EXHIBIT 10(j)
BROWN-FORMAN 2004 OMNIBUS COMPENSATION PLAN
NON-EMPLOYEE DIRECTOR'S NONQUALIFIED STOCK OPTION AWARD
Capitalized terms used below have the definitions assigned to them in the
Brown-Forman 2004 Omnibus Compensation Plan effective July 22, 2004
(the "Plan"), or as defined herein.
SUMMARY
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Optionee: [NAME]
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Grant Date: [DATE]
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First Exercise Date [DATE]
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Expiration Date [DATE]
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Option Shares [NUMBER]
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Class of Shares BROWN-FORMAN CORPORATION CLASS B COMMON
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Option Price per Share $[PRICE]
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THIS AWARD, effective as of the Grant Date set out above, represents the grant
of a nonqualified stock option by Brown-Forman Corporation, a Delaware
corporation (the "Company") to the Optionee named above, who is a Non-Employee
Director of the Company pursuant to the Plan.
1. GRANT OF OPTION. The Company hereby grants to the Optionee an option (the
"Option") to purchase, subject to the terms and conditions set out within this
Award and to the terms of the Plan, the number of Option Shares shown above, of
the Class of Shares shown above, at the Option Price per Share shown above. The
Option Price is the Fair Market Value of a Share on the Grant Date.
2. TERM. The term of this Award is for a period of ten years from the first day
of the fiscal year of grant. The Option is immediately exercisable following the
Grant Date shown above, and it must be exercised before the earlier of the close
of business on the Expiration Date shown above or the applicable date (if any)
set forth in section 3 below. Options may be exercised in whole or in part, but
not for less than 500 shares at any one time, unless fewer than 500 shares then
remain subject to the Option and the Option is then being exercised as to all
such remaining shares.
3. TERMINATION OF SERVICE. In the event the Optionee does not remain a
Non-Employee Director of the Company during the term of the Option, the
following rules will apply:
A) Voluntary Retirement. If the Board Service of the Optionee terminates by
reason of his or her Voluntary Retirement from board service, the Option
will continue in force until the earlier of (a) the Expiration Date; or (b)
the end of seven years following the date of such termination.
B) Death. If the Optionee dies, the Option must be exercised by the earlier of
(a) the Expiration Date; or (b) the end of five years following the date of
death. The Option may be exercised by the person(s) named as the Optionee's
beneficiary(ies), or, if the Optionee has not named one or more
beneficiaries, by whoever has acquired the Optionee's rights by will or by
the laws of descent and distribution.
C) Termination for any Other Reasons. If the Optionee's Board Service
terminates for any reason
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other than those set out in items A through B immediately above, and in the
absence of any action by the Plan Administrator, the option shall expire
immediately as of the date of termination, and may not be exercised after
that date. However, the Plan Administrator, in its sole discretion, based
on the facts and circumstances of such termination, may delay the
expiration of all or any portion of the option to any date not later than
the Expiration Date.
4. CHANGE IN CONTROL. In the event of a Change in Control of the Company, the
Optionee's right to exercise this option shall immediately become 100% vested as
of the date that the definition of Change in Control has been fulfilled, and
shall remain exercisable until the Expiration Date.
The Plan Administrator, with the approval of the Board, may modify the Option
before the effective date of the Change in Control, but no modification may
adversely affect the Optionee's rights under this Award without the written
consent of the Optionee.
5. RIGHTS AS A STOCKHOLDER. The Optionee has no rights as a stockholder
(including, but not limited to, the right to receive dividends or dividend
equivalents, or to vote on shareholder issues) with respect to Shares
potentially available upon the exercise of unexercised options. Stockholder
rights accrue only to holders of Shares issued and delivered pursuant to an
Option exercise.
6. RESTRICTIONS ON TRANSFER. This Option may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, this Option shall be exercisable
during the Optionee's lifetime only by the Optionee or the Optionee's duly
appointed legal representative.
7. RECAPITALIZATION. If there is any change in the Company's Shares through the
declaration of stock dividends or through recapitalization resulting in stock
splits or through merger, consolidation, exchange of Shares, or otherwise, the
Plan Administrator may adjust the number and class of Shares subject to this
Option, as well as the Option Price, to prevent dilution or enlargement of
rights.
8. HOW TO EXERCISE OPTION. This Option may be exercised by delivery of written
notice in a prescribed form to the Company at its executive offices, addressed
to the attention of the Compensation Department in Louisville, Kentucky. Such
notice: (a) shall be signed by the Optionee or his legal representative; (b)
shall specify the number of full Shares then elected to be purchased with
respect to the Option; (c) shall covenant that all Shares acquired shall be sold
or transferred in compliance with all applicable securities laws; and (d) shall
be accompanied by payment in full of the Option Price of the Shares to be
purchased.
The Option Price upon exercise of this Option shall be payable to the Company in
full either: (a) in cash or its equivalent (such equivalence being at the sole
discretion of the Plan Administrator); or (b) by tendering previously acquired
shares having an aggregate Fair Market Value at the time of exercise equal to
the total Option Price (provided that the Shares which are tendered must have
been held by the Optionee for at least six months prior to their tender); or (c)
by a combination of (a) and (b). Subject to approval by the Plan Administrator,
in lieu of actually tendering previously acquired shares, the Optionee may
furnish a written attestation in form and substance acceptable to the Plan
Administrator attesting to the Optionee's ownership of the shares he or she
would be tendering.
The Plan Administrator may allow the Optionee to exercise pursuant to a "funded
exercise" procedure, as permitted under Federal Reserve Board's Regulation T,
subject to applicable securities law restrictions, or by any other means which
the Plan Administrator, in its sole discretion, determines to be consistent with
the Plan's purpose and applicable law.
As promptly as practicable after the receipt of notice and payment upon
exercise, the Company shall cause to be delivered to the Optionee or his legal
representative, as the case may be, one or more
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certificates for the Shares so purchased. The Share certificate(s) shall be
issued in the Optionee's name (or, at the discretion of the Optionee, jointly in
the name of the Optionee and the Optionee's spouse).
9. BENEFICIARY DESIGNATION. The Optionee may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under this Award is to be paid in case of his or her death
before he or she receives any or all of such benefit. Each such designation
shall revoke all prior designations by the Optionee, shall be in a form
prescribed by the Company, and will be effective only when delivered during the
Optionee's lifetime to the Company at its executive offices, addressed to the
attention of the Compensation Department in Louisville, Kentucky.
10. CONTINUATION OF SERVICE. This Award shall not confer upon the Optionee any
right to continued service as a director of the Company, nor shall this Award
interfere in any way with the Company's right to terminate the Optionee's
service as a director at any time.
11. MISCELLANEOUS.
A) This Option Award and the Optionee's right under it are subject to all
the terms and conditions of the Plan, as the same may be amended from
time to time, as well as to such rules as the Plan Administrator may
adopt. The Plan Administrator may impose such restrictions on any
Shares acquired pursuant to the exercise of this Option as it may deem
advisable, including, without limitation, restrictions under
applicable Federal securities laws, under the requirements of any
stock exchange or market upon which such Shares are then listed and/or
traded, and under any blue sky or state securities laws applicable to
such Shares.
The Plan Administrator may administer, construe, and make all
determinations necessary or appropriate to the administration of the
Plan and this Option Award, all of which shall be binding upon the
Optionee.
B) The Board of Directors may terminate, amend, or modify the Plan;
provided, however, that no such termination, amendment, or
modification of the Plan may in any way adversely affect the
Optionee's rights under this Award, without the written consent of the
Optionee.
C) The Company may deduct or withhold, or require the Optionee to remit
to the Company, an amount sufficient to satisfy Federal, state, and
local taxes (including the Participant's FICA obligation) required by
law to be withheld with respect to any exercise of the Optionee's
rights under this Award.
Subject to the approval of the Plan Administrator, the Optionee may
elect to satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares having an aggregate Fair Market
Value, on the date the tax is to be determined, equal to the amount
required to be withheld. Such elections shall be irrevocable, shall be
in writing, and shall be signed by the Optionee before the day that
the transaction becomes taxable.
D) The Optionee agrees to take all steps necessary to comply with all
applicable Federal and state securities law in exercising his or her
rights under this Award.
E) This Award shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
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F) The Company's obligations under the Plan and this Award, with respect
to this Option, shall bind any successor to the Company, whether
succession results from a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.
G) To the extent not preempted by Federal law, this Award shall be
governed by, and construed in accordance with, the laws of the State
of Delaware.
(H) This Award is subject to the terms of the Plan and Administrative
Guidelines promulgated under it from time to time. In the event of a
conflict between this document and the Plan, the Plan document as well
as any determinations made by the Plan Administrator as authorized by
the Plan document, shall govern.
IN WITNESS WHEREOF, the Company has caused this Award to be executed as of
the Grant Date.
Brown-Forman Corporation
By:_____________________
Bruce S. Cote
Vice President
Director HR Employee Services
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FIRST AMENDMENT TO THE
BROWN-FORMAN 2004 OMNIBUS COMPENSATION PLAN
NON-EMPLOYEE DIRECTOR'S NONQUALIFIED STOCK OPTION AWARD
WHEREAS, Brown-Forman Corporation (the "Company") maintains the
Brown-Forman 2004 Omnibus Compensation Plan (the "Plan"); and
WHEREAS, the Company has previously granted ____ [INSERT NUMBER OF OPTIONS]
nonqualified stock options to _____________ ______________ [INSERT NAME OF
OPTIONEE] pursuant to the Brown-Forman 2004 Omnibus Compensation Plan
Non-Employee Director's Nonqualified Stock Option Award, dated ____________ (the
"Award"); and
WHEREAS, pursuant to Section 12.2 of the Plan, the Plan Administrator may
amend the Award; and
WHEREAS, the Plan Administrator desires to amend the Award (i) to revise
Section 7 of the Award regarding adjustments in connection with a
recapitalization (or other similar event) to the Shares granted thereunder and
(ii) to revise Section 8 of the Award to add a "net-exercise option" to the
payment methods permitted thereunder upon exercise.
NOW, THEREFORE, effective _______________ ___, 2006, the Plan Administrator
hereby amends the Award as follows:
1. Section 7 of the Award is amended to read as follows:
7. RECAPITALIZATION.If there is any change in the Company's Shares
through the declaration of stock dividends or through recapitalization
resulting in stock splits or through merger, consolidation, exchange
of Shares, or otherwise, the Plan Administrator shall adjust the
number and class of Shares subject to this Option, as well as the
Option Price, to prevent dilution or enlargement of rights.
2. The second paragraph of Section 8 of the Award is amended to read as
follows:
The Option Price upon exercise of this Option shall be payable to the
Company in full either: (a) in cash or its equivalent (such
equivalence being at the sole discretion of the Plan Administrator);
(b) by tendering previously acquired Shares having an aggregate Fair
Market Value at the time of exercise equal to the total Option Price;
(c) by withholding from Optionee sufficient Shares, subject to this
Award, having an aggregate Fair Market Value at the time of exercise
equal to the total Option Price; or (d) by any combination of (a), (b)
or (c). Subject to approval by the Plan Administrator, in lieu of
actually tendering previously acquired Shares, the Optionee may
furnish a written attestation in form and substance acceptable to the
Plan Administrator attesting to the Optionee's ownership of the Shares
he or she would be tendering.
IN WITNESS WHEREOF, the Plan Administrator has caused this First
Amendment to the Brown-Forman 2004 Omnibus Compensation Plan Non-Employee
Director's Nonqualified Stock Option Award to be executed by its duly authorized
representative on this ____ day of _______________________, 2006, effective
__________________ ____, 2006.