EX-99.3
Published on July 31, 2007
Exhibit
99.3
[LOGO]
Constellation
MEMORANDUM
TERMS
AND
CONDITIONS OF STOCK OPTIONS
_________________________
The
CONSTELLATION BRANDS, INC. Long-Term Stock Incentive Plan, as amended from
time
to time (the “Plan”), enables Constellation Brands, Inc. (the “Company”) to
grant stock options to purchase Class A Common Stock, par value $.01 per share,
of the Company (a “Share” or the “Shares”) to employees and directors of the
Company (each, when granted a stock option, an “Optionee”). The stock
options represented by this Memorandum and the accompanying award letter
(respectively, the “Options” and the Memorandum and accompanying award letter,
together, the “Documents”) are subject to all of the terms and conditions
contained in the Documents. By accepting delivery of the Documents,
the Optionee agrees to be bound by the terms and conditions of the
Documents.
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1.
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Term
of Options. The Options, granted on __________________ (the
“Date of Grant”), will terminate and expire, to the extent not previously
exercised, at 5:00 p.m. Eastern Time on ___________________, or such
earlier date upon which the Options, or portion thereof, terminate
or
expire pursuant to the terms of the Plan (the “Expiration
Date”).
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2. Exercise
of Options.
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(a)
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The
Options may be exercised in whole or in part at any time on or after
________________ but no Options may be exercisable after the Expiration
Date.
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(b)
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The
Optionee can exercise Options by complying with the provisions of
the Plan
and by following instructions provided in materials distributed by
the
Company. The exercise price, $__________ per share (the
“Exercise Price”), for the number of shares subject to the Option (the
“Option Shares”) being purchased and any related withholding tax
obligations may be paid by the Optionee by (i) delivery of cash,
money
order or a certified or cashier's check; (ii) tendering previously
acquired Shares, as provided for in the Plan; (iii) delivery of
irrevocable instructions to a broker or other agent acceptable to
the
Company to promptly sell a sufficient portion of Shares received
under the
Option and to deliver to the Company the appropriate amount of proceeds;
and/or (iv) any other payment method that is established by the Company
(which payment method may be restricted or eliminated from time to
time by
the Company, in its sole
discretion).
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(c)
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The
Company will, without transfer or issue tax to the Optionee, issue
and
cause to be delivered to the Optionee a certificate or certificates
for
the number of Option Shares purchased as soon as reasonably practicable
after the Optionee has appropriately exercised any Options. The
Company is not required to issue Shares to the Optionee until all
obligations to withhold taxes and similar charges have been resolved
to
the satisfaction of the Company.
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3. Termination
of Relationship. As long as the Optionee continues to be a
director of the Company, the Options may be exercised once they have vested
and
prior to their expiration. If the Optionee ceases to be a director of
the Company as a result of the Optionee’s death or disability, the Options shall
all immediately vest. For this purpose, “disability” means a
long-lasting physical or mental impairment that prevents the Optionee from
performing his/her duties as a director, as solely determined by the Board
of
Directors. In addition, subject to Section 4 below, Options which
have vested prior to the termination of the Optionee's relationship with the
Company (or which have vested pursuant as a result of the Optionee’s death or
disability as set forth above) may be exercised by the Optionee, his designated
beneficiary or legal representative or permitted transferee within one (1)
year
after the last day on which the Optionee was a member of the Board of Directors
of the Company (the “Termination Date”).
4. Limitations
on Exercise Following Termination of Relationship.
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(a)
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The
time period set forth in Section 3 above is subject to the restriction
that Options may not be exercised after their Expiration
Date.
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(b)
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The
time period set forth in Section 3 above is also subject to the
restriction that no Option may be exercised by any person if the
Optionee’s relationship with the Company has been terminated for Cause, as
defined in the Plan.
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(c)
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Except
as otherwise provided by the Committee administering the Plan, (i)
the
only Options that may be exercised after the Termination Date are
those
Options that were exercisable by the Optionee on the Termination
Date; and
(ii) any Options which are not exercisable on the Termination Date
will
automatically terminate on the Termination
Date.
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(d)
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Any
Options which are exercisable on the Termination Date, but which
are not
exercised within the one (1) year period specified in Section 3 above,
will automatically terminate at the end of that
period.
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5.
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Adjustments
for Certain Events. The number and kind of unexercised
Options and the Exercise Price of such Options are subject to adjustment
in the event that certain transactions are taken by the Company which
affect the Company's Shares.
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6.
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Type
of Options. The Options are nonqualified stock options
granted pursuant to Section 5 of the
Plan.
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7.
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No
Transfer of Options. Unless transferability is
authorized by the Option grant or otherwise permitted by the Committee,
Options are not transferable by the Optionee other than (i) by will
or the
laws of descent and distribution, or (ii) pursuant to a domestic
relations
order. Because of laws affecting the transferability of the
Option Shares, the Optionee should understand the securities laws
and
other implications of any transfer of
Options.
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8.
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General
Restriction on Issuance of Stock Certificates. The Company
may require information or documents which enable it to insure compliance
with any law or Rules (as defined in the Plan) of the Securities
and
Exchange Commission or any other governmental authority having
jurisdiction under the Plan before it delivers any certificate upon
the
exercise of any Options. If at any time the Committee
administering the Plan shall determine that the listing, registration
or
qualification of the Option Shares under any state or federal law
or other
applicable Rule, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of the granting of
the
Options or the issue or purchase of Shares thereunder, such Options
may
not be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the
Committee.
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9.
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Limitation
on Sale or Disposition of Option Shares. If
the Committee determines that the ability of the Optionee to sell
or
transfer Option Shares is restricted, then the Company may place
a
restrictive legend on certificates representing such Option
Shares. If a legend is placed on an Optionee's certificate, the
Optionee may only sell the Option Shares represented by such certificate
in compliance with such legend.
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10.
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Incorporation
of Plan. The Options are subject to the terms and
conditions of the Plan, which are incorporated herein by
reference. The Company, upon request, will provide a copy of
the Plan to the Optionee. To the extent that the terms and
conditions of the Documents are inconsistent with the Plan, the provisions
of the Plan shall control.
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11.
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Applicable
Times and Dates. All references to times and dates in the
Plan and in documents relating to the Plan refer, respectively, to
Eastern
Standard Time (or Eastern Daylight Savings Time, as appropriate)
in the
United States of America and to dates in New York State based on
such
Eastern Standard Time (or Eastern Daylight Savings Time, as
appropriate).
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