1.
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The
Option is hereby amended to:
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a.
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make
the Option subject to and governed by the Company’s Long-Term Stock
Incentive Plan Amended and Restated as of December 6, 2007 to the
extent
necessary to permit the Option to be amended so that it relates
to Class 1
Stock instead of Class A Stock; otherwise, the Option shall continue
to be
subject to and governed by the terms of the Plan in effect as of
the date
the Option was originally granted;
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b.
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replace
references to Class A Stock in the Option with references to Class
1 Stock
as appropriate;
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c.
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amend
the provision relating to the payment of the exercise price and
tax
withholding to (i) permit the Participant to satisfy such payment
obligations by tendering previously acquired shares of Class A
Stock or
Class 1 Stock to the Company (instead of Class A Stock only), and
(ii)
clarify that the cashless exercise process will entail the sale
of Class A
Stock received upon the conversion of Class 1 Stock received from
the
exercise of the Option (instead of the sale of Class A Stock received
from
the exercise of the Option);
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d.
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confirm
that the Class 1 Stock is not listed for trading on any stock exchange
or
trading market but may be converted into Class A Stock which is
listed for
trading on the New York Stock Exchange;
and
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e.
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effect
any other changes reflected in the Memorandum setting forth the
Terms and
Conditions of the Option attached hereto as Exhibit A (the “Restated
Memorandum”).
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2.
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The
Restated Memorandum replaces and supersedes in its entirety the
original
Memorandum and the award letter issued by the Company with respect
to the
Option, which original Memorandum and award letter are null and
void and
shall be of no further force or
effect.
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3.
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The
Participant acknowledges that the Participant has been advised
to consult
with and rely on the Participant’s own tax adviser concerning the tax
effects of the transactions contemplated by this
Agreement.
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4.
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This
Agreement shall be binding upon and inure to the benefit of any
successor(s)-in-interest of the Company and the
Participant.
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Constellation
Brands, Inc.
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By:
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Title:
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[Participant]
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Signature:
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