EX10-5
Published on July 10, 2007
Exhibit
10.5
Constellation
Brands, Inc.
370
Woodcliff Drive, Suite 300
Fairport,
New York 14450
phone
585-218-3600
fax
585-218-3601
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[LOGO]
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Constellation
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April
26,
2007
Mr.
Robert
Ryder
2012
Denton
Drive
Cleveland
Heights,
OH 44106
Dear
Bob:
I
am pleased to extend an offer for you to join Constellation Brands, Inc. ("CB")
in the position of Executive Vice President, Chief Financial Officer reporting
to me.
With
regards to
your compensation, the following describes the package:
· |
Starting
biweekly base compensation of $19,615.38 ($510,000 per annum "Base
Compensation") subject to all deductions and withholdings required
by
law.
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· |
The
annual
bonus for your position has a target of 70% and a maximum of 140%
of Base
Compensation. The amount and specific terms of the bonus shall be
determined, in CB's sole discretion, by the CB officers, including
your
direct supervisor, and the Human Resources Committee of CB's Board
of
Directors. Currently the bonus is determined on a basis whereby 100%
is
dependent on Company financial performance (EBIT and free cash flow).
Your
FY08 bonus will be based on full-year participation and will not
be
prorated.
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· |
With
the
approval of the Human Resource Committee at its next meeting which
is
currently scheduled for in June 2007, you will receive an option
to
purchase 100,000 shares of CB Class A common stock at the market
price on
the date of the grant of such option. You will participate in the
company’s long-term incentive program and be eligible to receive stock
option grants under the plan as recommended by management and approved
by
the Human Resources Committee.
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· |
Your
relocation expenses will be paid in accordance with our Relocation
Policy
which shall be provided to you. Basically, all reasonable and customary
closing and relocation expenses will be covered with the exception
of home
purchase.
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· |
You
are
eligible for four (4) weeks paid time off (PTO) during each calendar
year
until such time as you become eligible for more paid time off under
our
paid time off policy, as such policy is amended from time to time.
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· |
You
will be
eligible for your first performance and compensation review to be
conducted and effective as of March 1,
2008.
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· |
You
will be
eligible to participate in all existing employee benefit plans as
you
become eligible under the terms of such plans as amended, added to
or
discontinued from time to time, such as the health care, disability
insurance, life insurance, 401(k) and profit sharing, and employee
stock
purchase plans. More information will be provided regarding a summary
of
employee benefits.
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Mr.
Robert
Ryder
April
26,
2007
Page
2
· |
In
the event
that the Company terminates your employment without cause, the Company
shall provide you with severance compensation (“Severance”) equal to one
year of your then current base compensation (excluding bonus), subject
to
your entering into the Company’s standard form of Severance
Agreement.
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· |
This
offer is
subject to the terms of the CB Employment
Application.
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· |
The
start
date for this position is to be
determined.
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Lastly, by executing this letter of agreement, you acknowledge and agree that your employment with CB is at will, meaning that it can be terminated by you or by CB at any time, with or without cause. You further understand and agree that this letter constitutes the entire agreement of the parties, and is governed by New York State law. You hereby consent to binding arbitration under the rules of the American Arbitration Association as they relate to commercial disputes in Rochester, NY as the sole and exclusive means for resolution of any disputes that may arise hereunder or in connection with your employment. No arbitration award shall include any punitive, incidental, consequential or special damages of any kind. Any such arbitration award may be entered in any court having appropriate jurisdiction. There are no other written or oral agreements of the parties, and this letter of agreement cannot be modified or amended, except in writing executed by an Executive Officer of CB.
If
you have additional questions regarding this offer, or any issues regarding
your
acceptance of this position, please call me within the next few
days.
Sincerely,
CONSTELLATION
BRANDS, INC.
/s/
Richard
Sands
Richard
Sands
Chairman
&
CEO
ACCEPTED
AND AGREED
TO:
/s/
Robert
Ryder
Date:
5/8/07
370
Woodcliff Drive, Suite 300, Fairport, New York 14450
phone
585-218-3600 / fax 585-218-3601
Constellation
Brands, Inc.
370
Woodcliff Drive, Suite 300
Fairport,
New York 14450
phone
585-218-3600
fax
585-218-3601
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[LOGO]
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||
Constellation
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May
8,
2007
Mr.
Robert
Ryder
2012
Denton
Drive
Cleveland
Heights,
OH 44106
Dear
Bob:
This
letter serves
as an addendum to our offer letter to you dated April 26, 2007, signed by
me.
Based
on
discussions with you, the following changes to the above referenced offer
letter
are being made:
a) |
The
number of
CB Class A stock options referenced in the third bullet point has
been
increased from 100,000 stock options to 150,000 stock options. This
new
amount remains subject to Human Resource Committee approval in our
scheduled June 2007 meeting.
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b) |
The
amount of
severance compensation found in the eighth (8th)
bullet
point (p. 2) has been increased to include a then target bonus i.e.,
target bonus percentage x base pay, in addition to the then base
compensation.
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Bob,
all other
portions of the job offer provided in the above mentioned letter (April 26,
2007) remain in effect and unchanged.
If
you have any questions regarding this offer, please call me. Otherwise, please
indicate your acceptance of this offer by signing and returning a signed
copy of
the April 26, 2007, letter and this addendum.
Sincerely,
CONSTELLATION
BRANDS, INC.
/s/
Richard Sands
Richard
Sands
Chairman
&
CEO
ACCEPTED
AND AGREED
TO:
/s/
Robert
Ryder
Date:
5/8/07