AGREEMENT BETWEEN
THE XXXXXX MONDAVI CORPORATION
AND XXX XXXX
This Agreement is entered into by and between The Xxxxxx Mondavi
Corporation, a California corporation ("Company") and Xxx Xxxx ("Hall").
Recitals of Fact
. Hall was elected to Company's Board of Directors ("Board") at its Annual
Shareholders Meeting on December 12, 2003; the Company wishes to engage Hall to
serve as Chairman of the Board.
NOW, THEREFORE, IT IS AGREED:
1. Appointment: Effective January 8, 2004, Hall shall become
Chairman of the Board, subject to the condition precedent in
favor of Hall that the Board unanimously approves such
appointment and the terms of this Agreement.
2. Non-Employee Status: As Chairman, Hall will not be an employee of
Company and will not have certification responsibilities under
Xxxxxxxx- Xxxxx.
3. Term: It is anticipated that the term of this Agreement will run
through Company's fiscal year-end, 2007, subject to an extension
of the term as may be agreed upon by the parties; also, after
December 31, 2004, the Board of Directors, following a
recommendation of the Board's Nominating and Governance Committee
("N&G Committee") shall have the right to terminate this
Agreement, as xxxx Xxxx, any such termination right shall be
without cause on no less than sixty (60) days notice in advance.
4. Duties and Authority: Attached hereto as Exhibit 1 is a
description of the principal duties and authority of the Chairman
of the Board, subject to such modifications as the N&G Committee
and Hall may agree, subject to approval by the Board.
5. Time Commitment - Non Exclusive: The parties anticipate that over
each 12-month period during the term of this Agreement, Hall will
devote approximately 40 percent of his professional time, it
being understood that during the initial and certain other
periods, a greater or lesser amount of time may be utilized for
the performance of the services engaged hereunder. Hall shall be
free to perform consulting services for third parties, and Hall
may serve on other boards of directors, provided such clients or
companies are not engaged in businesses in competition with
Company or whose interests conflict with those of Company.
Company hereby agrees that Hall's financial interest and
managerial activities in connection with Long Meadow Ranch and
Long Meadow Ranch Winery, a producer of small quantities of Napa
Valley fine wines, and Hall's minority equity interest in Frog's
Leap Winery do not violate the terms of this engagement or Hall's
fiduciary responsibility to the Company.
6. Consultants and Advisors: Company recognizes that for Hall to
perform effectively his responsibilities hereunder, consultants
and advisors may have to be retained by Company as the parties
may agree.
7. Compensation and Other Consideration:
(a) Upon execution of this Agreement, Company shall make a
one-time payment of $750,000 in consideration of the
additional staffing and other costs Hall will experience at
Long Meadow Ranch as a result of the loss of the full-time
services of Hall as a consequence of his responsibilities
under this Agreement. Hall shall forego the retainer and
cash meeting fees payable to members of the Board, but will
retain stock option grants to Board members.
(b) Hall shall be paid a monthly fee of $50,000 and a minimum
annual cash bonus payment of $400,000, with any higher
amounts of stock or cash incentives as may be determined in
the discretion of Board, acting upon recommendations of the
Board's Compensation Committee.
(c) Hall shall have an office and full-time executive assistant
at one of the Company's offices as Company and Hall jointly
designate.
(d) Hall will not be a participant in Company's health,
insurance, profit sharing or other employee benefit plans.
(e) All travel by Hall will be by first class, commercial or
private aircraft as appropriate to the travel itinerary.
(f) Hall shall be reimbursed for any business expenses incurred
in the performance of their duties in keeping with Company
policies and as approved by the Board.
This Agreement shall be governed by California law and has been executed by
the parties this 8th day of January, 2004.
The Xxxxxx Mondavi Corporation Xxx Xxxx
By: _________________________________ ______________________________
By: _________________________________
