Attached files
file | filename |
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8-K - FORM 8-K - BROWN FORMAN CORP | g24136e8vk.htm |
EX-10.3 - EX-10.3 - BROWN FORMAN CORP | g24136exv10w3.htm |
EX-10.2 - EX-10.2 - BROWN FORMAN CORP | g24136exv10w2.htm |
EX-10.1 - EX-10.1 - BROWN FORMAN CORP | g24136exv10w1.htm |
EX-99.1 - EX-99.1 - BROWN FORMAN CORP | g24136exv99w1.htm |
Exhibit 10.4
BROWN-FORMAN
2004 OMNIBUS COMPENSATION PLAN
2004 OMNIBUS COMPENSATION PLAN
RESTRICTED STOCK UNIT AWARD
SUMMARY
Participant:
|
EMPLOYEE NAME | |
Grant Date:
|
July XX, 201X | |
Vesting Date:
|
April 30, 201X | |
Number of Class B Common RSUs:
|
[ ] | |
Class B Common Stock Price per Share on Grant Date:
|
$[ ] |
THIS AWARD, effective as of the Grant Date set forth above, represents a grant of Class B
Common Restricted Stock Units by Brown-Forman Corporation, a Delaware corporation (the Company),
under the Companys 2004 Omnibus Compensation Plan, as amended (the Plan) to the Company employee
named above (Participant). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Plan.
1. Grant of Restricted Stock Units. The Company hereby grants to the Participant that
number of Class B Common Restricted Stock Units (RSUs) set forth in the summary table above.
Each RSU represents the right to receive one share of the Companys Class B Common Stock, subject
to the terms and conditions set forth herein and in the Plan. The RSUs are granted pursuant to
Section 7.3 of the Plan as market value units (MVUs), and for purposes of the Plan, shall be
designated and treated as MVUs under the Plan.
2. Restrictions on Transferability. Until the delivery of shares of the Companys
Class B Common Stock with respect to the RSUs in accordance with the terms of this Award, the RSUs
may not be sold, assigned, transferred, disposed of, pledged or otherwise hypothecated by the
Participant. Any attempted sale, assignment, transfer, disposition, pledge or hypothecation of the
RSUs shall be void and of no effect, and the Company shall have the right to disregard the same on
its books and records and issue stop transfer instructions to its transfer agent.
3. Risk of Forfeiture and Payment of Shares. Except as provided herein or in the Plan,
the risk of forfeiture to which the RSUs are subject shall expire, and the number of shares of the
Companys Class B Common Stock represented by this Award shall be issued to the Participant on the
vesting date set forth in the summary table above (Vesting Date) provided that the Participant
remains continuously employed by the Company or its Affiliates through the Vesting Date.
4. Termination of Employment. In the event the Participant does not remain
continuously employed by the Company or its Affiliates through the Vesting Date, the following
rules will apply:
4.1 Retirement. Retirement means termination of employment on or after reaching age
55 with at least five (5) full years of service, or on or after reaching age 65 with any
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service. If the Participant terminates employment by reason of Retirement, the RSU Vesting
Date will remain the same, except that the Participant will not be required to remain employed from
the Retirement date through the Vesting Date in order to receive payment hereunder; provided,
however, that if the Participant terminates employment by reason of Retirement during fiscal 2011,
the number of RSUs subject to this Award shall be prorated based upon the number of whole months
worked during fiscal 2011 prior to Retirement (out of a 12 month year), with the remaining portion
being immediately canceled and forfeited. Retirement does not accelerate the Vesting
Date or the issuance of shares on such date.
4.2 Death/Disability. If the Participant dies or terminates employment due to
Disability (Disability to be determined by the Plan Administrator in its sole discretion in
accordance with Section 2.19 of the Plan), the RSU will vest immediately and the number of shares
of the Companys Class B Common Stock represented by this Award shall be delivered to the
Participants beneficiary(ies), as determined pursuant to Section 8 below, within thirty (30) days
of the Participants death or termination of employment due to Disability, with the payment date
within such period to be determined by the Company in its sole discretion. Provided, however, that
if the Participant dies or terminates employment due to Disability during fiscal 2011, the number
of RSUs subject to this Award shall be prorated based upon the number of whole months worked during
fiscal 2011 prior to the Participants termination of employment due to death/Disability (out of a
12 month year), with the remaining portion being immediately canceled and forfeited.
4.3 Voluntary Termination, Involuntary Termination for Cause, Involuntary Termination for
Poor Performance. Unvested RSUs shall be immediately forfeited to the Company, without
compensation to the Participant, in the event of the Participants voluntary termination,
involuntary termination for Cause (as such term is defined in the Plan), or involuntary termination
for Poor Performance (as determined by the Plan Administrator in its sole discretion).
4.4 Involuntary Termination No Fault. If the Participants employment is
involuntarily terminated with no fault on the part of the Participant (as determined by the Plan
Administrator in its sole discretion), the RSU Vesting Date will remain the same, except that the
Participant will not be required to remain employed following such no fault termination date
order to receive payment hereunder; provided however, that if the Participants employment is
involuntarily terminated with no fault on the part of the Participant during fiscal 2011, the
number of RSUs subject to this Award shall be prorated based upon the number of months worked
during fiscal 2011 prior to termination (out of a 12 month year), with any unearned portion being
immediately canceled and forfeited. A no fault termination does not accelerate the
Vesting Date or the issuance of shares on such date.
4.5 Termination for any Other Reasons. Unless otherwise determined by the Plan
Administrator, in its sole discretion, if the Participants employment terminates for any reason
other than those set out in items 4.1, 4.2, 4.3 or 4.4 immediately above or item 5 below prior to
the Vesting Date, unvested RSUs shall be immediately forfeited to the Company, without compensation
to the Participant. Notwithstanding the foregoing, if the Plan
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Administrator determines to accelerate the Vesting Date for any Award upon the Participants
termination of employment, the payment date will be a date within sixty (60) days following the
Participants termination of employment, with the payment date within such period to be determined
by the Company in its sole discretion.
5. Change in Control. Upon the occurrence of a Change in Control, as defined in the
Plan, RSUs shall be treated in accordance with Article 11 of the Plan. Provided however, that in
the event a termination without Cause or by Constructive Discharge (with the circumstances
constituting a Constructive Discharge to be determined by the Plan Administrator in its discretion
at or prior to a Change of Control) following a Change of Control occurs during fiscal 2011, the
number of RSUs subject to this Award shall be prorated based upon the number of whole months worked
during fiscal 2011 prior to termination (out of a 12 month year), with any unearned portion being
immediately canceled and forfeited.
6. Rights as a Shareholder. The Participant has no rights as a shareholder including,
but not limited to, the right to receive dividends or dividend equivalents, or to vote on
shareholder issues, with respect to the RSUs. Shareholder rights accrue only upon the vesting of
the RSUs on the Vesting Date and the subsequent delivery of the shares.
7. Recapitalization. If there is any change in the Companys equity capitalization
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 of RSUs to prevent dilution or enlargement of rights.
8. Beneficiary Designation. The Participant 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 Participant, shall
be in a form prescribed by the Company, and will be effective only when delivered during the
Participants lifetime to the Company at its executive offices, addressed to the attention of the
Compensation Department in Louisville, Kentucky. Absent a Participants proper and timely
designation of a beneficiary under this Section 8, any benefits payable under this Award upon the
Participants death shall be paid to the Participants estate.
9. Continuation of Employment. This Award shall not confer upon the Participant any
right to continued employment by the Company, nor shall this Award interfere in any way with the
Companys right to terminate the Participants employment at any time. A transfer of the
Participants employment between the Company and any of its subsidiaries, or between any divisions
or subsidiaries of the Company shall not be deemed a termination of employment for purposes of the
vesting of RSUs.
10. Tax Consequences. By accepting this Award, the Participant acknowledges that (i)
the Participant (and not the Company) shall be responsible for any tax liability that may arise as
a result of this Award and/or its vesting and the issuance of Class B Common Stock in connection
therewith; (ii) he or she understands that the Company may deduct or withhold, or
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require the Participant to remit to the Company, an amount of Class B Common Stock sufficient
to satisfy Federal, state, and local taxes (including the Participants FICA obligation) required
by law to be withheld with respect to the vesting of this Award; and (iii) he or she is encouraged
to consult with a qualified tax advisor concerning the RSUs.
11. Miscellaneous.
11.1 This Award and the Participants rights 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, in its sole discretion, administer,
construe, and make all determinations necessary or appropriate to the administration of the Plan
and the RSUs, all of which shall be binding upon the Participant.
11.2 Subject to the provisions of the Plan and any applicable law (including Section 409A of
the Code), 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
Participants rights under this Award, without the written consent of the Participant.
11.3 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. The
Participant agrees to take all steps necessary to comply with all Federal and state securities laws
applicable to this Award.
11.4 The Companys obligations under the Plan and this Award 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.
11.5 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.
11.6 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 as well as any determinations made by the Plan Administrator as authorized by the Plan, shall
govern.
11.7 The parties acknowledge and agree that, to the extent applicable, this Award shall be
interpreted in accordance with, and the parties agree to use their best efforts to achieve timely
compliance with, Section 409A of the Code and the Treasury Regulations and other interpretive
guidance issued thereunder, including without limitation any such regulations or other guidance
that may be issued after the Grant Date. Notwithstanding any provision of this Award to the
contrary, in the event that the Company determines that any compensation or benefits payable or
provided under this Award may be subject to Section 409A of the Code, the Company may adopt such
limited amendments to this Award and appropriate policies and procedures, including amendments and
policies with retroactive effect, that the Company
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reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits
payable under this Award from Section 409A of the Code and/or preserve the intended tax treatment
of the compensation and benefits provided with respect to this Award or (ii) comply with the
requirements of Section 409A of the Code.
11.8 Notwithstanding any other provision of this Award, to the extent the delivery of the
shares of the Companys Class B Common Stock represented by this Award is treated as non-qualified
deferred compensation subject to Section 409A of the Code, then (a) no delivery of such shares
shall be made upon a Participants termination of employment unless such termination of employment
constitutes a separation from service within the meaning of Section 1.409A-1(h) of the Treasury
Regulations and (b) if the Participant is deemed at the time of his termination of employment to be
a specified employee for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent
delayed delivery of the shares of the Companys Class B Common Stock to which the Participant is
entitled under this Award, and which is deliverable to the Participant due to his or her
termination of employment, is required in order to avoid a prohibited distribution under Section
409A(a)(2)(B)(i) of the Code, such delivery of shares shall not be made to the Participant prior to
the earlier of (x) the expiration of the six-month period measured from the date of the
Participants separation from service with the Company (as such term is defined in Section
1.409A-1(h) of the Treasury Regulations) or (y) the date of the Participants death. The
determination of whether the Participant is a specified employee for purposes of Section
409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by the
Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder
(including without limitation Section 1.409A-1(i) of the Treasury Regulations and any successor
provision thereto).
[END OF TEXT.]
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IN WITNESS WHEREOF, the Company has executed this Restricted Stock Unit Award effective as of
the Grant Date set forth above.
BROWN-FORMAN CORPORATION |
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By: | ||||
Lisa Steiner | ||||
Senior Vice President, Chief Human Resources Officer |
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