TERMINATION
OF
VOTING TRUST AGREEMENT
DATED AS OF MAY 27, 1998
(the "Voting Trust Agreement")
This Termination Agreement is made as of June 1, 2000, by and among the
current Shareholders and Trustees that are parties to the Voting Trust Agreement
that established a Voting Trust relating to shares of common stock of Ravenswood
Winery, Inc., a California corporation ("Ravenswood"), as well as additional
Shareholders who joined in the Voting Trust Agreement subsequent to its original
effective date.
RECITALS
Currently, under the Voting Trust Agreement, the Shareholders hold a
total of 2,074,081 shares of common stock of Ravenswood, constituting all the
shares that are subject to the Voting Trust, as follows:
Owner Number of Shares Stock Certificate Nos.
----- ---------------- ----------------------
Joel E. Peterson 1,337,670 183
Justin M. Faggioli 91,350 23
W. Reed Foster 283,500 26
W. Reed and Lois Foster 134,681 33
William R. Hambrecht 9,765 37
Callie S. Konno 59,850 46
Julie Morin-Wisner 31,500 53
John D. Nichols 9,765 55
James F. Wisner 116,000 179
The parties hereto have determined that in the present circumstances,
including Ravenswood's status as a publicly-held company since April 1999, the
Voting Trust is no longer essential or appropriate to their interests or to the
success of Ravenswood or the interests of Ravenswood's shareholders and
debenture holders, or of Ravenswood's business associates, and that termination
of the Voting Trust will eliminate unnecessary administrative burdens for the
Trustees, the Shareholders and Ravenswood.
EXHIBIT 10.1
<PAGE>
Capitalized terms not defined herein shall have the meaning set forth
in the Voting Trust Agreement.
NOW, THEREFORE, it is agreed:
1. Termination of Voting Trust. The parties hereby terminate the Voting
Trust. The parties agree that, except as otherwise provided in this Termination
Agreement, the Voting Trust and the Voting Trust Agreement shall be of no
further force or effect. It is understood that each owner of shares that are
subject to the Voting Trust currently holds the stock certificates for the
shares and that such certificates contain a restrictive legend indicating that
the shares are subject to the Voting Trust. Each holder shall arrange to deliver
their certificates to Ravenswood's transfer agent for re-issuance without the
restrictive legend. Notwithstanding the date of delivery of the stock
certificates to the transfer agent, or the date of issuance or receipt of new
stock certificates, the Voting Trust shall be deemed terminated effective as of
the date of this Termination Agreement. It is understood that Ravenswood will
inform the transfer agent that the transferred stock certificates need no longer
bear any restrictive legend relating to the Voting Trust.
2. Warranty. Each holder of the shares listed in the above Recitals
hereby represents and warrants that he/she owns those shares free of any lien,
encumbrance or other third party interest, and that no one else is required to
sign on their behalf in order to terminate the Voting Trust with respect to
their shares.
3. Exoneration and Indemnification of Trustees. Any exoneration and
indemnification to which the Trustees may be entitled under Sections 13 and 14
of the Voting Trust Agreement shall survive this termination of the Voting
Trust.
4. Further Assurances. The parties agree to execute such further
documents and to take such further steps as may be necessary or advisable to
effect the purposes of this Termination Agreement. It is understood that
Ravenswood, in consultation with legal counsel, will take such steps as may be
necessary or advisable to comply with applicable securities laws and other laws
relating to Ravenswood in connection with this Termination Agreement. However,
Ravenswood does not assume any individual reporting obligations of the parties
under Sections 13(g) and 16 of the Securities Exchange Act of 1934.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Termination
Agreement as of the date first written above.
TRUSTEES
/s/ W. Reed Foster /s/ Joel E. Peterson
---------------------------------------- ------------------------------
W. Reed Foster Joel E. Peterson
/s/ Justin M. Faggioli /s/ Callie S. Konno
---------------------------------------- ------------------------------
Justin M. Faggioli Callie S. Konno
/s/ James F. Wisner, Former Trustee
----------------------------------------
James F. Wisner, Former Trustee
SHAREHOLDERS
/s/ Joel E. Peterson /s/ Callie S. Konno
---------------------------------------- --------------------------------
Joel E. Peterson Callie S. Konno
/s/ Justin M. Faggioli /s/ Julie Morin-Wisner
---------------------------------------- --------------------------------
Justin M. Faggioli Julie Morin-Wisner
/s/ W. Reed Foster /s/ John D. Nichols
---------------------------------------- --------------------------------
W. Reed Foster John D. Nichols
/s/ W. Reed and Lois Foster /s/ James F. Wisner
---------------------------------------- --------------------------------
W. Reed and Lois Foster James F. Wisner
/s/ William R. Hambrecht
----------------------------------------
William R. Hambrecht
