EXHIBIT 10.35
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BRL HARDY LIMITED
Company
STEPHEN BRIAN MILLER
Executive
NON-COMPETITION AGREEMENT
LAWYERS
Levels 23-35 No. 1
O'Connell Street
Sydney NSW
2000 Australia
PO Box H3 Australia Square Sydney NSW 1215
www.claytonutz.com
Tel + 61 2 9353 4000
Fax + 61 2 8220 6700
SYDNEY - MELBOURNE - BRISBANE - PERTH - CANBERRA - DARWIN
Liability limited by the
Solicitors' Limitation of Liability Scheme approved
under the Professional Standards Act 1994 (NSW)
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NON-COMPETITION AGREEMENT MADE AT
ON
PARTIES BRL
HARDY LIMITED of (INSERT ADDRESS) ("COMPANY")
STEPHEN BRIAN MILLER
of 14 Cygnet Street,
Novar Gardens in
the
State of South Australia 5040 ("EXECUTIVE")
RECITALS
A. The Executive is employed by the Company as its CEO of the Company and
subsequently is
to be employed as the
Managing Director of
Constellation
Wine.
B. The Executive's current
terms and conditions
of employment are
contained
in the Memorandum of Agreement (Service Contract) entered into by the
Company and the
Executive on 11 June 1996 ("SERVICE CONTRACT").
C. The parties have agreed to
enter into a
non-competition
agreement on the
terms
set out in this Agreement ("THE AGREEMENT"). The terms of the
Agreement
operate in conjunction with the terms of the Service Contract.
THE PARTIES AGREE
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1. DEFINITIONS AND
INTERPRETATION
1.1 DEFINITIONS
In this
Agreement:
"COMPANY"
means BRL Hardy Limited and its Related Bodies Corporate
and
Related
Entities, as those terms are defined in section 9 of the
Corporations
Act 2001, including without limitation
Constellation Brands,
Inc.
and any other vehicle through which the Company undertakes its
business
including,
without limitation, an
incorporated or unincorporated
joint
venture.
"RESTRAINT AREA"
means Australia, New Zealand, Europe, North America
(including the
United States of America and Canada) and any other material
geographical
area in which Constellation undertakes its business.
"RESTRAINT
PERIOD" means 12 months from the date of Termination.
"TERMINATION"
means the cessation of
the employment of the Executive under
the Service Contract, except where cessation occurs by reason of
termination
under clause 13 of the Service Contract.
1.2 INTERPRETATION
In this
Agreement:
(a) clause headings are for convenience only and do not affect
interpretation; and
unless the context otherwise requires:
(b) references to a clause are references to a
clause of this
Agreement;
(c) references to this Agreement or to any specified provision of
this
Agreement or
to any other agreement
or document will be construed as
references to
this Agreement or the specified provision of this
Agreement or
that other agreement or document as amended or
substituted with the agreement of the relevant parties and in force
at
any relevant time;
(d) references to any statute, ordinance or other law include all
regulations and
other enactments thereunder and all
consolidations,
amendments, re-enactments or replacements thereof; and
(e) words importing the singular
include the plural and
vice versa, words
importing a
gender include other genders and
references to a person
w
