EXHIBIT 10.5
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AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this "Amendment") dated
October 20, 1998 is by and between XXXXXX INCORPORATED, a Delaware corporation
(the "Company"), and XXXXXXXXX X. XXXX (the "Employee").
WHEREAS, the Company and Employee are parties to that certain Employment
Agreement dated September 1, 1990 (as amended by Amendment No. 1 to Employment
Agreement dated November 11, 1996, the "Agreement"), and desire to further amend
the Agreement on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Position and Duties. Paragraph 2 of the Agreement is hereby deleted in
its entirety and the following inserted therefor:
"Employee shall serve as the President and Chief Executive Officer of the
Company and as a member of the boards of directors of the Company and its
principal subsidiaries, and as a member of the Company's Management Committee.
The Employee shall report and be responsible directly to the Chief Executive
Officer of Canandaigua Brands, Inc. ("CBI"), with such powers and duties
consistent with his offices as may from time to time be authorized or directed
by CBI's Chief Executive Officer. Employee shall devote his full-time services
to the employment provided for herein. All services and duties of Employee
rendered hereunder shall be performed faithfully, diligently and competently and
to the highest standards of loyalty."
2. No Further Modifications. Except as specifically set forth herein, the
Agreement shall remain in full force and unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
COMPANY: EMPLOYEE:
XXXXXX INCORPORATED /s/ Xxxxxxxxx X. Xxxx
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Xxxxxxxxx X. Xxxx
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Vice President
