EMPLOYMENT AGREEMENT
Agreement made and entered into as of May 1, 2001 (the "Agreement") by and
between THE ROBERT MONDAVI CORPORATION, a California corporation (the "Company")
and GREGORY M. EVANS (the "Executive").
WITNESSETH:
WHEREAS, the Company is, effective this date, promoting Executive to the
position of President and Chief Executive Officer; and
WHEREAS, the parties wish to formalize the terms and conditions of the
Executive's employment;
NOW, THEREFORE, in consideration of the mutual obligations herein
contained, the parties hereto covenant and agree as follows:
1. EMPLOYMENT. The Company employ Executive in the capacity of President
and Chief Executive Officer. The Executive shall report to the Board of
Directors and perform duties specified in the job description attached hereto as
Exhibit A and such other duties, consistent with his training and experience,
and with duties customarily accorded a Chief Executive Officer, that the
Company's Board of Directors may from time to time direct. The Executive shall
initially be based in the Company's corporate offices at 841 Latour Court, Napa,
California 94558, but may be relocated during the term of this Agreement to such
other location in the San Francisco Bay Area where the Company establishes its
corporate headquarters. Executive shall receive office space and administrative
support at levels substantially similar to that received by the Company's other
senior management. Throughout the term of this Agreement, the Executive shall
devote his full business time and undivided attention to the business and
affairs of the Company and its affiliates, except for vacation, sick leave and
disability leave in accordance with the Company's policies. Nothing in this
Agreement, however, shall preclude the Executive from devoting reasonable
periods of time required for serving, as appropriate, as a member of a board of
directors of other non-competitive companies and from engaging in charitable and
public service activities, so long as such service or activities do not
interfere with the performance of his duties and responsibilities under this
Agreement.
2. TERM. This Agreement shall continue until terminated pursuant to Section
4 (Termination) below. The obligations of the Company and the Executive set
forth in Sections 4 (Termination), 5 (Compensation Upon Termination), 6
(Benefits Upon a Change of Control), 7 (Severance), 8 (Possible Adjustment of
Payments by the Company), 9 (Confidentiality and Restrictive Covenant), 10
(Withholding) and 11 (Miscellaneous) shall survive the termination of this
Agreement.
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3. COMPENSATION. For services rendered by the Executive during the term of
this Agreement, and for his performance of all additional obligations of
employment consistent with this Agreement, the Company agrees to pay the
Executive and the Executive agrees to accept the following salary, other
compensation and benefits:
3.1 Base Salary. During the term of this Agreement, the Company shall
pay the Executive a base salary, in equal bi-weekly installments, at the
annual rate of $500,000. Such base salary will be reviewed, based on the
Executive's performance, on or about September 1, 2002, and on or about
each subsequent September 1, by the Compensation Committee of the Board of
Directors, after consultation with the Chairman of the Board, with
adjustments, if any, approved by the Company's Board of Directors or
Compensation Committee. The Executive may elect to defer part or all of his
annual salary and annual cash bonus under the Company's salary deferral
plan in conformance with the terms of the plan in effect from time to time.
3.2 Incentive Compensation. In addition to the base salary provided in
Section 3.1 above, the Executive shall be eligible to participate in any
incentive compensation plan made generally available to the Company's
senior executives as such plan may exist from time to time. The amount of
the Executive's annual incentive compensation shall be based on performance
reviews as conducted by the Chairman of the Board, and approved by the
Company's Board of Directors or Compensation Committee.
3.3 Equity Incentive Plans. The Executive shall be eligible to
participate in the Company's stock option and equity incentive plans as
such plans may be adopted from time to time. Such participation shall be in
accordance with the terms and conditions of any such plan, and on a basis
generally consistent with the participation of other members of senior
management in such plan. Any specific grant of stock, options or other
stock-based awards under any such plan shall be subject to the approval of
the Board of Directors or Compensation Committee.
3.4 Benefits and Perquisites. The Executive shall be entitled to
participate, as long as he is an employee of the Company, in any and all of
the Company's present or future employee benefit plans, including without
limitation profit sharing, insurance plans, investing and other benefits,
which are generally applicable to the Company's management; provided,
however, that the accrual and receipt by the Executive of benefits under
any such present or future employee benefit plan shall be determined by the
provisions of such plan. The Company will pay the premiums on a $1 million
life insurance policy with beneficiaries designated by the Executive. The
terms and conditions of the coverage shall be substantially the same as
apply to other senior management from time to time. The Executive shall be
paid an automobile allowance in equal bi-weekly installments in accordance
with the Company's standard procedures. At the inception of this Agreement
the automobile allowance is $12,435 per year.
3.5 Reimbursable Expenses. The Executive will be reimbursed for all
reasonable expenses incurred by him in connection with the conduct of the
Company's business in accordance with the Company's expense reimbursement
policy then in effect and upon presentation of supporting documentation and
approval of such expenditures by the Board of Directors or his designee.
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4. TERMINATION OF EMPLOYMENT.
4.1 Disability. In the event the Executive's employment terminates due
to total and permanent disability he will continue to receive, for a period
of thirty (30) months, the same base salary which he was receiving prior to
such disability, offset by payments under the Executive's long-term
disability insurance policy, as such policy may be amended from time to
time (the "LTD Policy"). For all purposes of this Agreement, "disability"
shall be determined by reference to the LTD Policy.
4.2 Death. In the event of the death of the Executive during the term
of this Agreement, the Executive's rights and benefits under employee
benefit plans and programs of the Company, including life insurance, will
be determined in accordance with the terms and conditions of such plans and
programs as in effect on this date of death, and the Company shall
thereafter have no obligation to make any payments to the Executive
pursuant to Section 3 of this Agreement except any payments, rights or
benefits as may be already earned or vested up to the date of death.
4.3 Termination by the Company With Good Cause; Termination by the
Employee Without Good Reason. The Company may terminate this Agreement and
Executive's employment at any time with "Good Cause" (as defined below) or
Employee may voluntarily resign his employment by the Company without "Good
Reason" (as defined in Section 4.5 below). In such event, this Agreement
shall terminate on such date as shall be specified in writing by the
Company or on the 30th day following written notice of resignation by the
Executive. As used herein, the term "Good Cause" shall mean (i) willful
misconduct, dishonesty, or fraud by Executive in the performance of his
duties hereunder which is injurious to the business interests of the
Company or which results in gain to or personal enrichment of Executive or
the members of Executive's family at the Company's expense, (ii) the
continuing refusal of Executive to perform the material duties or to render
material services assigned to him from time to time consistent with this
Agreement after written notice by the Company to Executive of such refusal
and Executive's failure to cure such refusal within thirty (30) days of
such notice, or (iii) the conviction of Executive of a felony or any
misdemeanor involving dishonesty or moral turpitude.
4.4 Termination by the Company Without Good Cause. The Company may
terminate this Agreement and Executive's employment at any time without
Good Cause. In such event, this Agreement shall terminate on the 30th day
following written notice of such termination by the Company.
4.5 Termination by Employee for Good Reason. Executive may terminate
this Agreement and Executive's employment for any of the following reasons.
In such event, this Agreement shall terminate on the 30th day following
written notice of such termination by the Executive. As used herein, "Good
Reasons" shall include the occurrence of either of the following:
a. Company (or its successor following a reorganization, merger
or consolidation) fails to perform any material obligation of
Executive's employment (or any such successor fails to assume the
Company's obligations under this Agreement) after notice by Executive
to Company of such failure and the Company does not cure such failure
within thirty (30) days after receipt of written notice from
Executive; or
b. The assignment to Executive of duties (i) materially less than
those in force at the effective date of this Agreement or as
subsequently modified with Executive's acquiescence, (ii) materially
inconsistent with the terms of this Agreement, or (iii) materially
inconsistent with duties typically performed by senior managers with
equivalent positions in the wine industry.
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5. COMPENSATION UPON TERMINATION.
5.1 Termination by Company Without Cause; Termination by Employee With
Good Reason. In the event the Company initiates termination of Executive's
employment pursuant to Section 4.4 or the Executive gives notice of his
resignation pursuant to Section 4.5 more than 30 days prior to a Change of
Control (as defined in the following Section 6.1) or more than 24 months
after a Change of Control, the Company shall within 15 days after such
termination (i) pay to the Executive a lump-sum payment equal to his then
base salary for thirty (30) months and (ii) the Company shall, at its
discretion, either continue Executive's participation in the Company's
health insurance plan for the same thirty (30) month period subsequent to
termination or reimburse Executive for any COBRA payments necessary to
maintain such coverage, in each instance at the same cost to Executive as
he paid before termination, taking into account his responsibility for the
employee premium. The "tail period" during which Executive may exercise any
vested options and all other matters pertaining to options or other
stock-based awards shall be governed by the relevant provisions of the
applicable stock plan.
6. BENEFITS UPON A CHANGE OF CONTROL.
6.1 Change of Control. For purposes of this Agreement "Change of
Control" means the first of the following events to occur after the
effective date of this Agreement. "Exchange Act" means the Securities
Exchange Act of 1934, as amended:
a. Any person acquires, together with that person's Affiliates
and Associates (as defined in Rule 12(b)(2) under the Exchange Act),
Beneficial Ownership (as defined in Rule 13(d)(3) under the Exchange
Act) of 50% or more of the Company's issued and outstanding Class A
Common Shares or 20% or more of its issued and outstanding Class B
Common Shares;
b. Robert G. Mondavi and his lineal descendants as a group own
securities representing less than 51% of the combined voting power of
the Company's issued and outstanding voting securities;
c. During any period of two consecutive years (not including any
period prior to the date hereof), individuals who at the beginning of
such period constitute the Company's Board of Directors (and any new
director, whose election by the board or nomination for election by
the Company's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was so approved), cease for any reason to
constitute a majority of directors then constituting the board;
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d. A reorganization, merger or consolidation of the Company is
consummated (other than a reorganization resulting from the Company's
insolvency), in each case, unless, immediately following such
reorganization, merger or consolidation, (i) more than 50% of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners of the Company's voting stock
outstanding immediately prior to such reorganization, merger or
consolidation in substantially the same proportion as their beneficial
ownership of such voting stock immediately before the reorganization,
merger or consolidation, (ii) no person (but excluding for this
purpose any person beneficially owning, immediately prior to such
reorganization, merger or consolidation, directly or indirectly, 20%
or more of any class of the Company's issued and outstanding voting
stock) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Company's
board at the time of the execution of the initial agreement providing
for such reorganization, merger or consolidation;
e. The consummation of (i) a complete liquidation or dissolution
of the Company (other than as a result of the Company's insolvency) or
(ii) the sale or other disposition of all or substantially all of the
assets of the Company, other than to any corporation with respect to
which, immediately following such sale or other disposition, (A) more
than 50% of, respectively, the then outstanding shares of common stock
of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners of the Company's voting
securities outstanding immediately prior to such sale or other
disposition of assets, (B) no person (but excluding for this purpose
any person beneficially owning, immediately prior to such sale or
other disposition, directly or indirectly, 20% or more of any class of
the Company's issued and outstanding voting stock) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of such corporation or the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors
and (C) at least a majority of the members of the board of directors
of such corporation were members of the board at the time of the
execution of the initial agreement or action of the board providing
for such sale or other disposition of assets of the Company; or
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f. The Executive's employment is terminated or the Executive
resigns at any time (without regard to the express limitations
hereinbelow to the period beginning 30 days before and ending 24
months after one of the defined events constituting a Change of
Control) in circumstances (a "Deemed Change of Control") where the
Executive reasonably establishes that his termination or resignation
was on account of or in anticipation of a Change of Control.
Notwithstanding the foregoing, in no event shall a "Change of Control"
be deemed to have occurred with respect to Executive, if Executive is
part of a "group," within the meaning of Section 13(d)(3) of the
Exchange Act as in effect on the date hereof, which consummates the
Change of Control transaction. In addition, for purposes of the
definition of "Change of Control" a person engaged in business as an
underwriter of securities shall not be deemed to be the "Beneficial
Owner" of, or to "beneficially own," any securities acquired through
such person's participation in good faith in a firm commitment
underwriting until the expiration of forty days after the date of such
acquisition.
6.2 Vesting of Stock-Based Awards. Provided that Executive remains in
the employment of the Company as of the date 30 days preceding a Change of
Control, or if there is a Deemed Change of Control, then upon the
occurrence of the Change of Control or a Deemed Change of Control each
stock option and other stock-based award previously granted to him shall
continue to vest for so long as Executive's employment continues. If
termination of the Executive's employment is initiated within 30 days
before or two (2) years after the Change of Control (or immediately in case
of a Deemed Change of Control):
a. Each stock option and stock appreciation right then held by
Executive shall become fully (100%) vested and exercisable;
b. Any and all forfeiture provisions, transfer restrictions and
any other restrictions applicable to awards of restricted stock then
held by Executive shall immediately lapse in their entirety; and
c. The performance goals applicable to any performance-based
awards granted to Executive and outstanding immediately prior to the
Change of Control or Deemed Change of Control (and any other
applicable goals or objectives necessary for the vesting and payment
of any such awards) will be deemed to have been fully satisfied (i.e.,
achieved at the maximum performance level) and all applicable
forfeiture provisions, transfer restrictions and any other
restrictions shall immediately lapse in their entirety and all such
awards shall be fully and immediately payable.
7. SEVERANCE.
7.1 Termination Without Cause by the Company or by Executive for Good
Reason. If (i) Executive's employment with the Company is terminated during
the period commencing 30 days before a Change of Control and ending as of
the second anniversary of the Change of Control (x) by the Company without
Good Cause (other than by reason of the Executive's disability or death) or
(y) by Executive for Good Reason, or if (ii) there is a Deemed Change of
Control, then the Executive shall be entitled to the following benefits:
a. The Company shall pay Executive, within the time required by
applicable California law, the sum of (A) his accrued unpaid base
salary through the date of termination, (B) any prior year bonus
earned but not paid and (C) the full value of all vacation accrued but
not used as of the termination, determined as if the rules and
practices applicable under the Company's vacation policy in place
immediately prior to the Change of Control or Deemed Change of Control
had remained in effect through the termination. The Company shall
continue its contributions on Executive's behalf to the Company's
qualified retirement plan and the SERP in respect of amounts paid to
Executive under this subsection 7(a) and the following subsection
7(b). If under applicable law or regulations any such contribution is
forbidden, then the Company shall make a direct payment in the same
amount to Executive.
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b. The Company shall pay Executive, within fifteen days after his
termination in a single cash payment, an amount equal to two and
one-half (2 1/2) times the sum of Executive's base salary and Bonus
Amount. For this purpose "Bonus Amount" means the highest annual bonus
paid to Executive in respect of the three consecutive fiscal years of
the Company ended immediately prior to the Change of Control or Deemed
Change of Control or, if greater, the highest annual bonus paid to
Executive in respect of any annual period ended after the occurrence
of a Change of Control or Deemed Change of Control, but prior to his
Termination.
c. The Company shall provide to Executive the same health
coverage for 18 months as stipulated in section 5.1.
d. The Company shall reimburse Executive for the cost of any
outplacement and career counseling services received by Executive
within the two (2) year period following his termination, up to a
maximum aggregate reimbursement of $15,000.
e. Executive shall receive any other benefits under other plans
and programs of the Company in accordance with their terms.
f. Executive shall not be required to mitigate damages or the
amount of any payment provided for under this Agreement by seeking
other employment or otherwise, nor will any payments hereunder be
subject to offset in respect of any claims which the Company may have
against Executive, nor, except as provided in Section 7.1(c), shall
the amount of any payment or benefit provided for in this Section 7.1
be reduced by any compensation earned as a result of Executive's
employment with another employer.
7.2 Any Other Termination. If, during the period beginning 30 days
before and ending two years following a Change of Control, the Executive is
terminated by the Company with Good Cause or he resigns without Good
Reason, Executive shall be entitled to receive his base salary through the
date of termination, any prior year bonus earned but not paid and the full
value of all vacation accrued but not used as of his termination, payable
in a single cash payment within ten days after his termination, and any
other benefits under other plans and programs of the Company in accordance
with their terms.
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8. POSSIBLE ADJUSTMENT OF PAYMENTS BY THE COMPANY.
8.1 For purposes of this Section 8, (i) a Payment shall mean any
payment or distribution in the nature of compensation to or for the benefit
of the Executive, whether paid or payable pursuant to this Agreement or
otherwise; (ii) Severance Payment shall mean a Payment paid or payable
pursuant to section 5 or 6 of this Agreement (disregarding this Section 8);
(iii) Net After Tax Receipt shall mean the Present Value of a Payment net
of all taxes imposed on the Executive with respect thereto under Sections 1
and 4999 of the Code, determined by applying the highest marginal rate
under Section 1 of the Code which applied to the Executive's taxable income
for the immediately preceding taxable year; (iv) Present Value shall mean
such value determined in accordance with Section 280G(d)(4) of the Code;
and (v) Reduced Amount shall mean the smallest aggregate amount of Payments
which (x) is less than the sum of all Payments and (y) results in aggregate
Net After Tax Receipts which are equal to or greater than the Net After Tax
Receipts which would result if the aggregate Payments were any other amount
less than the sum of all Payments.
8.2 Anything in this Agreement to the contrary notwithstanding, in the
event that PricewaterhouseCoopers or its successor firm (the "Accounting
Firm") shall determine that receipt of all Payments would subject the
Executive to tax under Section 4999 of the Code, it shall determine whether
some amount of Payments would meet the definition of a "Reduced Amount." If
the Accounting Firm determines that there is a Reduced Amount, the
aggregate Severance Payments shall be reduced to such Reduced Amount;
provided, however, that if the Reduced Amount exceeds the aggregate
Severance Payments, the aggregate Payments shall, after the reduction of
all Severance Payments, be reduced (but not below zero) in the amount of
such excess.
8.3 If the Accounting Firm determines that aggregate Severance
Payments or Payments, as the case may be, should be reduced to the Reduced
Amount, the Company shall give the Executive notice to that effect and a
copy of the detailed supporting calculations thereof within 15 business
days of the receipt of the Accounting Firm's determination. The Executive
may then elect, in his sole discretion, which and how much of the Payments
shall be eliminated or reduced (as long as after such election the present
value of the aggregate Payments equals the Reduced Amount), and shall
advise the Company in writing of his election within ten days of his
receipt of notice. If no such election is made by the Executive within such
ten-day period, the Company may elect which of the Severance Payments or
Payments, as the case may be, shall be eliminated or reduced (as long as
after such election the present value of the aggregate Severance Payments
or Payments, as the case may be, equals the Reduced Amount) and shall
notify the Executive promptly of such election. All fees and expenses of
the Accounting Firm hall be borne solely by the Company. All determinations
made by the Accounting Firm under this Section shall be binding upon the
Company and the Executive. Within five days of receipt of the Accounting
Firm's determination, the Company shall pay to or distribute for the
benefit of the Executive such Payments as are then due to the Executive
under this Agreement and shall promptly pay to or distribute for the
benefit of the Executive in the future such Payments as become due to the
Executive under this Agreement.
8.4 While it is the intention of the Company and the Executive to
reduce the amounts payable or distributable to the Executive hereunder only
if the aggregate Net After Tax Receipts to the Executive would thereby be
increased, as a result of the uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Accounting
Firm hereunder, it is possible that amounts will have been paid or
distributed by the Company to or for the benefit of the Executive pursuant
to this Agreement which should not have been so paid or distributed
("Overpayment") or that additional amounts which will have not been paid or
distributed by the Company to or for the benefit of the Executive pursuant
to this Agreement could have been so paid or distributed ("Underpayment"),
in each case, consistent with the calculation of the Reduced Amount
hereunder. In the event that the Accounting Firm, based either upon the
assertion of a deficiency by the Internal Revenue Service against the
Company or the Executive which the Accounting Firm believes has a high
probability of success or controlling precedent or other substantial
authority, determines that an Overpayment has been made, any such
Overpayment paid or distributed by the Company to or for the benefit of the
Executive shall be treated for all purposes as a loan ab initio to the
Executive which the Executive shall repay to the Company together with
interest at the Applicable Federal Rate provided for in Section 7872(f)(2)
of the Code; provided, however, that no such loan shall be deemed to have
been made and no amount shall be payable by the Executive to the Company if
and to the extent such deemed loan and payment would not either reduce the
amount on which the Executive is subject to tax under Section 1 and Section
4999 of the Code or generate a refund of such taxes. In the event that the
Accounting Firm, based upon controlling precedent or other substantial
authority, determines that an Underpayment has occurred, any such
Underpayment shall be promptly paid by the Company to or for the benefit of
the Executive together with interest at the Applicable Federal Rate
provided for in Section 7872(f)(2) of the Code.
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9. CONFIDENTIALITY AND RESTRICTIVE COVENANT.
9.1 The Executive will not at any time, whether while employed by the
Company or thereafter, reveal to any person, firm or entity any trade or
business secrets or confidential, secret or privileged information about
the business of the Company or its subsidiaries or affiliates or its
officers, directors, employees or shareholders except as shall be required
by law or in the proper conduct of the Company's business.
9.2 For a period of one hundred eighty (180) days following any
termination of this Agreement, the Executive shall not recruit, attempt to
hire, direct, assist others in recruiting or hiring, or encourage any
employee of the Company to terminate his employment with the Company or to
accept employment with any subsequent employer or business with whom the
Executive is affiliated or receiving compensation in any way.
10. WITHHOLDING. All amounts payable hereunder which are or may become
subject to withholding under pertinent provisions of law or regulation shall be
reduced for applicable income and/or employment taxes required to be withheld.
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11. MISCELLANEOUS.
11.1 This Agreement (including the Exhibits hereto) supersedes any
prior agreements or understandings, oral or written, with respect to
employment of the Executive and constitutes the entire Agreement with
respect thereto, except for any written agreements or any other documents
between the Company and the Executive pursuant to the Company's employee
benefit, incentive compensation or equity plans. This agreement cannot be
altered or terminated orally and may be modified only by a subsequent
written agreement executed by both of the parties hereto.
11.2 This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
11.3 This Agreement shall be binding upon and shall inure to the
benefit of the Company and its successors and assigns. In that this
Agreement constitutes a non-delegable personal services agreement, it may
not be assigned by the Executive and any attempted assignment by the
Executive in violation of this covenant shall be null and void.
11.4 The failure of either party to insist on strict compliance with
any of the terms of this Agreement will not be deemed to be a waiver of any
terms of this Agreement or of the part's right to require strict compliance
of the terms of this Agreement in any other instance.
11.5 The invalidity or unenforceability of any provision of this
Agreement shall not effect the validity or enforceability of any other
provisions, which shall remain in full force and effect.
11.6 No party to this Agreement may initiate litigation with regard to
any dispute with respect to this Agreement until after all remedies set
forth in this Subsection 11.6 have been exhausted. In the event of any
dispute arising over this Agreement, either party shall have the right by
giving written notice to the other party (the "Mediation Notice") to
initiate non-binding mediation to be conducted by a mediator mutually
agreed to by the parties or, in the event the parties are unable to reach
such agreement within thirty (30) days of the giving of the Mediation
Notice, by a mediator appointed by the American Arbitration Association
("AAA") in accordance with the rules and regulations of the AAA, or by any
other body mutually agreed upon by the parties. Mediation shall take place
at San Francisco, California or any other location mutually agreeable to
the parties. In the event the parties resolve their dispute in mediation,
they shall enter into a mutual written agreement, which shall be binding on
both parties. In the event such agreement has not been entered into by the
parties within ninety (90) days after the selection of the mediator
pursuant to this Subsection 11.6, either party may initiate civil
litigation provided that any such litigation shall take place only in the
Superior Court for Napa County.
11.7 In the event of any breach of this Agreement that results in
litigation between the parties, the prevailing party shall be entitled to
its reasonable attorneys ' fees, expert witness fees and costs of suit. The
prevailing party shall be determined by the court, based upon an assessment
of which party's major arguments or positions taken in the proceedings
could fairly be said to have prevailed over the other party's major
arguments or positions on major disputed issues in the court's decision.
11.8 This Agreement may be executed in one or more counterparts. Any
copy of this Agreement with the original signatures of all parties appended
shall constitute an original.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
THE ROBERT MONDAVI CORPORATION EXECUTIVE
By: /s/ R. Michael Mondavi /s/ Gregory M. Evans
---------------------- --------------------
R. Michael Mondavi Gregory M. Evans
Chairman of the Board