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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/23/10 Brown Forman Corp 8-K:2,5,7,9 7/21/10 6:174K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 53K 2: EX-10.1 Material Contract HTML 27K 3: EX-10.2 Material Contract HTML 24K 4: EX-10.3 Material Contract HTML 31K 5: EX-10.4 Material Contract HTML 26K 6: EX-99.1 Miscellaneous Exhibit HTML 22K
exv10w2 |
Participant:
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[Name] | |
Grant Date:
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July XX, 20XX | |
First Exercise Date:
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July 22, 20XX | |
Expiration Date:
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April 30, 20XX | |
Number of Shares:
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[Number] | |
Class of Shares:
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Brown-Forman Corporation Class B Common | |
Grant Price:
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[$ ] |
A) | the appreciated value of one Class B Common Share, calculated as the Fair Market Value of one Class B Common Share on the date of exercise minus the Grant Price as shown above; by | |
B) | the number of Class B Common Shares with respect to which the SSAR is exercised. |
A) | Voluntary Retirement. If the Board service of the Participant terminates by reason of voluntary retirement (non-employee director retirement eligibility to be determined by the Plan Administrator |
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in its sole discretion), the SSAR will continue in force until the earlier of (a) the Expiration Date; or (b) the end of seven years following the date of retirement. | ||
B) | Death. If the Participant dies or terminates Board service 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 SSAR must be exercised by the earlier of (a) the Expiration Date or (b) the end of five years following the date of death or termination of Board service due to Disability. An exercisable SSAR shall be exercised by the person(s) named as the Participant’s beneficiary(ies), or, if the Participant has not named one or more beneficiaries, by whoever has acquired the Participant’s rights by will or by the laws of descent and distribution. | |
C) | Termination for any Other Reasons. If the Participant’s Board service terminates for any reason other than those set out in items A and B immediately above, and in the absence of any action by the Plan Administrator, the SSAR shall expire immediately as of the time and date of termination, and may not be exercised. 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 SSAR to any date not later than the Expiration Date. |
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A) | This Award and the Participant’s 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 impose such restrictions on any Shares acquired pursuant to the exercise of the SSAR 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 in conjunction with the Company’s compliance officer may designate periods during which the SSAR may not be exercised by Participants. | |
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 SSAR, all of which shall be binding upon the Participant. | ||
B) | Subject to the provisions of the Plan, 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 Participant’s rights under this Award, without the written consent of the Participant. | |
C) | The Participant 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. | |
D) | 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. | |
E) | The Company’s obligations under the Plan and this Award, with respect to the SSAR, 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. | |
F) | 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. | |
G) | At all times when IRC Section 162(m) applies, all Awards to Designated Executive Officers shall comply with its requirements, unless the Plan Administrator determines that compliance is not desired or necessary for any Award or Awards. To that end, the Plan Administrator may make such adjustments it deems appropriate for a specific Award or Awards, except that a performance-based Award cannot be replaced by a non-performance-based Award if performance goals are not achieved, nor can the characterization of an Executive Officer as a Designated Executive Officer, once made, change for a given Performance Period. | |
H) | This Award is subject to the terms of the Plan and Administrative Guidelines promulgated under it |
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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. |
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BROWN-FORMAN CORPORATION |
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By: | ||||
Lisa Steiner | ||||
Senior Vice President, Chief Human Resources Officer |
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This ‘8-K’ Filing | Date | Other Filings | ||
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Filed on: | 7/23/10 | |||
For Period End: | 7/21/10 | |||
7/22/04 | 4, 4/A, 8-K, DEF 14A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/16/23 Brown-Forman Corp. 10-K 4/30/23 122:15M 6/17/22 Brown-Forman Corp. 10-K 4/30/22 124:14M 6/21/21 Brown-Forman Corp. 10-K 4/30/21 127:14M |