Exhibit
10.3
Description
of Compensation Arrangements for Non-Management Directors
Following
is a description of the current compensation arrangements for the non-management
directors of Constellation Brands, Inc.:
The
Company’s current compensation program for non-management directors for their
services as directors includes cash, restricted stock, and stock option
components.
The
cash
component consists of (i) an annual retainer of $60,000, payable in quarterly
installments of $15,000 at the beginning of each fiscal quarter; (ii) a Board
meeting fee of $2,500 for each Board meeting attended (which includes regular,
special and annual Board meetings and attendance in person or by conference
telephone); (iii) a committee meeting fee of $1,500 per meeting attended
(including by conference telephone); and (iv) an annual fee of $12,000 (payable
in quarterly installments of $3,000) to the Chair of the Audit Committee and
an
annual fee of $9,000 (payable in quarterly installments of $2,250) to the
position of Chairs of each of the Human Resources Committee and the Corporate
Governance Committee.
Long-term
incentive awards in the form of options and restricted stock are another element
of non-management director compensation. 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.
Each
non-management director receives annually, if and as approved by the Board
of
Directors, a stock option grant and a restricted stock award. The number of
shares that may be subject to an annual option grant will not exceed the number
obtained by dividing $70,000 by the closing price of a share of the Company’s
Class A Common Stock on the date of the grant. The number of shares of
restricted stock that may be awarded is calculated by dividing the sum of
$40,000 by the closing price of a share of the Company’s Class A Common Stock on
the date of grant. While the Board has the flexibility to determine at the
time of each grant or award the vesting provisions for that grant or award,
historically stock option grants vest six (6) months following the date of
grant
and annual awards of restricted stock vest one (1) year from the date of grant.
The plan, the form of Terms and Conditions Memorandum provided to non-management
directors who receive options and the form of restricted stock agreement are
filed as Exhibits 10.4 through 10.10, 10.12 and 10.13 to the Company’s Annual
Report on Form 10-K for the fiscal year ended February 28, 2006.
Non-management
directors are reimbursed for reasonable expenses incurred in connection with
their attendance at Board and committee meetings. They also receive
complimentary Company products having a value of up to $5,000 and 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.
Members
of the Board of Directors who are members of management serve without receiving
any additional fee or other compensation for their service on the
Board.