Exhibit
99.1
AMENDMENT
NUMBER 3
TO
THE
CONSTELLATION
BRANDS, INC.
ANNUAL
MANAGEMENT INCENTIVE PLAN
This
Amendment Number 3 to the Constellation Brands, Inc. Annual Management Incentive
Plan (the “Plan”)
is
adopted pursuant to Section 8 of the Plan by the Human Resources Committee
of
the Board of Directors of Constellation Brands, Inc. (the “Company”).
Capitalized terms used herein which are not otherwise defined shall have
the
meanings ascribed to them in the Plan and Annex A thereto. This amendment
shall
become effective as of the date set forth below and is subject to shareholder
approval.
1. The
first
sentence of the third paragraph of Section 3 is amended to replace the reference
to “$2 million” with “$5 million”.
2. The
definition of “Disability”
in
Annex A to the Plan is replaced with the following:
“Disability”
means,
unless the Committee specifies otherwise in a Participant’s Award document, a
termination of employment due to the inability of a Participant to engage
in any
substantial gainful activity by reason of any medically determinable physical
or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than six months,
all as verified by a physician acceptable to, or selected by, the
Committee.
3. The
definition of “Performance
Criteria”
in
Annex A to the Plan is amended by replacing the reference to “and (m) market
share in one or more business segments or product lines” with “(m) market share
in one or more business segments or product lines, (n) earnings before interest
and taxes, (o) units of specified products sold or depleted, (p) free cash
flow,
(q) sales growth, (r) capital expenditures, (s) working capital, (t) inventory,
(u) cash flow from operations or (v) gross margin”.
4. The
definition of “Retirement”
in
Annex A to the Plan is replaced with the following:
“Retirement”
means
a
termination of employment by an employee who is at least 60 years of age
and
after at least 10 years of service with the Company. For an individual who
becomes employed by the Company in connection with a business acquisition
(regardless of the form of the transaction), service shall include the
individual’s service with the acquired business, unless the Committee determines
otherwise.
In
witness whereof, Constellation Brands, Inc. has caused this instrument to be
executed as of April 27, 2007.
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CONSTELLATION
BRANDS, INC.
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By:
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/s/
L.D. Watson
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Name:
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L.
Denise Watson
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Title:
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SVP,
Global Compensation & Benefits
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