[Logo] [Canandaigua Wine Company]
October 5, 1999
Jon Moramarco
672 Greenview
Santa Rosa, CA 95403
Dear Jon:
I am pleased to confirm the terms of the offer extended to you for a position
with Canandaigua Wine Company, Inc. ("CWC" or the "Company"). As discussed, the
position is President and Chief Executive Officer reporting to me.
With regards to your compensation, the following describes the package:
o Starting biweekly base compensation of $13,269.23 ("Base Compensation")
subject to all deductions and withholdings required by law.
o Upon your employment you will receive an option to purchase 50,000 shares
of Canandaigua Brands, Inc. ("CBI") Class A Stock at the market price on
the date of the grant which shall be as soon as practicable after your
first day of employment. The option shall contain the standard terms
contained in grants currently being made to employees with a similar level
of responsibility.
o You will be eligible for participation in the annual Long Term Stock
Incentive Plan which provides you with CBI Stock options with a target of
1.5 times Base Compensation earned and a maximum of 1.75 times Base
Compensation earned divided by the share market price on the date of the
grant. For this fiscal year, the number of options you will receive will
equal 1.5 times your actual Base Compensation earned divided by the share
market price on date of grant.
o You will be eligible for a an annual discretionary bonus with a target of
50% and a maximum of 87.5% of your earned Base Compensation. Your bonus for
this fiscal year, however, shall not be less than 50% of your actual Base
Compensation earned.
o Relocation expenses will be reimbursed as per the Company's most inclusive
option under its relocation policy. In addition, the Company shall
reimburse you for temporary housing during a period of up to twelve (12)
months prior to your family's relocation to the Rochester, NY area.
o You are eligible for three (3) weeks vacation in each calendar year until
such time as you become eligible for more vacation under our vacation
policy, as such policy is amended from time to time.
o If you are terminated by the Company without cause, as determined in the
sole discretion of the Company, you will receive twenty-four (24) months
(reduced as hereafter provided) of Base Compensation ("Severance") in full
and final satisfaction of all the Company's obligations to you arising out
of such termination, conditioned upon your agreement to the terms of and
execution of the Company's standard form of Severance Agreement, General
Release and Waiver, as such may be amended by the Company from time to
time. Beginning with your first day of employment, for every two (2) months
of employment, you will receive one (1) month less of Base Compensation as
Severance such that at the end of one year of employment and during your
remaining term of employment, you will receive no less than eighteen (18)
months of Base Compensation as Severance arising out of a termination
without cause, subject to the other terms herein above provided.
o You will be eligible for your first performance and compensation review
which will be conducted and effective as of November, 2000.
o You will be eligible to participate in all existing employee benefit plans
as you become eligible under the terms of such plans as amended, added to
or discontinued from time to time, such as the health care, disability
insurance, life insurance, profit sharing, 401(k) and employee stock
purchase plans.
o This offer is subject to the terms of the CWC Employment Application.
Lastly, by executing this letter of agreement, you acknowledge and agree that
your employment with CWC is at will, meaning that it can be terminated by you or
CWC at any time, with or without cause. You further understand and agree that
this letter constitutes the entire agreement of the parties, and is governed by
New York State law. You hereby consent to binding arbitration under the rules of
the American Arbitration Association as they relate to commercial disputes in
Rochester, NY as the sole and exclusive means for resolution of any disputes
which may arise hereunder or in connection with your employment. No arbitration
award shall include any punitive, incidental, consequential or special damages
of any kind. Any such arbitration award may be entered in any court having
appropriate jurisdiction. There are no other written or oral agreements of the
parties, and this letter of agreement cannot be modified or amended, except in
writing executed by your direct supervisor.
If you have additional questions regarding this offer, or any issues regarding
your acceptance of this position, please call me within the next few days.
Please sign below and return this letter in the enclosed envelope so we can
expedite your employment process.
Sincerely,
CANANDAIGUA WINE COMPANY, INC.
/s/ Robert S. Sands
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Robert S. Sands
RSS:eb
ACCEPTED AND AGREED TO:
/s/ Jon Moramarco
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Jon Moramarco
DATE:
October 7, 1999
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