[LOGO]
CANANDAIGHT BRANDS, INC.
Fine Wines, Spirits & Beers
February 18, 2000
Thomas J. Mullin
109 Ambassador Drive
Rochester, NY 14610
Dear Tom:
I am pleased to confirm the terms of the offer extended to you for a position
with Canandaigua Brands, Inc. ("CB"). As discussed, the position is Executive
Vice President and General Counsel reporting to me.
With regards to your compensation, the following describes the package:
- - Starting biweekly base compensation of $11,538.61 ("Base Compensation")
subject to all deductions and withholdings required by law.
- - You will be eligible for a discretionary bonus under the Annual
Management Incentive Plan (as may be amended from time to time) with a
target of 45% and a maximum of 78.75% of your earned Base Compensation.
Your bonus for this fiscal year, however, shall not be less than 45% of
your annual Base Compensation.
- - Subject to Board approval, upon your employment you will receive an option
to purchase 50,000 shares of Canandaigua Brands, Inc. Class A Stock at the
market price on the date of the grant which shall be as soon as
practicable that the Board can act 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.
- - You will be eligible for participation in the annual Long Term Stock
Incentive Plan (as may be amended from time to time) which provides you
with CBI Stock options with a target of 1.25 times Base Compensation
earned and a maximum of 1.50 times Base Compensation earned divided by the
share market price on the date of the grant.
- - You are eligible for four (4) weeks vacation in calendar year 2000, and
four (4) weeks vacation during each following 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.
- - 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 month 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 twelve (12)
months of Base Compensation as Severance arising out of a termination
without cause, subject to the other terms herein above provided.
- - You will be eligible for your first performance and compensation review
which will be conducted and effective as of March 1, 2001.
- - 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.
- - This offer is subject to the terms of the CB Employment Application.
The start date for this position will be May 29/30, 2000.
Lastly, by executing this letter of agreement, you acknowledge and agree that
your employment with CB is at will, meaning that it can be terminated by you or
CB 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 the President of CB.
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 BRANDS, INC.
/s/ Richard Sands
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Richard Sands
President & CEO
jc
ACCEPTED AND AGREED TO:
/s/ Thomas J. Mullin
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Date: 3/10/00
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