph A above shall be a one (1) year look
back
period until November 4, 2004.
|
|
|
|
|
P
R
O
X
Y
|
CONSTELLATION
BRANDS, INC.
PROXY
FOR CLASS A COMMON STOCK
The
undersigned hereby appoints David S. Sorce and Thomas S. Summer,
or any
one of them, proxies for the undersigned with full power of
substitution
to vote all shares of CONSTELLATION BRANDS, INC. (the "Company")
that the
undersigned would be entitled to vote at the Annual Meeting
of
Stockholders of the Company to be held at the Rochester Riverside
Convention Center, 123 Main Street, Rochester, New York, on
Thursday, July
27, 2006, at 11:00 a.m. (local time), and any adjournment thereof
(the
"Meeting").
Class
A Stockholders, voting as a separate class, are entitled to
elect two
directors at the Meeting. Class A Stockholders and Class B
Stockholders,
voting as a single class, are entitled to elect five directors
at the
Meeting. Please refer to the Proxy Statement for details. Your
shares of
Class A Common Stock appear on the back of this card. PLEASE SIGN ON
THE BACK.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY. THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED
BY THE
UNDERSIGNED. THIS PROXY REVOKES ANY PRIOR PROXY GIVEN BY THE
UNDERSIGNED.
UNLESS AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES IS
SPECIFICALLY
WITHHELD, THE SHARES REPRESENTED BY A SIGNED PROXY WILL BE
VOTED
FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS AND, UNLESS OTHERWISE
SPECIFIED,
THE SHARES REPRESENTED BY A SIGNED PROXY WILL BE VOTED
FOR
PROPOSALS 2 AND 3.
TO
APPROVE THE BOARD OF DIRECTORS' RECOMMENDATIONS, SIMPLY SIGN
ON THE
BACK.
YOU NEED NOT MARK ANY BOXES.
CONTINUED
AND TO BE SIGNED ON REVERSE SIDE
Address
Change/Comments (Mark the corresponding box on the reverse
side)
|
|
Please
Mark
Here
for
Address
Change
SEE
REVERSE SIDE
|
[
]
|
|
Please
mark
your
votes as
indicated
in
this
example
|
[X]
|
|
1. Election
of Directors: To elect Directors as set forth in the Proxy
Statement.
|
FOR
ALL
NOMINEES
(except
as
noted
below)
|
[
]
|
WITHHELD
FROM
ALL
NOMINEES
|
[
]
|
|
|
Class
A Stockholders
are entitled to vote for the following:
01 Barry
A. Fromberg,
02
Jeananne K. Hauswald,
03
James A. Locke III,
04
Richard Sands,
05
Robert Sands,
06
Thomas C. McDermott,
07
Paul L. Smith
|
|
FOR
|
AGAINST
|
ABSTAIN
|
||
| 2. |
Proposal
to ratify the selection of KPMG LLP, Certified Public Accountants,
as the
Company's
independent
public accountants for the fiscal year ending February 28,
2007.
|
[
]
|
[
]
|
[
]
|
| 3. | Proposal to approve The Constellation Brands UK Sharesave Scheme. |
[
]
|
[
]
|
[
]
|
| 4. | In their discretion, the proxies are authorized to vote upon such other business not known at the time of the solicitation of this Proxy as may properly come before the Meeting or any adjournment thereof. | |||
|
Signature
_________________
|
Date
________
|
Signature
_________________
|
Date
________
|
|
Please
note that, this year, there are two (2)
proxy cards, one for Class A Stockholders and one for Class B
Stockholders. Stockholders who receive a Class A Common Stock proxy
card and a Class B Common Stock proxy card must sign and return
BOTH proxy cards in accordance with their respective instructions
to ensure the voting of shares of each class
owned.
|
|
|
|
|
P
R
O
X
Y
|
CONSTELLATION
BRANDS, INC.
PROXY
FOR CLASS B COMMON STOCK
The
undersigned hereby appoints David S. Sorce and Thomas
S. Summer, or any
one of them, proxies for the undersigned with full
power of substitution
to vote all shares of CONSTELLATION BRANDS, INC. (the
"Company") that the
undersigned would be entitled to vote at the Annual
Meeting of
Stockholders of the Company to be held at the Rochester
Riverside
Convention Center, 123 Main Street, Rochester, New
York, on Thursday, July
27, 2006, at 11:00 a.m. (local time), and any adjournment
thereof (the
"Meeting").
Class
A Stockholders, voting as a separate class, are entitled
to elect two
directors at the Meeting. Class A Stockholders and
Class B Stockholders,
voting as a single class, are entitled to elect five
directors at the
Meeting. Please refer to the Proxy Statement for details.
Your shares
of Class B Common Stock appear on the back of this card.
PLEASE SIGN
ON THE BACK.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY. THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED
BY THE
UNDERSIGNED. THIS PROXY REVOKES ANY PRIOR PROXY GIVEN
BY THE UNDERSIGNED.
UNLESS AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES
IS SPECIFICALLY
WITHHELD, THE SHARES REPRESENTED BY A SIGNED PROXY
WILL BE VOTED
FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS AND, UNLESS
OTHERWISE SPECIFIED,
THE SHARES REPRESENTED BY A SIGNED PROXY WILL BE VOTED
FOR
PROPOSALS 2 AND 3.
TO
APPROVE THE BOARD OF DIRECTORS' RECOMMENDATIONS, SIMPLY
SIGN ON THE
BACK.
YOU NEED NOT MARK ANY BOXES.
CONTINUED
AND TO BE SIGNED ON REVERSE SIDE
Address
Change/Comments (Mark the corresponding box on the
reverse
side)
|
|
Please
Mark
Here
for
Address
Change
SEE
REVERSE SIDE
|
[
]
|
|
Please
mark
your
votes as
indicated
in
this
example
|
[X]
|
|
1. Election
of Directors: To elect Directors as set forth in the
Proxy
Statement.
|
FOR
ALL
NOMINEES
(except
as
noted
below)
|
[
]
|
WITHHELD
FROM
ALL
NOMINEES
|
[
]
|
|
|
Class B
Stockholders
are entitled to vote for the following:
01 Barry
A. Fromberg,
02
Jeananne K. Hauswald,
03
James A. Locke III,
04
Richard Sands,
05
Robert Sands
|
|
FOR
|
AGAINST
|
ABSTAIN
|
||
| 2. |
Proposal
to ratify the selection of KPMG LLP, Certified Public
Accountants, as the
Company's independent
public accountants for the fiscal year ending February
28,
2007.
|
[
]
|
[
]
|
[
]
|
| 3. | Proposal to approve The Constellation Brands UK Sharesave Scheme. |
[
]
|
[
]
|
[
]
|
| 4. | In their discretion, the proxies are authorized to vote upon such other business not known at the time of the solicitation of this Proxy as may properly come before the Meeting or any adjournment thereof. | |||
|
Signature
_________________
|
Date
________
|
Signature
_________________
|
Date
________
|
|
Please
note that, this year, there are two (2)
proxy cards, one for Class A Stockholders and one for Class B
Stockholders. Stockholders who receive a Class A Common Stock proxy
card and a Class B Common Stock proxy card must sign and return
BOTH proxy cards in accordance with their respective
instructions
to ensure the voting of shares of each class
owned.
|
| Constellation Brands, Inc. |
All
correspondence to:
|
|
|
ARBN
103 442 646
Mark this box with an 'X' if you have made any changes
to your address
details [ ]
|
Computershare
Investor Services Pty Limited
GPO
Box 1903 Adelaide
South
Australia 5001 Australia
Enquiries
(within Australia) 1800 030 606
(outside
Australia) 61 3 9415 4000
Facsimile
61 8 8236 2305
www.computershare.com
|
|
[
]
|
CHESS
Depositary
Nominees
Pty Ltd (CDN)
(mark
with an 'X')
|
OR
|
__________________________________________
|
Write
here the name of the person you are appointing if this
person is
someone other than CDN.
|
|
For
|
Withheld
|
||
| 1.1 | Election of Barry A. Fromberg |
[
]
|
[
]
|
| 1.2 | Election of Jeananne K. Hauswald |
[
]
|
[
]
|
| 1.3 | Election of James A. Locke III |
[
]
|
[
]
|
| 1.4 | Election of Richard Sands |
[
]
|
[
]
|
| 1.5 | Election of Robert Sands |
[
]
|
[
]
|
|
1.6
|
Election
of Thomas C. McDermott
|
[
]
|
[
]
|
|
1.7
|
Election
of Paul L. Smith
|
[
]
|
[ ]
|
|
For
|
Against
|
Abstain*
|
||
|
2.
|
Proposal
to ratify the selection of KPMG LLP, Certified Public
Accountants, as the
Company's independent public accountants for the fiscal
year ending
February 28, 2007.
|
[
]
|
[
]
|
[
]
|
|
3.
|
Proposal
to approve The Constellation Brands UK Sharesave Scheme.
|
[
]
|
[
]
|
[
]
|
| Individual or Securityholder 1 | Securityholder 2 | Securityholder 3 |
|
____________________________________
|
___________________________________
|
____________________________________
|
| Sole Director and Sole Company Secretary | Director | Director/Company Secretary |
|
(a)
|
You
can give your voting instructions to CHESS Depositary
Nominees Pty Ltd
(CDN), which will vote the underlying shares on your
behalf;
or
|
|
(b)
|
You
can instruct CDN to appoint you or your nominee as proxy
to vote the
shares underlying your CDIs in person at the annual general
meeting of
Constellation Brands, Inc.
|
|
THE
CONSTELLATION BRANDS UK SHARESAVE SCHEME
Changes
to Scheme name and to limit (Rule 10.1) to reflect change
of Company name
and
stock split approved by Revenue on 25 March 2002
Board
resolved to amend limit in Rule 10.1 further with effect
from May 13 2002
(subject
to Revenue approval which was obtained on 1 May
2002)
Changes
to limit (Rule 10.1) to remove discretion to exceed the
cap on the number
of
shares
with consequent changes to rules 4.1 and 5.1 (subject to
Inland Revenue
and
Company
Stockholder approvals, which were obtained
on
4 May 2006 and [27] July 2006, respectively)
|
|||
|
CONTENTS
|
||
|
Clause
|
Page
|
|
|
1.
|
DEFINITIONS AND INTERPRETATION.............................................................................................................................
|
1
|
|
2.
|
ELIGIBILITY.........................................................................................................................................................................
|
2
|
|
3.
|
GRANT OF OPTIONS...........................................................................................................................................................
|
3
|
|
4.
|
LIMIT....................................................................................................................................................................................
|
6
|
|
5.
|
EXERCISE OF OPTIONS......................................................................................................................................................
|
6
|
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6.
|
TAKEOVER, RECONSTRUCTION AND WINDING UP.....................................................................................................
|
9
|
|
7.
|
VARIATION OF CAPITAL..................................................................................................................................................
|
10
|
|
8.
|
ALTERATIONS....................................................................................................................................................................
|
11
|
|
9.
|
MISCELLANEOUS...............................................................................................................................................................
|
11
|
|
10.
|
AVAILABLE
SHARES.........................................................................................................................................................
|
12
|
| 1. |
DEFINITIONS AND INTERPRETATION
|
| 1.1 |
In
this Scheme, unless the context otherwise
requires:-
|
| 1.1.1 |
in
the case of a 3-Year Option, the earliest date on which
the bonus is
payable,
|
| 1.1.2 |
in
the case of a 5-Year Option, the earliest date on which
a bonus is
payable, and
|
| 1.1.3 |
in
the case of a 7-Year Option, the earliest date on which
the maximum bonus
is payable;
|
| 1.2 |
Any
reference in this Scheme to any enactment includes a reference
to that
enactment as from time to time modified, extended or
re-enacted.
|
| 1.3 |
Expressions
in italics are for guidance only and do not form part of
this
Scheme.
|
| 2. |
ELIGIBILITY
|
| 2.1 |
Subject
to sub-rule 2.5 below, an individual is eligible to be
granted an option
on any day ("the
Grant Day")
if (and only if):-
|
| 2.1.1 |
he
is on the Grant Day an employee or director of a company
which is a
Participating Company; and
|
| 2.1.2 |
he
either satisfies the conditions specified in sub-rule 2.2
below or is
nominated by the Board for this
purpose.
|
| 2.2 |
The
conditions referred to in sub-rule 2.1.2 above are that
the
individual:-
|
| 2.2.1 |
shall
at all times during the qualifying period have been an
employee (but not a
director) or a full-time director of the Company or a company
which was
for the time being a Subsidiary;
and
|
| 2.2.2 |
was
at the relevant time chargeable to tax in respect of his
employment or
office under Case I of Schedule
E.
|
| 2.3 |
For
the purposes of sub-rule 2.2
above:-
|
| 2.3.1 |
the
relevant time
is
the date on which any invitation is given under Rule 3.6
below or such
other time during the period of 5 years ending with the
Grant Day as the
Board may determine (provided that no such determination
may be made if it
would have the effect that the qualifying period would
not fall within
that 5-year period);
|
| 2.3.2 |
there
shall be no qualifying period prior to the relevant time
unless the Board
determines otherwise (provided that no determination may
be made if it
would have the effect that the qualifying period would
not fall within the
said 5-year period);
|
| 2.3.3 |
an
individual shall be treated as a full-time
director
of
a company if he is obliged to devote to the performance
of the duties of
his office or employment with the company not less than
25 hours a
week;
|
| 2.3.4 |
Chapter
I of Part XIV of the Employment Rights Act 1996 shall have
effect, with
any necessary changes, for ascertaining the length of the
period during
which an individual shall have been an employee or a full-time
director
and whether he shall have been an employee or a full-time
director at all
times during that period.
|
| 2.4 |
Any
determination of the Board under paragraph 2.3.1 or 2.3.2
above shall have
effect in relation to every individual for the purpose
of ascertaining
whether he is eligible to be granted an option on the Grant
Day.
|
| 2.5 |
An
individual is not eligible to be granted an option at any
time if he is at
that time ineligible to participate in this Scheme by virtue
of paragraph
8 of Schedule 9 (material
interest in close company).
|
| 3. |
GRANT OF OPTIONS
|
| 3.1 |
Subject
to Rule 4 below, the Board may grant an option to acquire
shares of Common
Stock which satisfy the requirements of paragraphs 10 to
14 of Schedule
9
(fully paid up, unrestricted, ordinary share capital),
upon the terms set out in this Scheme, to any individual
who:-
|
| 3.1.1 |
is
eligible to be granted an option in accordance with Rule
2 above,
and
|
| 3.1.2 |
has
applied for an option and proposed to make a Savings Contract
in
connection with it (with a Savings Body approved by the
Board) in the form
and manner prescribed by the Board,
|
| 3.2 |
The
type of option to be granted to an individual, that is
to say a 3-Year
Option, a 5-Year Option or a 7-Year Option, shall be determined
by the
Board or, if the Board so permits, by the individual; and
for this
purpose:-
|
| 3.2.1 |
a
3-Year
Option
is
an option in connection with which a three year Savings
Contract is to be
made and in respect of which, subject to sub-rule 4.3 below,
the repayment
is to be taken as including the
bonus;
|
| 3.2.2 |
a
5-Year
Option
is
an option in connection with which a five year Savings
Contract is to be
made and in respect of which, subject to sub-rule 4.3 below,
the repayment
is to be taken as including a bonus other than the maximum
bonus;
and
|
| 3.2.3 |
a
7-Year
Option
is
an option in connection with which a five year Savings
Contract is to be
made and in respect of which the repayment is to be taken
as including the
maximum bonus.
|
| 3.3 |
The
amount of the monthly contribution under the Savings Contract
to be made
in connection with an option granted to an individual shall,
subject to
sub-rule 4.3 below, be the amount which the individual
shall have
specified in his application for the option that he is
willing to pay or,
if lower, the maximum permitted amount, that is to say,
the maximum amount
which:-
|
| 3.3.1 |
when
aggregated with the amount of his monthly contributions
under any other
Savings Contract linked to this Scheme or to any other
savings-related
share option scheme approved under Schedule 9, does not
exceed £250 or
such other maximum amount as may for the time being be
permitted by
paragraph 24(2)(a) of Schedule 9;
|
| 3.3.2 |
does
not exceed the maximum amount for the time being permitted
under the terms
of the Savings Contract; and
|
| 3.3.3 |
when
aggregated with the amount of his monthly contributions
under any other
Savings Contract linked to this Scheme, does not exceed
any maximum amount
determined by the Board.
|
| 3.4 |
The
number of shares of Common Stock in respect of which an
option may be
granted to any individual shall be the maximum number which
can be paid
for, at the price determined under sub-rule 3.5 below,
with monies equal
to the amount of the repayment due on the Bonus Date under
the Savings
Contract to be made in connection with the
option.
|
| 3.5 |
The
price at which shares of Common Stock may be acquired by
the exercise of
options of a particular type granted on any day shall be
a price
denominated in US dollars which is determined by the Board
and stated on
that day, provided that:-
|
| 3.5.1 |
if
shares of Common Stock are quoted on the New York Stock
Exchange, the
price shall not be less than the Specified Percentage of
the closing price
of shares of Common Stock on the New York Stock Exchange
(as reported by
such Exchange) on:
|
| (a) |
the
dealing day last preceding the date on which invitations
to apply for the
options were given pursuant to sub-rule 3.6 below,
or
|
| (b) |
if
that dealing day does not fall within the period of 30
days (or, where
sub-rule 4.3 below applies, 42 days) ending with the day
on which the
options are granted or falls prior to the date on which
the Company last
announced its results, on the dealing day last preceding
the day on which
the options
|
|
are
granted or such other dealing day as may be agreed with
the Inland
Revenue;
|
| 3.5.2 |
if
sub-rule 3.5.1 above does not apply, the price shall not
be less than the
Specified Percentage of the market value (within the meaning
of Part VIII
of the Taxation of Chargeable Gains Act 1992) of shares
of Common Stock,
as agreed in advance for the purposes of this Scheme with
the Shares
Valuation Division of the Inland Revenue, on
-
|
| (a) |
the
date on which invitations to apply for the options were
given pursuant to
sub-rule 3.6 below, or
|
| (b) |
if
that date does not fall within the period of 30 days (or,
where sub-rule
4.3 below applies, 42 days) ending with the day on which
the options are
granted, on the day on which the options are granted or
such other day as
may be agreed with the Inland Revenue;
and
|
| 3.5.3 |
in
the case of an option to acquire shares of Common Stock
only by
subscription, the price shall not be less than the nominal
value of those
shares;
|
| 3.6 |
The
Board shall ensure that, in relation to the grant of options
on any
day:-
|
| 3.6.1 |
every
individual who is eligible to be granted an option on that
day has been
given an invitation;
|
| 3.6.2 |
the
invitation specifies a period of not less than 14 days
in which an
application for an option may be made;
and
|
| 3.6.3 |
every
eligible individual who has applied for an option as mentioned
in sub-rule
3.1 above is in fact granted an option on that
day.
|
| 3.7 |
An
invitation to apply for an option may only be given within
the period of
10 years beginning with the date on which this Scheme is
adopted by the
Company.
|
| 3.8 |
An
option granted to any person:-
|
| 3.8.1 |
shall
not, except as provided in sub-rule 5.3 below, be capable
of being
transferred by him; and
|
| 3.8.2 |
shall
lapse forthwith if he is adjudged
bankrupt.
|
| 4. |
LIMIT
|
| 4.1 |
No
options shall be granted to acquire a number of shares
of Common Stock
which exceeds any number ("the Limit") determined by the
Board using the
sterling/US dollar exchange rate at the date the invitation
to enter a
Savings Contract closes.
|
| 4.2 |
If
the grant of options on any day would but for this sub-rule
cause the
Limit to be exceeded, the provisions set out in sub-rule
4.3 below shall
be successively applied (in the order in which they are
set out) so far as
is necessary to ensure that the Limit is not
exceeded.
|
| 4.3 |
Those
provisions are:-
|
| 4.3.1 |
any
option which would otherwise be a 7-Year Option shall be
a 5-Year
Option;
|
| 4.3.2 |
the
repayment under the Savings Contract shall be taken as
not including a
bonus;
|
| 4.3.3 |
unless
paragraph 4.3.4 below applies, the amount of the monthly
contribution
determined under sub-rule 3.3 above shall be taken as successively
reduced
by 0.5 per cent. thereof, 1 per cent. thereof, 1.5 per
cent. thereof and
so on and then rounded up to the nearest pound, but shall
not be reduced
to less than the minimum amount permitted under the terms
of the Savings
Contract;
|
| 4.3.4 |
if
the Board shall have decided that this paragraph is to
apply, for the
purpose of determining the amount of the monthly contribution,
the maximum
permitted amount referred to in sub-rule 3.3 above shall
be taken as
successively reduced by £1, £2, £3 and so on, but shall not be reduced to
less than the minimum amount permitted under the terms
of the Savings
Contract;
|
| 4.3.5 |
any
option which would otherwise be a 5-Year Option shall be
a 3-Year
Option;
|
| 4.3.6 |
the
Board shall not grant any options on the day in
question.
|
| 5. |
EXERCISE OF OPTIONS
|
| 5.1 |
The
exercise of any option shall be effected in the form and
manner prescribed
by the Board, provided that the monies paid for shares
of Common Stock on
such exercise shall not exceed the amount of the repayment
made and any
interest paid under the Savings Contract made in connection
with the
option, so that if the prevailing sterling/US dollar exchange
rate at the
time of exercise of any option has fluctuated to the extent
that fewer
shares may be purchased by a Participant than the maximum
amount over
which the Participant has been granted options, the Board
will adjust
downwards when allotting the shares to the
Participant.
|
| 5.2 |
Subject
to sub-rules 5.3, 5.4 and 5.6 below and to Rule 6 below,
an option shall
not be capable of being exercised before the Bonus
Date.
|
| 5.3 |
Subject
to sub-rule 5.8 below:-
|
| 5.3.1 |
if
any Participant dies before the Bonus Date, any option
granted to him may
(and must, if at all) be exercised by his personal representatives
within
12 months after the date of his death, and
|
| 5.3.2 |
if
he dies on or within 6 months after the Bonus Date, any
option granted to
him may (and must, if at all) be exercised by his personal
representatives
within 12 months after the Bonus
Date,
|
| 5.4 |
Subject
to sub-rule 5.8 below, if any Participant ceases to hold
the office or
employment by virtue of which he is eligible to participate
in this Scheme
(otherwise than by reason of his death), the following
provisions apply in
relation to any option granted to
him:-
|
| 5.4.1 |
if
he so ceases by reason of injury, disability, redundancy
within the
meaning of the Employment Rights Act 1996, or retirement
on reaching the
age of 65 or any other age at which he is bound to retire
in accordance
with the terms of his contract of employment, the option
may (and subject
to sub-rule 5.3 above must, if at all) be exercised within
6 months of his
so ceasing;
|
| 5.4.2 |
if
he so ceases by reason only that the office or employment
is in a company
of which the Company ceases to have control, or relates
to a business or
part of a business which is transferred to a person who
is neither an
Associated Company of the Company nor a company of which
the Company has
control, the option may (and subject to sub-rule 5.3 above
must, if at
all) be exercised within 6 months of his so
ceasing;
|
| 5.4.3 |
if
he so ceases for any other reason within 3 years of the
grant of the
option, the option may not be exercised at
all;
|
| 5.4.4 |
if
he so ceases for any other reason (except for dismissal
for misconduct)
more than 3 years after the grant of the option, the option
may (and
subject to sub-rule 5.3 above must, if at all) be exercised
within 6
months of his so ceasing.
|
| 5.5 |
Subject
to sub-rule 5.8 below, if, at the Bonus Date, a Participant
holds an
office or employment with a company which is not a Participating
Company
but which is an Associated Company or a company of which
the Company has
control, any option granted to him may (and subject to
sub-rule 5.3 above
must, if at all) be exercised within 6 months of the Bonus
Date.
|
| 5.6 |
Subject
to sub-rule 5.8 below, where any Participant continues
to hold the office
or employment by virtue of which he is eligible to participate
in this
Scheme after the date on which he reaches the age of 65,
he may exercise
any option within 6 months of that
date.
|
| 5.7 |
Subject
to sub-rule 5.3 above, an option shall not be capable of
being exercised
later than 6 months after the Bonus
Date.
|
| 5.8 |
Where,
before an option has become capable of being exercised,
the Participant
gives notice that he intends to stop paying monthly contributions
under
the Savings Contract made in connection with the option,
or is deemed
under its terms to have given such notice, or makes an
application for
repayment of the monthly contributions paid under it, the
option may not
be exercised at all.
|
| 5.9 |
A
Participant shall not be treated for the purposes of sub-rules
5.3 and 5.4
above as ceasing to hold the office or employment by virtue
of which he is
eligible to participate in this Scheme until he ceases
to hold an office
or employment in the Company or any Associated Company
or company of which
the Company has control, and a female Participant who ceases
to hold the
office or employment by virtue of which she is eligible
to participate in
this Scheme by reason of pregnancy or confinement and who
exercises her
right to return to work under the Employment Rights Act
1996 before
exercising her option shall be treated for the purposes
of sub-rule 5.4
above as not having ceased to hold that office or
employment.
|
| 5.10 |
A
Participant shall not be eligible to exercise an option
at any
time:-
|
| 5.10.1 |
unless,
subject to sub-rules 5.4 and 5.5 above, he is at that time
a director or
employee of a Participating
Company;
|
| 5.10.2 |
if
he is not at that time eligible to participate in this
Scheme by virtue of
paragraph 8 of Schedule 9 (material
interest in close company).
|
| 5.11 |
An
option shall not be capable of being exercised more than
once.
|
| 5.12 |
Within
30 days after an option has been exercised by any person,
the Board shall
allot to him (or a nominee for him) or, as appropriate,
procure the
transfer to him (or a nominee for him) of the number of
shares of Common
Stock in respect of which the option has been exercised,
provided
that:-
|
| 5.12.1 |
the
Board considers that the issue or transfer thereof would
be lawful in all
relevant jurisdictions; and
|
| 5.12.2 |
in
a case where a Participating Company is obliged to (or
would suffer a
disadvantage if it were not to) account for any tax (in
any jurisdiction)
for which the person in question is liable by virtue of
the exercise of
the option and/or for any social security contributions
recoverable from
the person in question (together, the "Tax Liability"),
that person has
either:
|
| (a) |
made
a payment to the Participating Company of an amount equal
to the Tax
Liability; or
|
| (b) |
entered
into arrangements acceptable to that or another Participating
Company to
secure that such a payment is made (whether by authorising
the sale of
some or all of the shares of Common Stock on his behalf
and the payment to
the Participating Company of the relevant amount out of
the proceeds of
sale or otherwise).
|
| 5.13 |
All
shares of Common Stock allotted under this Scheme shall
rank equally in
all respects with shares of Common Stock then in issue
except for any
rights attaching to such shares of Common Stock by reference
to a record
date before the date of the allotment.
|
| 5.14 |
If
shares of Common Stock are listed on any stock exchange,
the Company shall
apply to that stock exchange for any shares of Common Stock
so allotted to
be admitted thereto.
|
| 6. |
TAKEOVER, RECONSTRUCTION AND WINDING UP
|
| 6.1 |
If
any person obtains control of the Company as a result of
making a general
offer to acquire shares in the Company, or having obtained
control makes
such an offer, the Board shall within 7 days of becoming
aware thereof
notify every Participant thereof and, subject to sub-rules
5.3, 5.4, 5.7
and 5.8 above, any option may be exercised within one month
(or such
longer period as the Board may permit) of the notification,
but not later
than 6 months after that person has obtained
control.
|
| 6.2 |
For
the purposes of sub-rule 6.1 above, a person shall be deemed
to have
obtained control of the Company if he and others acting
in concert with
him have together obtained control of
it.
|
| 6.3 |
If
a compromise or arrangement is effected for the purposes
of or in
connection with a scheme for the reconstruction of the
Company or its
amalgamation with any other company or companies, or if
the Company passes
a resolution for voluntary winding up, the Board shall
forthwith notify
every Participant thereof and, subject to sub-rules 5.3,
5.4, 5.7 and 5.8
above, any option may be exercised within one month of
the notification,
but to the extent that it is not exercised within that
period shall
(notwithstanding any other provision of this Scheme) lapse
on the
expiration of that period.
|
| 6.4 |
If
any company ("the acquiring
company"):-
|
| 6.4.1 |
obtains
control of the Company as a result of making-
|
| (a) |
a
general offer to acquire the whole of the issued ordinary
share capital of
the Company which is made on a condition such that if it
is satisfied the
acquiring company will have control of the Company,
or
|
| (b) |
a
general offer to acquire all the shares in the Company
which are of the
same class as the shares which may be acquired by the exercise
of options
granted under this Scheme,
|
| 6.5 |
The
new option shall not be regarded for the purposes of sub-rule
6.4 above as
equivalent to the old option unless the conditions set
out in paragraph
15(3) of Schedule 9 are satisfied, but so that the provisions
of this
Scheme shall for this purpose be construed as
if:-
|
| 6.5.1 |
the
new option were an option granted under this Scheme at
the same time as
the old option;
|
| 6.5.2 |
except
for the purposes of the definitions of "Participating Company"
and
"Subsidiary" in sub-rule 1.1 and sub-rules 5.4.2, 5.5 and
5.9 above, the
expression "the Company" were defined as "a company whose
shares may be
acquired by the exercise of options granted under this
Scheme";
|
| 6.5.3 |
the
Savings Contract made in connection with the old option
had been made in
connection with the new option;
|
| 6.5.4 |
the
Bonus Date in relation to the new option were the same
as that in relation
to the old option.
|
| 7. |
VARIATION OF CAPITAL
|
| 7.1 |
Subject
to sub-rule 7.3 below, in the event of any variation of
the share capital
of the Company, the Board may make such adjustments as
it considers
appropriate under sub-rule 7.2
below.
|
| 7.2 |
An
adjustment made under this sub-rule shall be to one or
more of the
following:-
|
| 7.2.1 |
the
price at which shares of Common Stock may be acquired by
the exercise of
any option;
|
| 7.2.2 |
where
any option has been exercised but no shares of Common Stock
have been
allotted or transferred pursuant to the exercise, the price
at which they
may be acquired;
|
| 7.2.3 |
the
number of shares of Common Stock mentioned in Rule 10
below.
|
| 7.3 |
At
a time when this Scheme is approved by the Inland Revenue
under Schedule
9, no adjustment under sub-rule 7.2 above shall be made
without the prior
approval of the Inland Revenue.
|
| 7.4 |
An
adjustment under sub-rule 7.2 above may have the effect
of reducing the
price at which shares of Common Stock may be acquired by
the exercise of
an option to less than their nominal value, but only if
and to the extent
that the Board shall be authorised to capitalise from the
reserves of the
Company a sum equal to the amount by which the nominal
value of the shares
of Common Stock in respect of which the option is exercised
exceeds the
price at which such shares may be subscribed for and to
apply that sum in
paying up that amount on such shares; and so that on the
exercise of any
option in respect of which such a reduction shall have
been made the Board
shall capitalise that sum (if any) and apply it in paying
up that
amount.
|
| 8. |
ALTERATIONS
|
| 9. |
MISCELLANEOUS
|
| 9.1 |
The
rights and obligations of any individual under the terms
of his office or
employment with the Company or a Subsidiary shall not be
affected by his
participation in this Scheme or any right which he may
have to participate
in it, and an individual who participates in it shall waive
all and any
rights to compensation or damages in consequence of the
termination of his
office or employment for any reason whatsoever insofar
as those rights
arise or may arise from his ceasing to have rights under
or be entitled to
exercise any option as a result of such
termination.
|
| 9.2 |
In
the event of any dispute or disagreement as to the interpretation
of this
Scheme, or as to any question or right arising from or
related to this
Scheme, the decision of the Board shall be final and binding
upon all
persons.
|
| 9.3 |
The
Company and any Subsidiary may provide money to the trustees
of any trust
or any other person to enable them or him to acquire shares
of Common
Stock to be held for the purposes of this Scheme, or enter
into any
guarantee or indemnity for those purposes, to the extent
permitted by any
applicable laws.
|
| 9.4 |
Any
notice or other communication under or in connection with
this Scheme may
be given by personal delivery or by sending it by post,
in the case of a
company to its registered office, and in the case of an
individual to his
last known address, or, where he is a director or employee
of the Company
or a Subsidiary, either to his last known address or to
the address of the
place of business at which he performs the whole or substantially
the
whole of the duties of his office or
employment.
|
| 10. |
AVAILABLE
SHARES
|
| 10.1 |
No
more than 2,000,000 shares of Common Stock shall be made
available under
this Scheme, provided that this number may be adjusted
by the Board as
provided for in Rule 7.2.3 above.
|
| 10.2 |
The
shares of Common Stock to be made available under this
Scheme may be
authorised and unissued shares of Common Stock, previously
issued shares
of Common Stock acquired by the Company and held as treasury
shares or
shares of Common Stock purchased in the open
market.
|