EXHIBIT 10.34
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[LOGO] Constellation Brands, Inc.
CONSTELLATION 300 WillowBrook Office Park
Fairport, New York 14450
phone 585-218-3600
fax 585-218-3601
9 April, 2003
Mr. Stephen Millar
14 Cygnet Street
Novar Gardens, South Australia 5040
Dear Stephen:
This letter is to confirm the terms of your appointment as CEO of Constellation
Wines.
Position: CEO Constellation Wines
Report to: Robert Sands, President and COO Constellation Brands, Inc.
Salary: Base Compensation of A$850,000 per annum, effective 9 April, 2003,
subject to all deductions and withholdings required by law. Salary will be
reviewed annually by the Human Resources Committee of the Board of Directors at
their meeting in April of each year.
Bonus Plan: Beginning on 1 March, 2003, you will participate in the
Constellation Annual Management Incentive Plan with a target opportunity (based
upon achievement of target objectives) of 60% of base compensation and a maximum
opportunity of 120% of base compensation. The FY04 bonus period begins on 1
March, 2003 and ends on 28 February, 2004. As you know, the Human Resources
Committee of the Board of Directors approved the enhanced plan for FY04. The
enhanced bonus target for FY04 will be 90% with a maximum of 120%.
For FY04 (1 March 2003 through 28 February 2004) the bonus calculation for the
CEO Constellation wines will be based 80% on the performance of Constellation
Wine Division EBIT and 20% on the performance of Constellation Brands EBIT
against the FY04 operating plan.
The current bonus earned for the year ended 31 December, 2002, will be adjusted
by 14/12ths which includes the period from 1 January, 2002 through 28 February,
2003.
Long-Term Incentive: With the approval of the Human Resources Committee of the
Board of Directors, on or about 8 April, 2003, you will receive an option to
purchase 100,000 shares of Constellation Class A common stock at a market price
on the date of the grant of such option. You will continue to 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.
Superannuation: You will continue to participate in BRL Hardy superannuation
plan at a rate of 20% of your base compensation or A$170,000 for FY04.
Wine Allowance: In order to enjoy Constellation wines with the family and
friends, you will be entitled to an allowance of A$2,380 per year.
Automobile: The company will provide you with an automobile for business use at
an amount that is not to exceed A$40,000 per year and adjusted annual as
provided in the plan.
Travel and Entertainment: You will be reimbursed for normal and reasonable
expenses incurred in connection with your business responsibilities, subject to
the budgets and policies established by the company.
Home phone: The company will reimburse you for the business related usage of
telephone, fax and DSL service at home, as well as for a mobile phone.
Additional Benefits: You will be eligible to participate in all of the
additional benefits plans available to BRL Hardy employee as amended from time
to time.
Paid Time Off: You will be eligible for all paid time off consistent with the
current BRL Hardy policy.
Terms and conditions of Employment: The ongoing terms and considerations of your
employment are as set out in this letter and the Memorandum of Agreement
(Service Contract) entered into by you and BRL Hardy Limited on 11 June 1996. In
the event of any inconsistency between the terms of this letter and the Service
Contract, the terms of this letter will prevail.
These terms and conditions will continue unless modified in writing by you and
the Company.
You will continue to be employed by BRL Hardy Limited. Wherever the context
allows, references to BRL Hardy Limited in this letter and in the Service
Contract will be taken to include BRL Hardy Limited's related bodies corporate
and related entities, including Constellation Brands Inc.
Non-Compete Agreement: You confirm your agreement to observe those obligations
it is confirmed that you will be provided with consideration (an option to
purchase 100,000 shares of Constellation Class A common stock, under the terms
of the company's long-term incentive plan) in accordance with that Agreement.
Please indicate your acceptance by signing below, and return (confidentially) to
Carrie Boscarino.
Sincerely,
/s/ Robert Sands
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Robert Sands Date
President and COO
Constellation Brands, Inc.
/s/ Keith Winson 4-11-07
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Keith Wilson Date
EVP, Chief Human Resources Officer
Constellation Brands, Inc.
Accepted:
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/s/ Stephen Millar 25-5-03
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Stephen Millar Date