Exhibit No

EXHIBIT 10.1

October 12, 2004

Timothy J. Mondavi
P.O. Box 106
Oakville, CA 94562

Dear Tim:

     This letter summarizes the on-going arrangements established between you and The Robert Mondavi Corporation (the “Company”) for the next stage of your career. The letter confirms the concluding elements of your current compensation as an employee, describes the terms for the end of your formal employment with the Company, describes additional benefits and privileges available to you, and outlines the terms of a personal services agreement. The letter also confirms certain mutual understandings about your duties to the Company.

     In terms of current compensation:

     In Terms of your departure from the Company:

     In terms of additional benefits and privileges:

     In terms of your personal services agreement with the Company:

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     In terms of mutual understandings about your duties to the Company:

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     These arrangements were considered and recommended to the Board of Directors by the Nominating & Governance and Compensation Committees and were approved by the Board of Directors on October 6, 2004. Please signify your agreement to the forgoing by signing and returning a copy of this letter.

     Tim, on behalf of the entire Board, we sincerely thank you for your unique contributions to the Company, for your lasting influence on the style of all of the Company’s wines, and for your insightful and creative leadership. We are pleased that you are continuing as Consulting Winegrower at Robert Mondavi Winery and wish you every success as you move into the next stage of your career. We look forward to our continuing our relationship through our service together on the Board of Directors.

Very truly yours,

                        /s/ Ted W. Hall                        
Ted W. Hall
Chairman of the Board

                    /s/ John Thompson                    
John Thompson
Chairman of the Compensation Committee

                   /s/ Anthony Greener                   
Anthony Greener
Chairman of the Nominating & Governance
Committee

Agreed:

/s/ Timothy J. Mondavi                          
Timothy J. Mondavi

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TERMINATION OF EMPLOYMENT AGREEMENT
 

     THIS AGREEMENT is entered into effective the 6th day of October, 2004, between TIMOTHY J. MONDAVI (“Mondavi”) and THE ROBERT MONDAVI CORPORATION (the “Company”), a California corporation.

R E C I T A L S:

     A. Mondavi’s employment with the Company is being concluded pursuant to Mondavi’s resignation effective September 30, 2004.

     B. The Company has offered Mondavi certain benefits on the following terms and conditions.

     NOW, THEREFORE, the parties agree as follows:

     1. The Company shall (i) pay Mondavi or his estate $1,193,400 in thirty (30) equal monthly installments commencing on October 28, 2004 following Mondavi’s employment termination. Company shall withhold applicable federal and state amounts to the extent required by law; and (ii) continue Mondavi’s participation in the Company’s health insurance plan on the terms outlined in the parties’ letter agreement of this same date. Your options granted during your employment will vest to and including September 30, 2004; no additional options will vest during the term of your personal services agreement. The “tail period” during which you may exercise your vested options will be 18 months from your September 30, 2004 departure date.

     2. Nothing herein shall be interpreted to render Mondavi a “prevailing party” for any purpose, including without limitation an award of counsel fees under any statute or otherwise. No payment by the Company hereunder is or is intended as an admission of liability or wrong doing by the Company.

     3. Mondavi acknowledges: (a) that the amounts payable hereunder by the Company are valuable consideration for the promises and undertakings of Mondavi set forth herein; and (b) Mondavi has been fully advised of all employment-related COBRA, disability, and workers’ compensation insurance rights he may have, if any. The Company has no obligation, contractual or otherwise, to rehire Mondavi in the future.

     4. (a) In consideration of the payments called for by section 1, Mondavi, his heirs, representatives, successors, and assigns, do hereby completely release and forever discharge the Company, its parent, affiliated and subsidiary corporations and related entities, and their shareholders, officers and all other representatives, agents, directors, employees, attorneys, predecessors, successors and assigns, from all claims, rights, demands, actions, obligations, and causes of action of any kind, nature and character, known or unknown, which Mondavi may now have, or has ever had, against them or any of them arising from or in any way and only connected with the employment relationship between the parties, any actions or failure to act during the relationship, or the termination thereof, or on account of any other matter related to his employment.

     (b) In consideration of Mondavi’s covenants herein, Company, its parent, affiliated and subsidiary corporations and related entities, and their shareholders, officers and all other representatives, agents, directors, employees, attorneys, predecessors, successors do hereby completely release and forever discharge Mondavi, his heirs, representatives, successors, and assigns, assigns, from all claims,

rights, demands, actions, obligations, and causes of action of any kind, nature and character, known or unknown, which Company may now have, or has ever had, against them or any of them arising from or in any way and only connected with the employment relationship between the parties, any actions or failure to act during the relationship, or the termination thereof, or on account of any other matter related to his employment.

     5. Each of Mondavi and the Company has read Section 1542 of the Civil Code of the State of California, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Mondavi and the Company each understands that Section 1542 gives him or it the right not to release existing claims of which he is not now aware, unless he voluntarily chooses to waive this right. Having been afforded the opportunity to consult counsel of his own selection, each of Mondavi and the Company nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, and elects to assume all risks for claims that now exist in his favor, known or unknown, which are the subject of this Agreement.

     6. Each of Mondavi and the Company understands and agrees that in consideration of the foregoing he is waiving any rights he may have to pursue any and all remedies available to him under any legal theories whatsoever related to employment, employment-related and employee benefit-related causes of action, as well as all tort or injury claims, which include, without limitation, claims of wrongful discharge, tortious breach of implied covenant of good faith and fair dealing, breach of public policy, intentional and/or negligent infliction of emotional distress, negligent or intentional misrepresentation, fraud, detrimental reliance or promissory estoppel, bad faith, personal injury, breach of contract (written, oral, express or implied), harassment (sexual and/or otherwise), discrimination on the basis of sex, handicap, medical condition or any other protected characteristic, claims under title VII of the 1964 Civil Rights Act, as amended, the California Fair Employment and Housing Act, the Equal Pay Act of 1963, California Labor Code Section 1197.5, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1866, the Employment Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1986, and any other federal, state, county or municipal laws and regulations relating to employment termination, employment discrimination or any other employment or employee benefit rights.

     7. Mondavi acknowledges that he has had reasonable and ample time to review this Agreement. Mondavi acknowledges that the Company has advised him: a) that he should consult with an attorney prior to signing this Agreement; b) that he has twenty one (21) days in which to consider whether he should sign this Agreement; and c) that if he signs this Agreement, he will be given seven (7) days following the date on which he signs to revoke the Agreement. It is understood that Mondavi may revoke his consent to this Agreement in the seven day period following the date on which Mondavi signs the Agreement. This Agreement shall become effective on the eighth (8th) day following the date on which it is signed by Mondavi.

     8. Mondavi hereby agrees that in the event of the commencement or continuation of any suit, action, proceeding, review or investigation in violation of this release, this release may be pleaded as a complete defense to any such action, and may be asserted by way of counterclaim or cross-claim in such action. Further, in case of any breach of this Agreement by Mondavi, the Company shall have all legal

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and equitable rights, including without limitation the right to recover damages and to seek injunctive relief and recovery of the Company’s legal fees and costs of enforcing this Agreement.

     9. Mondavi agrees that the terms and conditions of this Agreement are strictly confidential and shall not be disclosed, except as may be required by applicable laws and regulations, to any other persons except his legal counsel, if any, and immediate family, or to financial advisors in order to comply with income tax filing requirements. The parties agree that neither will defame, disparage or detract from the other.

     10. In further consideration for the payments and other undertakings by the Company described above, Mondavi agrees , subject to his rights as a continuing director, not to use for himself or for the benefit of anyone other than the Company or disclose to anyone outside the Company, except with the Company’s prior written permission, any proprietary or confidential information of the Company including, without limitation, financial, accounting or budgetary information, marketing strategy, sales strategy, or other confidential and proprietary information that relates in any manner to the Company’s actual or anticipated business, research, development, product sales or activities that was learned as a result of Mondavi’s employment with the Company. Mondavi shall not take with him any property of the Company including the originals or copies of any files, computer data bases or other similar information that was generated in the course of his employment. The Company agrees that you may retain a copy of contact information for your personal use and that you may retain possession of files located at the Company relating strictly to your personal affairs. This Agreement does not limit in any way Mondavi’s rights and duties as a director so long as he remains a member of the Company’s Board of Directors.

     11. If either party to this Agreement institutes legal action to enforce any of the terms and conditions or provisions contained herein, or for any breach of the Agreement, the prevailing party in such action shall be entitled to costs and reasonable attorney’s fees.

     12. Should any of the provisions of this Agreement be determined to be invalid by a court of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of the other provisions herein. California law shall govern the validity and interpretation of this Agreement.

     13. This Agreement and the parties’ letter agreement of even date constitutes the entire and only understanding of the parties on the subjects covered and may be amended only by a written agreement signed by both parties. Mondavi expressly warrants that he has read and fully understands this Agreement; that he has been represented by legal counsel of his own choosing; that he will bear his own costs and attorney’s fees, if any, in regard to the review, negotiation or consummation of this Agreement; that the preceding paragraphs recite the full consideration for this Agreement and that he is not executing this Agreement in reliance on any promises, representations or inducements other than those contained herein; and that he is executing this Agreement voluntarily, free of any duress or coercion, and after having been afforded a reasonable period of time to review this Agreement and discuss it with legal counsel.

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PERSONAL SERVICES
AGREEMENT BETWEEN
THE ROBERT MONDAVI CORPORATION
AND TIMOTHY J. MONDAVI
 

     This Agreement is entered into by and between The Robert Mondavi Corporation, a California corporation (“Company”) and Timothy J. Mondavi (“Mondavi”).

Recitals of Fact

Mondavi resigned his employment from Company effective September 30, 2004; the Company wishes to engage Mondavi to provide services to the Company on an independent contractor basis.

     NOW, THEREFORE, IT IS AGREED:

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     This Agreement shall be governed by California law and has been executed by the parties this 6th day of October, 2004.

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CONSULTING WINEGROWER TO
ROBERT MONDAVI WINERY