CONSTELLATION
BRANDS, INC.
ANNUAL
MANAGEMENT INCENTIVE PLAN
(Amended
and restated as of July 26, 2007)
Amendment
Number 1
This
Amendment Number 1 to the Constellation Brands, Inc. Annual Management Incentive
Plan, as amended and restated as of July 26, 2007, (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.
1. The
second paragraph of Section 3 of the Plan is amended by adding the following
provision to the end thereof:
Notwithstanding
the foregoing, for each Participating Executive who is designated as a “covered
employee” under a program adopted for a Performance Period Year, the Committee
reserves the unilateral right to reduce or eliminate the amount of a Bonus that
is to be paid to such a Participating Executive upon the attainment of a
Performance Target. The Committee’s discretion to exercise its right
to reduce or eliminate a Bonus that is paid to such a Participating Executive
shall not result in an increase in an amount that is payable to another
Participating Executive.
2. The
third paragraph of Section 3 of the Plan is amended by deleting the last two
sentences of such paragraph and replacing the second sentence of such
paragraph with the following:
Any
Bonuses awarded by the Committee under the Plan shall be paid within 30 days
after year-end financial results are reported or, if later, as soon as
practicable following the Committee’s determinations and certification under
this Section; provided that it is intended that such Bonus be paid on or before
the 15th day of
the third month following the end of the Company’s taxable year for which the
Bonus is paid.
3. Section
4 is amended by adding the following the sentence to the end of such
section:
Notwithstanding
the foregoing, the Committee may establish such other rules it deems necessary
or appropriate to apply when a Participating Executive dies or terminates
employment, which rules shall be memorialized in the terms established for a
Performance Period or other written document.
In
witness whereof, Constellation Brands, Inc. has caused this instrument to be
executed as of April 6, 2009.
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CONSTELLATION
BRANDS, INC.
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By:
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/s/
L. Denise Watson
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Name:
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L.
Denise Watson |
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Title:
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Senior
Vice President
Global Compensation &
Benefits
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