Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
Stock Option Grants
The Committee granted options to purchase shares of the Company's Class 1 Common
Stock under the Company's Long-Term Stock Incentive Plan (the "Stock Plan") to
certain of the Company's management personnel, including its Executive Officers,
subject to the Stock Option Agreement with respect to the Stock Plan. The form
of Stock Option Agreement was filed as Exhibit 10.5 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
Name and Position Number of Stock OptionsWilliam A. Newlands , 51,634 President and Chief Executive OfficerRobert Sands , 66,878 Executive Chairman of the BoardRichard Sands , 56,846 Executive Vice Chairman of the BoardGarth Hankinson , 14,064
Executive Vice President and Chief Financial Officer
25,086
Executive Vice President and President, Wine & Spirits Division
Each of the options granted has a 10-year term, subject to earlier termination
upon the occurrence of certain events related to termination of employment.
One-fourth of the options become exercisable on each of the first, second,
third, and fourth anniversaries of the date of grant, provided that the option
holder remains in continuous employment with the Company or any of its
subsidiaries until each such date. The options will continue to vest upon the
Retirement (as that term is defined in the Stock Option Agreement) of the
recipient at any time on or after
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Restricted Stock Unit Grants
The Committee granted restricted stock units under the Stock Plan to certain of the Company's management personnel, including certain of its Executive Officers, subject to the provisions of Restricted Stock Unit Agreements, the form of which is filed herewith as Exhibit 10.2 and incorporated herein by reference. The restricted stock units entitle the grantee to receive a single share of the Company's Class A Common Stock for each restricted stock unit granted under the Stock Plan. The following table sets forth information regarding grants to those individuals identified below:
Name and Position Number of UnitsWilliam A. Newlands , 6,610
President and Chief Executive Officer
Garth Hankinson , 1,801
Executive Vice President and Chief Financial Officer
Robert Hanson , 3,211
Executive Vice President and President, Wine & Spirits Division
Unvested restricted stock units under each of the grants are subject to
forfeiture upon the occurrence of certain events related to termination of
employment. One-fourth of the awarded units vest on each of the first, second,
third, and fourth anniversaries of
Performance Share Unit Grants
The Committee granted performance share units to be settled in the Company's
Class A Common Stock under the Stock Plan to certain of the Company's management
personnel, including certain of its Executive Officers, subject to the
provisions of Performance Share Unit Agreements. The form of Performance Share
Unit Agreement was filed as Exhibit 10.7 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended
Name and Position Number of UnitsWilliam A. Newlands , 6,610
President and Chief Executive Officer
Garth Hankinson , 1,801
Executive Vice President and Chief Financial Officer
Robert Hanson , 3,211
Executive Vice President and President, Wine & Spirits Division
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Unvested performance share units are subject to forfeiture upon the occurrence
of certain events related to termination of employment. A participant may vest
in his right to receive the applicable number of performance share units if the
participant remains in continuous employment with the Company or any of its
subsidiaries until
Approval of New Annual Base Salaries
The Committee set new annual base salaries for certain of the Company's
Executive Officers, which salaries will take effect on
Name New Annual Base Salary LevelWilliam A. Newlands $1,300,000 Robert Hanson $836,605
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