The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
Effective January 1, 1997
The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
TABLE OF CONTENTS
Page
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Purpose...........................................................................................................1
ARTICLE 1.........................................................................................................1
ARTICLE 2.........................................................................................................6
2.1 Selection by Committee....................................................................................6
2.2 Enrollment Requirements...................................................................................6
2.3 Eligibility; Commencement of Participation................................................................6
2.4 Termination of Participation and/or Deferrals.............................................................6
ARTICLE 3.........................................................................................................7
3.1 Minimum Deferral..........................................................................................7
3.2 Maximum Deferral..........................................................................................7
3.3 Election to Defer; Effect of Election Form................................................................7
3.4 Withholding of Deferral Amounts...........................................................................8
3.5 Interest Crediting Prior to Distribution..................................................................8
3.6 Interest Crediting for Installment Distributions..........................................................8
3.7 Taxes.....................................................................................................8
ARTICLE 4.........................................................................................................9
4.1 Short-Term Payout.........................................................................................9
4.2 Other Benefits Take Precedence Over Short-Term Payout.....................................................9
4.3 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.....................................9
4.4 Withdrawal Election......................................................................................10
ARTICLE 5........................................................................................................10
5.1 Termination Benefit......................................................................................10
5.2 Payment of Termination Benefit...........................................................................10
5.3 Death Prior to Completion of Termination Benefit.........................................................10
ARTICLE 6........................................................................................................11
6.1 Pre-Termination Survivor Benefit.........................................................................11
6.2 Payment of Pre-Termination Survivor Benefit..............................................................11
ARTICLE 7........................................................................................................12
7.1 Beneficiary..............................................................................................12
7.2 Beneficiary Designation; Change; Spousal Consent.........................................................12
7.3 Acknowledgment...........................................................................................12
7.4 No Beneficiary Designation...............................................................................12
7.5 Doubt as to Beneficiary..................................................................................12
7.6 Discharge of Obligations.................................................................................12
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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
ARTICLE 8........................................................................................................13
8.1 Termination..............................................................................................13
8.2 Amendment................................................................................................13
8.3 Plan Agreement...........................................................................................14
8.4 Interest Rate in the Event of a Change in Control........................................................14
8.5 Effect of Payment........................................................................................14
ARTICLE 9........................................................................................................14
9.1 Committee Duties.........................................................................................14
9.2 Agents...................................................................................................14
9.3 Binding Effect of Decisions..............................................................................14
9.4 Indemnity of Committee...................................................................................15
9.5 Employer Information.....................................................................................15
ARTICLE 10.......................................................................................................15
10.1 Coordination with Other Benefits........................................................................15
ARTICLE 11.......................................................................................................15
11.1 Presentation of Claim...................................................................................15
11.2 Notification of Decision................................................................................16
11.3 Review of a Denied Claim................................................................................16
11.4 Decision on Review......................................................................................17
11.5 Legal Action............................................................................................17
ARTICLE 12.......................................................................................................17
12.1 Establishment of the Trust..............................................................................17
12.2 Interrelationship of the Plan and the Trust.............................................................17
12.3 Distributions From the Trust............................................................................17
ARTICLE 13.......................................................................................................18
13.1 Status of Plan..........................................................................................18
13.2 Unsecured General Creditor..............................................................................18
13.3 Employer's Liability....................................................................................18
13.4 Nonassignability........................................................................................18
13.5 Not a Contract of Employment............................................................................18
13.6 Furnishing Information..................................................................................18
13.7 Terms...................................................................................................19
13.8 Captions................................................................................................19
13.9 Governing Law...........................................................................................19
13.10 Notice.................................................................................................19
13.11 Successors.............................................................................................19
13.12 Spouse's Interest......................................................................................19
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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
13.13 Validity...............................................................................................20
13.14 Incompetent............................................................................................20
13.15 Court Order............................................................................................20
13.16 Distribution in the Event of Taxation..................................................................20
13.17 Insurance..............................................................................................21
13.18 Legal Fees To Enforce Rights After Change in Control...................................................21
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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
THE ROBERT MONDAVI CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
Effective January 1, 1997
Purpose
The purpose of this Plan is to provide specified benefits to
Directors who contribute materially to the continued growth, development and
future business success of The Robert Mondavi Corporation, a California
corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan
shall be unfunded for tax purposes and for purposes of Title I of ERISA.
ARTICLE 1
Definitions
For purposes of this Plan, unless otherwise clearly apparent
from the context, the following phrases or terms shall have the following
indicated meanings:
1.1 "Account Balance" shall mean the Deferral Account balance. The Account
Balance shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid to a
Participant, or his or her designated Beneficiary, pursuant to this Plan.
1.2 "Annual Deferral Amount" shall mean that portion of a Participant's
Directors Fees that a Participant elects to have, and is deferred, in
accordance with Article 3, for any one Plan Year. In the event of a
Participant's Termination of Directorship prior to the end of a Plan Year,
such year's Annual Deferral Amount shall be the actual amount withheld
prior to such event.
1.3 "Beneficiary" shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 7, that are entitled to
receive benefits under this Plan upon the death of a Participant.
1.4 "Beneficiary Designation Form" shall mean the form established from time to
time by the Committee that a Participant completes, signs and returns to
the Committee to designate one or more Beneficiaries.
1.5 "Board" shall mean the board of directors of the Company.
1.6 "Change in Control" shall mean the first to occur of any of the following
events:
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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
(a) Any "person" (as that term is used in Section 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934) ("Exchange
Act"), other than Robert G. Mondavi, the issue of Robert G.
Mondavi and Majorie Mondavi, and any entity with respect to which
Robert G. Mondavi or such issue have investment or dispositive
power or authority ("Mondavi"), after the Effective Date, has
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of the
Company's outstanding Class A Common Stock or 20% or more of
either (i) the combined voting power of the then outstanding
shares of common stock of the Company (the "Outstanding Company
Common Stock") or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting Securities"); provided, however that for purposes of this
subsection (a), the following acquisitions of securities shall
not constitute a Change in Control: (1) any acquisitions directly
from the Company; (2) any acquisition by the Company, including
any acquisition which, by reducing the number of shares
outstanding, is the sole cause for increasing the percentage of
shares beneficially owned by any such Person to more than the
applicable percentage set forth above; (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or by any corporation controlled by the Company;
or (4) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of
Section 1.10(c); or
(b) Individuals who, as of the Effective Date, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the Effective Date
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least three-quarters
of the directors then comprising the Incumbent Board, shall be
considered as though such individual were a member of Incumbent
Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the
Board; or
(c) Consummation by the Company of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company or acquisition of
assets of another corporation (a "Business Combination"), in each
case, unless, following such Business Combination, (i) all or
substantially all of the individuals and entitles who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and the Outstanding Company Voting Securities
immediately prior to such
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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
Business Combination beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding shares
of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the
corporation resulting from such Business Combination
(including, without limitation, a corporation which as a
result of such transaction owns the Company or all of
substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities, as the
case may be, (ii) no Person (excluding any employee benefit
plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership
existed prior to the Business Combination and (iii) at least
a majority of the members of the board of directors of the
corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution
of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
1.7 "Claimant" shall have the meaning set forth in Section 11.1.
1.8 "Code" shall mean the Internal Revenue Code of 1986, as it may be amended
from time to time.
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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
1.9 "Committee" shall mean the committee described in Article 9.
1.10 "Company" shall mean The Robert Mondavi Corporation, a California
corporation, and any successor to all or substantially all of the Company's
assets or business.
1.11 "Crediting Rate" shall mean, for each Plan Year, an interest rate, stated
as an annual rate, determined and announced by the Committee before the
Plan Year for which it is to be used that is equal to 120% of the
applicable "Moody's Rate." The Moody's Rate for a Plan Year shall be an
interest rate, stated as an annual rate, that (i) is published in Moody's
Bond Record under the heading of "Moody's Corporate Bond Yield
Averages--Av. Corp," and (ii) is equal to the average corporate bond yield
calculated for the month of September that immediately precedes the Plan
Year for which the rate is to be used.
1.12 "Deferral Account" shall mean (i) the sum of all of a Participant's Annual
Deferral Amounts, plus (ii) interest credited in accordance with all the
applicable interest crediting provisions of this Plan that relate to the
Participant's Deferral Account, less (iii) all distributions made to the
Participant or his or her Beneficiary pursuant to this Plan that relate to
the Participant's Deferral Account. This account shall be a bookkeeping
entry only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to the Participant, or his or her
designated Beneficiary, pursuant to this Plan.
1.13 "Director" shall mean any member of the board of directors of any Employer.
1.14 "Directors Fees" shall mean the annual fees paid by any Employer, including
retainer fees and meetings fees, as compensation for serving on the board
of directors.
1.15 "Election Form" shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee
to make an election under the Plan.
1.16 "Employer(s)" shall mean the Company and/or any of its subsidiaries (now in
existence or hereafter formed or acquired) that have been selected by the
Board to participate in the Plan and have adopted the Plan as a sponsor.
1.17 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.
1.18 "Participant" shall mean any Director (i) who is selected to participate in
the Plan, (ii) who elects to participate in the Plan, (iii) who signs a
Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv)
whose signed Plan Agreement, Election Form and Beneficiary Designation Form
are accepted by the Committee, (v) who commences participation in the Plan,
and (vi) whose Plan Agreement has not terminated. A spouse or former spouse
of a Participant shall not be treated as a Participant in the Plan or have
an account balance under the Plan, even if he or she has an interest in the
Participant's benefits
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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
under the Plan as a result of applicable law or property settlements
resulting from legal separation or divorce.
1.19 "Plan" shall mean the Company's Deferred Compensation Plan for Directors,
which shall be evidenced by this instrument and by each Plan Agreement, as
they may be amended from time to time.
1.20 "Plan Agreement" shall mean a written agreement, as may be amended from
time to time, which is entered into by and between an Employer and a
Participant. Each Plan Agreement executed by a Participant and the
Participant's Employer shall provide for the entire benefit to which such
Participant is entitled to under the Plan, and the Plan Agreement bearing
the latest date of acceptance by the Committee shall govern such
entitlement. The terms of any Plan Agreement may be different for any
Participant, and any Plan Agreement may provide additional benefits not set
forth in the Plan or limit the benefits otherwise provided under the Plan;
provided, however, that any such additional benefits or benefit limitations
must be agreed to by both the Employer and the Participant.
1.21 "Plan Year" shall begin on January 1 of each year and continue through
December 31.
1.22 "Pre-Termination Survivor Benefit" shall mean the benefit set forth in
Article 6.
1.23 "Short-Term Payout" shall mean the payout set forth in Section 4.1.
1.24 "Termination Benefit" shall mean the benefit set forth in Article 5.
1.25 "Termination of Directorship" shall mean the severing of service as a
Director of all Employers, voluntarily or involuntarily, for any reason.
1.26 "Trust" shall mean the trust established pursuant to that certain Master
Trust Agreement, between the Company and the trustee named therein, as
amended from time to time.
1.27 "Unforeseeable Financial Emergency" shall mean an unanticipated emergency
that is caused by an event beyond the control of the Participant that would
result in severe financial hardship to the Participant resulting from (i) a
sudden and unexpected illness or accident of the Participant or a dependent
of the Participant, (ii) a loss of the Participant's property due to
casualty, or (iii) such other extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, all as
determined in the sole discretion of the Committee.
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ARTICLE 2
Selection, Enrollment, Eligibility
2.1 Selection by Committee. Participation in the Plan shall be limited to the
Directors of the Employers.
2.2 Enrollment Requirements. As a condition to participation, each selected
Director shall complete, execute and return to the Committee a Plan
Agreement, an Election Form and a Beneficiary Designation Form, all within
30 days after he or she is selected to participate in the Plan. In
addition, the Committee shall establish from time to time such other
enrollment requirements as it determines, in its sole discretion, are
necessary.
2.3 Eligibility; Commencement of Participation. Provided a Director selected to
participate in the Plan has met all enrollment requirements set forth in
this Plan and required by the Committee, including returning all required
documents to the Committee within the specified time period, that Director
shall commence participation in the Plan on the first day of the month
following the month in which the Director completes all enrollment
requirements. If a Director fails to meet all such requirements within the
required 30 day period, that Director shall not be eligible to participate
in the Plan until the first day of the Plan Year following the delivery to
and acceptance by the Committee of the required documents.
2.4 Termination of Participation and/or Deferrals. If the Committee determines
in good faith that a Participant no longer qualifies as a Director, the
Committee shall have the right, in its sole discretion, to (i) terminate
any deferral election the Participant has made for the Plan Year in which
the Participant's membership status changes, (ii) prevent the Participant
from making future deferral elections and/or (iii) immediately distribute
the Participant's then Account Balance as a Termination Benefit and
terminate the Participant's participation in the Plan. If the Committee
chooses to terminate the Participant's participation in the Plan, the
Committee may, in its sole discretion, reinstate the Participant to full
Plan participation at such time in the future as the Participant again
becomes a Director.
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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
ARTICLE 3
Deferral Commitments/Interest Crediting/Taxes
3.1 Minimum Deferral. For each Plan Year, a Participant may elect to defer, as
his or her Annual Deferral Amount, his or her Directors Fees in the
following minimum amount for each deferral elected:
Minimum
Deferral Amount
-------- ------
Directors Fees $ 0
If no election is made, the amount deferred shall be zero.
3.2 Maximum Deferral. For each Plan Year, a Participant may elect to defer, as
his or her Annual Deferral Amount, his or her Directors Fees up to the
following maximum percentage:
Maximum
Deferral Percentage
-------- ----------
Directors Fees 100%
Notwithstanding the foregoing, if a Participant first becomes a
Participant after the first day of a Plan Year, or in the case of
the first Plan Year of the Plan itself, the maximum Annual
Deferral Amount shall be limited to the amount of Directors Fees
not yet earned by the Participant as of the later of January 1,
1997 or the date the Participant submits a Plan Agreement and
Election Form to the Committee for acceptance.
3.3 Election to Defer; Effect of Election Form.
(a) First Plan Year. In connection with a
Participant's commencement of participation in
the Plan, the Participant shall make an
irrevocable deferral election for the Plan Year
in which the Participant commences participation
in the Plan, along with such other elections as
the Committee deems necessary or desirable under
the Plan. For these elections to be valid, the
Election Form must be completed and signed by
the Participant, timely delivered to the
Committee (in accordance with Section 2.3 above)
and accepted by the Committee.
(b) Subsequent Plan Years. For each succeeding Plan
Year, an irrevocable deferral election for that
Plan Year, and such other elections as the
Committee deems necessary or desirable under the
Plan, shall be made by timely delivering to the
Committee, in accordance with its rules and
procedures before the end of the Plan Year
preceding the Plan Year for which the election
is made, a new Election Form. If no Election
Form is timely
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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
delivered for a Plan Year, no Annual Deferral
Amount shall be withheld for that Plan Year.
3.4 Withholding of Deferral Amounts. For each Plan Year, the Annual Deferral
Amount shall be withheld at the time the Directors Fees are or otherwise
would be paid to the Participant.
3.5 Interest Crediting Prior to Distribution. Prior to any distribution of
benefits, interest shall be credited and compounded annually on a
Participant's Deferral Account as though the Annual Deferral Amount for
that Plan Year was withheld at the beginning of the Plan Year. However, if
a Participant's commencement of participation in the Plan is other than the
first day of the Plan Year, then interest crediting for the Annual Deferral
Amount shall commence as of the date that the Participant commences
participation in the Plan. The rate of interest for crediting shall be the
Crediting Rate, which rate shall be treated as the nominal rate for
crediting interest. In the event of Termination of Directorship prior to
the end of a Plan Year, the basis for that year's interest crediting will
be a fraction of the full year's interest, based on the number of full
months that the Participant was a Director during the Plan Year prior to
the occurrence of such event. If a distribution is made under this Plan,
for purposes of crediting interest up to the time of the distribution, the
Participant's Account Balance shall be reduced as of the first day of the
month in which the distribution is made.
3.6 Interest Crediting for Installment Distributions. If a Participant's
benefits under this Plan are to be paid in substantially equal monthly
installments, such payments shall be determined by amortizing the
Participant's specified benefit over the number of months elected, using
the interest rate specified below and treating the first installment
payment as all principal and each subsequent installment payment, first as
interest accrued for the applicable installment period on the unpaid
Account Balance and second as a reduction in the Account Balance. The
interest rate to be used to calculate installment payment amounts shall be
a fixed interest rate that is determined by averaging the Crediting Rates
for the Plan Year in which installment payments commence and the four (4)
preceding Plan Years. This rate shall be treated as the nominal rate for
making such calculations. If a Participant has completed fewer than five
(5) Plan Years, this average shall be determined using the Base Rates for
the Plan Years during which the Participant participated in the Plan.
3.7 Taxes. The Participant's Employer(s), or the trustee of the Trust, shall
withhold from any payments made to a Participant under this Plan all
federal, state and local income and other taxes required to be withheld by
the Employer(s), or the trustee of the Trust, in connection with such
payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust.
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ARTICLE 4
Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election
4.1 Short-Term Payout. In connection with each election to defer an Annual
Deferral Amount, a Participant may irrevocably elect to receive a future
"Short-Term Payout" from the Plan with respect to that Annual Deferral
Amount. Subject to the Deduction Limitation, the Short-Term Payout shall be
a lump sum payment in an amount that is equal to the Annual Deferral Amount
plus interest credited in the manner provided in Section 3.5 above on that
amount, determined at the time that the Short-Term Payout becomes payable
(rather than the date of a Termination of Directorship). Subject to the
other terms and conditions of this Plan, each Short-Term Payout elected
shall be paid within 60 days of the first day of any Plan Year designated
by the Participant that is at least 3 years after the last day of the Plan
Year in which the Annual Deferral Amount is actually deferred.
4.2 Other Benefits Take Precedence Over Short-Term Payout. Should a Termination
of Directorship occur that triggers a benefit, any Annual Deferral Amount,
plus interest thereon, that is subject to a Short-Term Payout election
under Section 4.1 shall not be paid in accordance with Section 4.1, but
shall be paid in accordance with the other applicable Article.
4.3 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If
the Participant experiences an Unforeseeable Financial Emergency, the
Participant may petition the Committee to (i) suspend any deferrals
required to be made by a Participant and/or (ii) receive a partial or full
payout from the Plan. The payout shall not exceed the lesser of the
Participant's Account Balance, calculated as if such Participant were
receiving a Termination Benefit, or the amount reasonably needed to satisfy
the Unforeseeable Financial Emergency. If, subject to the sole discretion
of the Committee, the petition for a suspension and/or payout is approved,
suspension shall take effect upon the date of approval and any payout shall
be made within 60 days of the date of approval.
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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
4.4 Withdrawal Election. A Participant may elect, at any time, to withdraw all
of his or her Account Balance, calculated as if there had occurred a
Termination of Directorship as of the day of the election, less a
withdrawal penalty equal to 10% of such amount (the net amount shall be
referred to as the "Withdrawal Amount"). This election can be made at any
time before or after Termination of Directorship, and whether or not the
Participant (or Beneficiary) is in the process of being paid pursuant to an
installment payment schedule. No partial withdrawals of the Withdrawal
Amount shall be allowed. The Participant (or his or her Beneficiary) shall
make this election by giving the Committee advance written notice of the
election in a form determined from time to time by the Committee. The
Participant (or his or her Beneficiary) shall be paid the Withdrawal Amount
within 60 days of his or her election. Once the Withdrawal Amount is paid,
the Participant's participation in the Plan shall terminate and the
Participant shall not be eligible to participate in the Plan in the future.
ARTICLE 5
Termination Benefit
5.1 Termination Benefit. Participant who has a Termination of Directorship
shall receive, as a Termination Benefit, his or her Account Balance.
5.2 Payment of Termination Benefit. A Participant, in connection with his or
her commencement of participation in the Plan, shall elect on an Election
Form to receive the Termination Benefit in a lump sum or in substantially
equal monthly payments (the latter determined in accordance with Section
3.6 above) over a period of 60, 120 or 180 months. The Participant may
annually change his or her election to an allowable alternative payout
period by submitting a new Election Form to the Committee, provided that
any such Election Form is submitted at least 2 years prior to the
Participant's Termination of Directorship and is accepted by the Committee
in its sole discretion. The Election Form most recently accepted by the
Committee shall govern the payout of the Termination Benefit. If a
Participant does not make any election with respect to the payment of the
Termination Benefit, then such benefit shall be payable in a lump sum. The
lump sum payment shall be made, or installment payments shall commence, no
later than 60 days after the date of the Participant Termination.
5.3 Death Prior to Completion of Termination Benefit. If a Participant dies
after Termination of Directorship but before the Termination Benefit is
paid in full, the Participant's unpaid Termination Benefit payments shall
continue and shall be paid to the Participant's
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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
Beneficiary (a) over the remaining number of months and in the same amounts
as that benefit would have been paid to the Participant had the
Participant survived, or (b) in a lump sum, if requested by the
Beneficiary and allowed in the sole discretion of the Committee, that is
equal to the Participant's unpaid remaining Account Balance.
ARTICLE 6
Pre-Termination Survivor Benefit
6.1 Pre-Termination Survivor Benefit. The Participant's Beneficiary shall
receive a Pre-Termination Survivor Benefit equal to the Participant's
Account Balance, if the Participant dies before he or she experiences a
Termination of Directorship.
6.2 Payment of Pre-Termination Survivor Benefit. A Participant, in connection
with his or her commencement of participation in the Plan, shall elect on
an Election Form whether the Pre-Termination Survivor Benefit shall be
received by his or her Beneficiary in a lump sum or in substantially equal
monthly payments (the latter determined in accordance with Section 3.6
above) over a period of 60, 120 or 180 months. The Participant may annually
change this election to an allowable alternative payout period by
submitting a new Election Form to the Committee, which form must be
accepted by the Committee in its sole discretion. The Election Form most
recently accepted by the Committee prior to the Participant's death shall
govern the payout of the Participant's Pre-Termination Survivor Benefit. If
a Participant does not make any election with respect to the payment of the
Pre-Termination Survivor Benefit, then such benefit shall be paid in a lump
sum. Despite the foregoing, if the Participant's Account Balance at the
time of his or her death is less than $25,000, payment of the
Pre-Termination Survivor Benefit may be made, in the sole discretion of the
Committee, in a lump sum or in monthly installment payments that do not
exceed five years in duration. The lump sum payment shall be made, or
installment payments shall commence, no later than 60 days after the date
the Committee is provided with proof that is satisfactory to the Committee
of the Participant's death. Any payment made shall be subject to the
Deduction Limitation.
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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
ARTICLE 7
Beneficiary Designation
7.1 Beneficiary. Each Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as contingent)
to receive any benefits payable under the Plan to a beneficiary upon the
death of a Participant. The Beneficiary designated under this Plan may be
the same as or different from the Beneficiary designation under any other
plan of an Employer in which the Participant participates.
7.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall
designate his or her Beneficiary by completing and signing the Beneficiary
Designation Form, and returning it to the Committee or its designated
agent. A Participant shall have the right to change a Beneficiary by
completing, signing and otherwise complying with the terms of the
Beneficiary Designation Form and the Committee's rules and procedures, as
in effect from time to time. If the Participant names someone other than
his or her spouse as a Beneficiary, a spousal consent, in the form
designated by the Committee, must be signed by that Participant's spouse
and returned to the Committee. Upon the acceptance by the Committee of a
new Beneficiary Designation Form, all Beneficiary designations previously
filed shall be canceled. The Committee shall be entitled to rely on the
last Beneficiary Designation Form filed by the Participant and accepted by
the Committee prior to his or her death.
7.3 Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by
the Committee or its designated agent.
7.4 No Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided in Sections 7.1, 7.2 and 7.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant's benefits, then the Participant's
designated Beneficiary shall be deemed to be his or her surviving spouse.
If the Participant has no surviving spouse, the benefits remaining under
the Plan to be paid to a Beneficiary shall be payable to the executor or
personal representative of the Participant's estate.
7.5 Doubt as to Beneficiary. If the Committee has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, the Committee shall
have the right, exercisable in its discretion, to cause the Participant's
Employer to withhold such payments until this matter is resolved to the
Committee's satisfaction.
7.6 Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers
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and the Committee from all further obligations under this Plan with
respect to the Participant, and that Participant's Plan Agreement shall
terminate upon such full payment of benefits.
ARTICLE 8
Termination, Amendment or Modification
8.1 Termination. Although the Employers anticipate that they will continue the
Plan for an indefinite period of time, there is no guarantee that any
Employer will continue the Plan or will not terminate the Plan at any time
in the future. Accordingly, each Employer reserves the right to discontinue
its sponsorship of the Plan and/or to terminate the Plan, at any time, with
respect to its participating Directors by the actions of its board of
directors. Upon the termination of the Plan with respect to any Employer,
the Plan Agreements of the affected Participants who are in the service of
that Employer as Directors shall terminate and their Account Balances,
determined as if they had experienced a Termination of Employment on the
date of Plan termination or, if Plan termination occurs after the date upon
which a Participant was eligible to Retire, then with respect to that
Participant as if he or she had Retired on the date of Plan termination,
shall be paid to the Participants as follows: Prior to a Change in Control,
an Employer shall have the right, in its sole discretion, and
notwithstanding any elections made by the Participant, to pay such benefits
in a lump sum or in monthly installments for up to 15 years, with interest
credited during the installment period as provided in Section 3.6. After a
Change in Control, the Employer shall be required to pay such benefits in a
lump sum. The termination of the Plan shall not adversely affect any
Participant or Beneficiary who has become entitled to the payment of any
benefits under the Plan as of the date of termination; provided however,
that the Employer shall have the right to accelerate installment payments
by paying the present value equivalent of such payments, using the
Crediting Rate for the Plan Year in which the termination occurs as the
discount rate, in a lump sum or pursuant to a different payment schedule
(provided that, the present value of all payments that will have been
received by a Participant at any given point in time under the different
payment schedule shall equal or exceed the present value of all payments
that would have been received at that point in time under the original
payment schedule).
8.2 Amendment. The Company may, at any time, amend or modify the Plan in whole
or in part with respect to any or all Employers by the actions of the
Company's board of directors; provided, however, that no amendment or
modification shall be effective to decrease or restrict the value of a
Participant's Account Balance in existence at the time the amendment or
modification is made, calculated as if the Participant had experienced a
Termination of Employment as of the effective date of the amendment or
modification, or, if the amendment or modification occurs after the date
upon which the Participant was eligible to Retire, as if the Participant
had Retired as of the effective date of the amendment or modification. The
amendment or modification of the Plan shall not affect any Participant or
Beneficiary who has become entitled to the payment of benefits under the
Plan as of the date of
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the amendment or modification; provided, however, that the Employer shall
have the right to accelerate installment payments by paying the present
value equivalent of such payments, using the Crediting Rate for the Plan
Year of the amendment or modification as the discount rate, in a lump sum
or pursuant to a different payment schedule (provided that, the present
value of all payments that will have been received by a Participant at
any given point in time under the different payment schedule shall equal
or exceed the present value of all payments that would have been received
at that point in time under the original payment schedule).
8.3 Plan Agreement. Despite the provisions of Sections 8.1 and 8.2 above, if a
Participant's Plan Agreement contains benefits or limitations that are not
in this Plan document, the Employer may only amend or terminate such
provisions with the consent of the Participant.
8.4 Interest Rate in the Event of a Change in Control. If a Change in Control
occurs, the applicable interest rate to be used in determining a
Participant's benefit in connection with a Termination of Directorship
after the Change in Control, or a Plan termination, amendment or
modification under Sections 8.1 and 8.2, shall be the Crediting Rate.
8.5 Effect of Payment. The full payment of the applicable benefit under Section
4 or 5 of the Plan shall completely discharge all obligations to a
Participant and his or her designated Beneficiaries under this Plan and the
Participant's Plan Agreement shall terminate.
ARTICLE 9
Administration
9.1 Committee Duties. This Plan shall be administered by a Committee which
shall consist of the Board, or such committee as the Board shall appoint.
Members of the Committee may be Participants under this Plan. The Committee
shall also have the discretion and authority to (i) make, amend, interpret,
and enforce all appropriate rules and regulations for the administration of
this Plan and (ii) decide or resolve any and all questions including
interpretations of this Plan, as may arise in connection with the Plan. Any
individual serving on the Committee who is a Participant shall not vote or
act on any matter relating solely to himself or herself. When making a
determination or calculation, the Committee shall be entitled to rely on
information furnished by a Participant or the Company.
9.2 Agents. In the administration of this Plan, the Committee may, from time to
time, employ agents and delegate to them such administrative duties as it
sees fit (including acting through a duly appointed representative) and may
from time to time consult with counsel who may be counsel to any Employer.
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9.3 Binding Effect of Decisions. The decision or action of the Committee with
respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules
and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Plan.
9.4 Indemnity of Committee. All Employers shall indemnify and hold harmless the
members of the Committee, and any Employee to whom duties of the Committee
may be delegated, against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this
Plan, except in the case of willful misconduct by the Committee or any of
its members or any such Employee.
9.5 Employer Information. To enable the Committee to perform its functions,
each Employer shall supply full and timely information to the Committee on
all matters relating to the compensation of its Participants, the date and
circumstances of the Termination of Directorship of its Participants, and
such other pertinent information as the Committee may reasonably require.
ARTICLE 10
Other Benefits and Agreements
10.1 Coordination with Other Benefits. The benefits provided for a Participant
and Participant's Beneficiary under the Plan are in addition to any other
benefits available to such Participant under any other plan or program for
Employees or Directors of the Participant's Employer. The Plan shall
supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.
ARTICLE 11
Claims Procedures
11.1 Presentation of Claim. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a
"Claimant") may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant
from the Plan. If such a claim relates to the contents of a notice received
by the Claimant, the claim must be made within 60 days after such notice
was received by the Claimant. The claim must state with particularity the
determination desired by the Claimant. All other claims must be made within
180 days of the date on which the event that caused
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the claim to arise occurred. The claim must state with particularity the
determination desired by the Claimant.
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11.2 Notification of Decision. The Committee shall consider a Claimant's claim
within a reasonable time, and shall notify the Claimant in writing:
(a) that the Claimant's requested determination has been made,
and that the claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in
whole or in part, to the Claimant's requested determination,
and such notice must set forth in a manner calculated to be
understood by the Claimant:
(i) the specific reason(s) for the denial of the claim, or
any part of it;
(ii) specific reference(s) to pertinent provisions of the
Plan upon which such denial was based;
(iii) a description of any additional material or
information necessary for the Claimant to perfect the
claim, and an explanation of why such material or
information is necessary; and
(iv) an explanation of the claim review procedure set forth
in Section 14.3 below.
11.3 Review of a Denied Claim. Within 60 days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or
the Claimant's duly authorized representative) may file with the Committee
a written request for a review of the denial of the claim. Thereafter, but
not later than 30 days after the review procedure began, the Claimant (or
the Claimant's duly authorized representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents; and
(c) may request a hearing, which the Committee, in its sole
discretion, may grant.
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11.4 Decision on Review. The Committee shall render its decision on review
promptly, and not later than 60 days after the filing of a written request
for review of the denial, unless a hearing is held or other special
circumstances require additional time, in which case the Committee's
decision must be rendered within 120 days after such date. Such decision
must be written in a manner calculated to be understood by the Claimant,
and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions
upon which the decision was based; and
(c) such other matters as the Committee deems relevant.
11.5 Legal Action. A Claimant's compliance with the foregoing provisions of this
Article 11 is a mandatory prerequisite to a Claimant's right to commence
any legal action with respect to any claim for benefits under this Plan.
ARTICLE 12
Trust
12.1 Establishment of the Trust. The Company shall establish the Trust, and the
Employers shall annually transfer, within 60 days after the start of each
Plan Year, to the Trust such assets as the Employers determine, in their
sole discretion, are necessary to provide, on a present value basis, for
their respective future liabilities created with respect to the Annual
Deferral Amounts and interest credits for those amounts for that year.
12.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and
the Plan Agreement shall govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the Trust shall
govern the rights of the Employers, Participants and the creditors of the
Employers to the assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations under the Plan.
12.3 Distributions From the Trust. Each Employer's obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution shall reduce the Employer's obligations
under this Agreement.
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ARTICLE 13
Miscellaneous
13.1 Status of Plan. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that "is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees" within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1). The Plan shall be administered and interpreted to the extent
possible in a manner consistent with that intent.
13.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests
or claims in any property or assets of an Employer. For purposes of the
payment of benefits under this Plan, any and all of an Employer's assets
shall be, and remain, the general, unpledged unrestricted assets of the
Employer. An Employer's obligation under the Plan shall be merely that of
an unfunded and unsecured promise to pay money in the future.
13.3 Employer's Liability. An Employer's liability for the payment of benefits
shall be defined only by the Plan and the Plan Agreement, as entered into
between the Employer and a Participant. An Employer shall have no
obligation to a Participant under the Plan except as expressly provided in
the Plan and his or her Plan Agreement.
13.4 Nonassignability. Neither a Participant nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate, alienate or convey in advance of
actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure, attachment, garnishment or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.
13.5 Not a Contract of Employment. The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between any Employer
and the Participant. Any such employment is hereby acknowledged to be an
"at will" employment relationship that can be terminated at any time for
any reason, or no reason, with or without cause, and with or without
notice, except as otherwise provided in a written employment agreement.
Nothing in this Plan shall be deemed to give a Participant the right to be
retained in the service of any Employer, either as an Employee or a
Director, or to interfere with the right of any Employer to discipline or
discharge the Participant at any time.
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13.6 Furnishing Information. A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be requested
in order to facilitate the administration of the Plan and the payments of
benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.
13.7 Terms. Whenever any words are used herein in the masculine, they shall be
construed as though they were in the feminine in all cases where they would
so apply; and whenever any words are used herein in the singular or in the
plural, they shall be construed as though they were used in the plural or
the singular, as the case may be, in all cases where they would so apply.
13.8 Captions. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.
13.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State of
California without regard to its conflicts of laws principles.
13.10 Notice. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if delivered in writing to
the address below:
Mr. Michael Beyer
The Robert Mondavi Corporation
841 Latour Court
Napa, California 94558
Such notice shall be deemed given as of the date of delivery or,
if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.
Any notice or filing required or permitted to be given to a
Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Participant.
13.11 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Participant's Employer and its successors and assigns and
the Participant and the Participant's designated Beneficiaries.
13.12 Spouse's Interest. The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not
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limited to such spouse's will, nor shall such interest pass under
the laws of intestate succession.
13.13 Validity. In case any provision of this Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if
such illegal or invalid provision had never been inserted herein.
13.14 Incompetent. If the Committee determines in its discretion that a benefit
under this Plan is to be paid to a minor, a person declared incompetent or
to a person incapable of handling the disposition of that person's
property, the Committee may direct payment of such benefit to the guardian,
legal representative or person having the care and custody of such minor,
incompetent or incapable person. The Committee may require proof of
minority, incompetency, incapacity or guardianship, as it may deem
appropriate prior to distribution of the benefit. Any payment of a benefit
shall be a payment for the account of the Participant and the Participant's
Beneficiary, as the case may be, and shall be a complete discharge of any
liability under the Plan for such payment amount.
13.15 Court Order. The Committee is authorized to make any payments directed by
court order in any action in which the Plan or the Committee has been named
as a party. In addition, if a court determines that a spouse or former
spouse of a Participant has an interest in the Participant's benefits under
the Plan in connection with a property settlement or otherwise, the
Committee, in its sole discretion, shall have the right, notwithstanding
any election made by a Participant, to immediately distribute the spouse's
or former spouse's interest to that spouse or former spouse.
13.16 Distribution in the Event of Taxation.
(a) General. If, for any reason, all or any portion of a
Participant's benefit under this Plan becomes taxable to the
Participant prior to receipt, a Participant may petition the
Committee before a Change in Control, or the trustee of the Trust
after a Change in Control, for a distribution of that portion of
his or her benefit that has become taxable. Upon the grant of
such a petition, which grant shall not be unreasonably withheld,
a Participant's Employer shall distribute to the Participant
immediately available funds in an amount equal to the taxable
portion of his or her benefit (which amount shall not exceed a
Participant's unpaid Account Balance under the Plan). If the
petition is granted, the tax liability distribution shall be made
within 90 days of the date when the Participant's petition is
granted. Such a distribution shall affect and reduce the benefits
to be paid under this Plan.
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(b) Trust. If the Trust terminates in accordance with its terms, and
benefits are distributed from the Trust to a Participant in
accordance therewith, the Participant's benefits under this Plan
shall be reduced to the extent of such distributions.
13.17 Insurance. The Employers, on their own behalf or on behalf of the
trustee of the Trust, and, in their sole discretion, may apply
for and procure insurance on the life of the Participant, in such
amounts and in such forms as the Trust may choose. The Employers
or the trustee of the Trust, as the case may be, shall be the
sole owner and beneficiary of any such insurance. The Participant
shall have no interest whatsoever in any such policy or policies,
and at the request of the Employers shall submit to medical
examinations and supply such information and execute such
documents as may be required by the insurance company or
companies to whom the Employers have applied for insurance.
13.18 Legal Fees To Enforce Rights After Change in Control. The Company
and each Employer is aware that upon the occurrence of a Change
in Control, the Board or the board of directors of the
Participant's Employer (which might then be composed of new
members) or a shareholder of the Company or the Participant's
Employer, or of any successor corporation might then cause or
attempt to cause the Company or the Participant's Employer or
such successor to refuse to comply with its obligations under the
Plan and might cause or attempt to cause the Company or the
Participant's Employer to institute, or may institute, litigation
seeking to deny Participants the benefits intended under the
Plan. In these circumstances, the purpose of the Plan could be
frustrated. Accordingly, if, following a Change in Control, it
should appear to any Participant that the Company, the
Participant's Employer or any successor corporation has failed to
comply with any of its obligations under the Plan or any
agreement thereunder or, if the Company, such Employer or any
other person takes any action to declare the Plan void or
unenforceable or institutes any litigation or other legal action
designed to deny, diminish or to recover from any Participant the
benefits intended to be provided, then the Company and the
Participant's Employer irrevocably authorize such Participant to
retain counsel of his or her choice at the expense of the Company
and the Employer (who shall be jointly and severally liable) to
represent such Participant in connection with the initiation or
defense of any litigation or other legal action, whether by or
against the Company, the Participant's Employer or any director,
officer, shareholder or other person affiliated with the Company,
the Participant's Employer or any successor thereto in any
jurisdiction.
IN WITNESS WHEREOF, the Company has signed this Plan document as of _____, 199_.
"Company"
--------------------------
a ________ corporation
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By: __________________________________
Title: ________________________________
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