Exhibit
10.49
Description
of Compensation Arrangements for Certain Executive Officers
Following
is a description of the compensation arrangements for those current Executive
Officers of Constellation Brands, Inc. who were named in the Company’s proxy
statement for its 2006 annual meeting or who are expected to be named in the
Company's proxy statement for its 2007 annual meeting. The Company’s current
Executive Officers named in the 2006 proxy statement are (1) Richard
Sands, (2) Robert Sands, (3) Alexander L. Berk, and (4) Thomas S. Summer.
Stephen B. Millar, who was also an Executive Officer named in that proxy
statement, retired from his position of Chief Executive Officer, Constellation
Wines, effective February 28, 2006. At February 28, 2007, he no longer had
an
employment relationship with the Company. Specific compensation information
for
each of these individuals, other than Mr. Millar, for the fiscal year ended
February 28, 2007 (“FY 2007”) will be disclosed in the Company’s proxy statement
for its 2007 annual meeting and other specific compensation information is
disclosed from time to time as required by Form 8-K. The Company currently
anticipates that Thomas J. Mullin will be a Named Executive Officer in the
Company’s proxy statement for its 2007 annual meeting.
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. Berk and Summer, 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 Annual Report on Form 10-K for FY 2007 (the
“Form
10-K”). Mr. Summer is employed pursuant to a letter agreement, which is
incorporated by reference as Exhibit 10.36 to this Form 10-K. Mr. Summer’s
original offer letter also is filed through incorporation by reference as
Exhibit 10.35 to this Form 10-K. As previously announced, Mr. Summer will retire
from his position as Executive Vice President, Chief Financial Officer and
his
role as an Executive Officer effective May 15, 2007. The arrangements concerning
his employment following May 15, 2007 are also set forth in his current letter
agreement. While
Mr.
Mullin is an
“at-will” employee, his employment letter with the Company, which is filed
through incorporation by reference as Exhibit 10.39 to this Form 10-K, provides
that he would receive no less than 12 months of base compensation in the event
of a termination by the Company without cause.
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 at the
discretion of the Human Resources Committee. The following are the base salaries
(on an annual basis) of those Executive Officers identified below for FY 2007
and the fiscal year ending February 29, 2008 (“FY 2008”):
Name
and Title
|
FY
2007 Base Salary
|
FY
2008 Base Salary
|
|
|
|
Richard
Sands
Chairman
of the Board and
Chief
Executive Officer
|
$1,040,000
|
$1,081,600
|
|
|
|
Robert
Sands
President
and
Chief
Operating Officer
|
$
852,800
|
$
886,912
|
|
|
|
Alexander
L. Berk
Chief
Executive Officer,
Constellation
Beers and Spirits
|
$
608,159
|
$
632,485
|
|
|
|
Thomas
S. Summer
Executive
Vice President and Chief Financial Officer
|
$
487,675
|
$
507,181
|
|
|
|
Thomas
J. Mullin
Executive
Vice President and General Counsel
|
$
444,782
|
$
462,574
|
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, 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 2007 Fiscal Year Program
thereunder are filed through incorporation by reference as Exhibits 10.19
through 10.21 and 10.23 to the Form 10-K. The Human Resources Committee may
also, in its discretion, award other cash bonus compensation other than pursuant
to the Annual Management Incentive Plan.
Long-term
incentive awards 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 in the form of stock options under
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 (other than Richard Sands and Robert Sands) 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 matching contributions and profit sharing contributions.
That plan is generally available to salaried employees in the United States.
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.
Each of these two plans is filed through incorporation by reference as Exhibits
10.26 through 10.29 and 10.30 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 the use of a Company automobile and a club membership. Each other Executive
Officer, including the other Named Executive Officers, is eligible to receive
an
executive vehicle/auto allowance perquisite having an annual value of up
to
$9,600. Notwithstanding the foregoing, no Executive Officer who receives
a
vehicle/auto allowance benefit pursuant to an employment agreement is eligible
to receive this executive vehicle/auto allowance perquisite. 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.