Exhibit 10.37
Description of Compensation Arrangements for Certain Executive Officers
Following is a description of the compensation arrangements for those current Executive Officers of
Constellation Brands, Inc. who were named in the Companys proxy statement for its 2007 annual
meeting or who are expected to be named in the Companys proxy statement for its 2008 annual
meeting. The Companys current Executive Officers named in the 2007 proxy statement are (1)
Richard Sands, (2) Robert Sands, (3) Alexander L. Berk, and (4) Thomas J. Mullin. Thomas S.
Summer, who was also an Executive Officer named in that proxy statement, retired from his position
of Executive Vice President, Chief Financial Officer and his role as an Executive Officer,
effective May 15, 2007. At February 29, 2008, he still had an employment relationship with the
Company, but did not serve as an Executive Officer. Effective May 15, 2007, Robert Ryder was
appointed Executive Vice President and Chief Financial Officer and in July 2007, two additional
individuals were designated as Executive Officers. Specific compensation information for certain
of those individuals designated as Executive Officers during the fiscal year ended February 29,
2008 (FY 2008) will be disclosed in the Companys proxy statement for its 2008 annual meeting and
other specific compensation information is disclosed from time to time as required by Form 8-K.
The Company currently anticipates that the current Executive Officers who will be named in the
Companys proxy statement for its 2008 annual meeting will be (1) Richard Sands, (2) Robert Sands,
(3) Alexander L. Berk, (4) Jose F. Fernandez, (5) Jon Moramarco and (6) Robert Ryder.
Additionally, Mr. Summer is also expected to be named as he served as the Companys Chief Financial
Officer for a portion of the last fiscal year. Mr. Mullin is not expected to be a Named Executive
Officer in that proxy statement.
Generally, the compensation for Executive Officers consists of base salary, annual cash bonus
compensation, long-term incentive compensation, the right to participate in various benefit plans
sponsored by the Company or a subsidiary of the Company, and perquisites. Each of the Named
Executive Officers, other than Messrs. Berk and Summer, is an at-will employee of the Company and
serves at the pleasure of the Board of Directors. Mr. Berk is employed pursuant to an employment
contract, which is filed through incorporation by reference as Exhibits 10.2 and 10.3 to this
Annual Report on Form 10-K for FY 2008 (the Form 10-K). Mr. Summer is employed pursuant to a
letter agreement, which is incorporated by reference as Exhibit 10.35 to this Form 10-K. Mr.
Summers original offer letter is also filed through incorporation by reference as Exhibit 10.34 to
this Form 10-K. As previously announced, Mr. Summer retired from his position as Executive Vice
President, Chief Financial Officer and his role as an Executive Officer, effective May 15, 2007.
The arrangements concerning his employment following May 15, 2007 are also set forth in his current
letter agreement.
While Messrs. Fernandez, Moramarco, Mullin and Ryder are at-will employees, each has an
employment letter with the Company, which is filed, either with this Form 10-K or through
incorporation by reference, as Exhibits 10.38 though 10.41, through which the individual will
receive severance in the amount set forth in his individual employment letter
in the event of a termination of his employment by the Company without cause. The employment
letters also set forth other arrangements with respect to each individuals employment.
In the course of the employment relationship with each of the Companys Executive Officers,
including each Named Executive Officer, the Company communicates to the Executive Officers the
amount of base salary, target bonus opportunity, and long-term incentive compensation approved by
the Human Resources Committee of the Board of Directors, which compensation is subject to change in
the discretion of the Human Resources Committee. The base salaries (on an annual basis) of those
current Executive Officers identified below for FY 2008 and the fiscal year ending February 28,
2009 (FY 2009) are as follow:
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Name and Title |
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FY 2008 Base Salary |
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FY 2009 Base Salary |
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Richard Sands
Chairman of the Board |
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$ |
1,081,600 |
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$ |
1,114,048 |
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Robert Sands
President and
Chief Executive Officer |
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$ |
1,050,000 |
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$ |
1,081,500 |
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Alexander L. Berk
Chief Executive Officer,
Constellation Beers and
Spirits |
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$ |
632,485 |
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$ |
651,460 |
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Jose F. Fernandez
Chief Executive Officer,
Constellation Wines North
America |
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$ |
650,000 |
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$ |
669,500 |
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Jon Moramarco
Chief Executive Officer,
Constellation International |
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$ |
520,000 |
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$ |
535,600 |
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Thomas J. Mullin
Executive Vice President and
General Counsel |
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$ |
462,574 |
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$ |
476,451 |
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Robert Ryder
Executive Vice President and
Chief Financial Officer |
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$ |
510,000 |
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$ |
530,400 |
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The annual cash bonus compensation for each of the Named Executive Officers is determined by the
Human Resources Committee. Pursuant to the Companys Annual
Management Incentive Plan, the Committee would award cash bonuses to participants in the event the
Company attains one or more pre-set performance targets. The Annual Management Incentive Plan and
the 2008 Fiscal Year Program thereunder are filed through incorporation by reference as Exhibits
10.18 and 10.20 to the Form 10-K. The Human Resources Committee may also, in its discretion, award
cash bonus compensation other than pursuant to the Annual Management Incentive Plan.
Long-term incentive awards are another element of compensation that the Human Resources Committee
makes available to employees, including Named Executive Officers. Long-term incentive awards in the
form of, among others, stock options, stock appreciation rights and restricted stock are available
for grant under the Companys Long-Term Stock Incentive Plan and in the form of stock options under
the Companys Incentive Stock Option Plan. (However, effective June 23, 2007, no additional grants
of options are available under the Incentive Stock Option Plan.) These plans, the form of Terms
and Conditions Memorandum provided to recipients of options under each of these plans, and the form
of Restricted Stock Award Agreement provided to recipients of restricted stock under the Long-Term
Stock Incentive Plan are filed with or through incorporation by reference as Exhibits 10.4 through
10.9 and 10.13 through 10.17 to the Form 10-K.
Executive Officers, including Named Executive Officers (other than Richard Sands and Robert Sands),
also are eligible to participate in the Companys 1989 Employee Stock Purchase Plan, an Internal
Revenue Code Section 423 plan which allows employees to purchase shares of Company Class A Common
Stock at a discount through salary deductions. This plan is filed through incorporation by
reference as Exhibit 99.1 to the Form 10-K.
Executive Officers, including Named Executive Officers, are eligible to participate in the
Companys 401(k) and Profit Sharing Plan, an Internal Revenue Code Section 401(k) plan, under which
the Company can make to each participant matching contributions and profit sharing contributions.
That plan is generally available to salaried employees in the United States.
In addition, Executive Officers who are resident in the United States, including Named Executive
Officers, are also eligible to participate in the Companys Supplemental Executive Retirement Plan
and the Companys 2005 Supplemental Executive Retirement Plan. (However, Mr. Ryder is not eligible
to participate in the Supplemental Executive Retirement Plan as he began his tenure with the
Company after the date it was frozen to new participants.) Each of these two plans is filed
through incorporation by reference as Exhibits 10.21 through 10.24 and 10.25 and 10.26 to the Form
10-K.
The current Executive Officers, including those who are Named Executive Officers, also receive
customary employee benefits, such as the ability to participate in the Companys health insurance
program, long-term and short-term disability insurance programs, paid time off (vacation/sick
leave), and life insurance programs. They are also eligible to receive benefits under the
Companys relocation program and participate in programs generally offered to expatriated
employees. In addition, the current Executive Officers, including
those who are Named Executive Officers, also have the ability to receive an expanded annual
physical health review on a voluntary basis.
Mr. Berk receives parking reimbursements and insurance coverage for his automobile and a club
membership. Each other current Executive Officer, including those who are Named Executive
Officers, is eligible to receive an executive vehicle/auto allowance perquisite having an annual
value of up to $9,600 or, alternatively, the use of a leased vehicle. Notwithstanding the
foregoing, no Executive Officer who receives a vehicle/auto allowance benefit pursuant to an
employment agreement is eligible to receive this executive vehicle/auto allowance perquisite. The
Companys current Executive Officers, including those who are Named Executive Officers, are
permitted to make personal use of the corporate aircraft. They also receive complimentary wine and
spirits products, are eligible to participate in a matching contribution program of the Company
whereby they can direct a portion of the Companys charitable contributions not in excess of $5,000
per year, and also receive miscellaneous nominal benefits.