Employee Stock Purchase Plan

EXHIBIT 10.4


BERINGER WINE ESTATES COMPANY


1997 EMPLOYEE STOCK PURCHASE PLAN


BERINGER WINE ESTATES COMPANY
1997 EMPLOYEE STOCK PURCHASE PLAN


TABLE OF CONTENTS SECTION 1 - INTRODUCTION................................................... 1
1.1 Purpose........................................................... 1
1.2 Stock Purchase Plan............................................... 1
1.3 Effective Date and Term........................................... 1
1.4 Participating Subsidiaries........................................ 1
1.5 Stock Subject to Plan............................................. 1
SECTION 2 - DEFINITIONS.................................................... 1
SECTION 3 - ENROLLMENT AND CONTRIBUTIONS................................... 3
3.1 Eligibility for Enrollment........................................ 3
3.2 Enrollment Procedure.............................................. 3
3.3 Contributions..................................................... 3
3.4 Option Accounts................................................... 4
3.5 No Funding of Accounts............................................ 4
SECTION 4 - GRANT AND EXERCISE OF OPTION................................... 4
4.1 Grant of Options; Terms........................................... 4
4.2 Purchase of Stock; Price.......................................... 5
4.3 Option Accounts................................................... 5
4.4 Section 16 Requirements........................................... 6
4.5 No Interest on Account Balances................................... 6
SECTION 5 - TERMINATION OF ENROLLMENT...................................... 6
5.1 Termination of Enrollment......................................... 6
5.2 Distributions to Employee......................................... 7
5.3 Beneficiaries..................................................... 7
SECTION 6 - PLAN ADMINISTRATION............................................ 7
6.1 Committee......................................................... 7
6.2 Committee Powers.................................................. 7
6.3 Committee Actions................................................. 8
6.4 Member Who is Participant......................................... 8
6.5 Information Required from Company................................. 8
6.6 Information Required from Employees............................... 8
6.7 Uniform Rules and Administration.................................. 9


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SECTION 7 - AMENDMENT AND TERMINATION...................................... 9
7.1 Amendment......................................................... 9
7.2 Termination....................................................... 9
7.3 Rights Upon Termination........................................... 9
SECTION 8 - GENERAL PROVISIONS............................................. 9
8.1 No Transfer or Assignment......................................... 9
8.2 Equal Rights and Privileges.......................................10
8.3 Rights as Stockholder.............................................10
8.4 Rights as Employee................................................10
8.5 Costs.............................................................10
8.6 Application of Funds..............................................10
8.7 Reports...........................................................10
8.8 Actions by Company................................................10
8.9 Governmental Approval.............................................10
8.10 Stockholder Approval.............................................10
8.11 Applicable Law...................................................10
8.12 Gender and Number................................................10
8.13 Headings.........................................................10


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BERINGER WINE ESTATES COMPANY
1997 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------


SECTION 1 - INTRODUCTION - ------------------------


1.1 Purpose. The purpose of the Beringer Wine Estates Company 1997
------- Employee Stock Purchase Plan is to provide eligible employees of the Company and its Subsidiaries the opportunity to acquire a proprietary interest in the Company and thereby provide employees with an additional incentive to contribute to the long-term profitability and success of the Company and its Subsidiaries. The Plan is for the exclusive benefit of eligible employees of the Company and its Subsidiaries.


1.2 Stock Purchase Plan. The Plan is a stock purchase plan that is
------------------- intended to satisfy all requirements of Section 423 of the Internal Revenue Code of 1986, as amended. Any provision of the Plan inconsistent with Code Section 423 will, without further act or amendment by the Company, be reformed to comply with Code Section 423.


1.3 Effective Date and Term. The Plan will be effective ____________,
----------------------- 1997, subject to approval of the Plan by the stockholders of the Company within twelve months after its adoption by the Board of Directors. The Plan shall continue in effect for a term of one (1) year unless sooner terminated by the Company.


1.4 Participating Subsidiaries. A Subsidiary of the Company as of the
-------------------------- Effective Date will be deemed to have adopted the Plan for its eligible Employees as of the Effective Date.


1.5 Stock Subject to Plan.
---------------------

(a) The Stock subject to purchase under the Plan will be shares of
the Company's authorized but unissued shares or previously issued shares of
Stock reacquired and held by the Company or shares acquired in the market.
The aggregate number of shares of Stock that may be purchased under the
Plan will not exceed three hundred thousand (300,000) shares. All shares of
Stock purchased under the Plan will count against this limitation.


(b) In case of a reorganization, recapitalization, stock split,
reverse stock split, stock dividend, combination of shares, merger,
consolidation, offering of rights or other change in the capital structure
of the Company, the Committee may make such adjustment as it deems
appropriate in the number, kind and purchase price of shares of Stock
available for purchase under the Plan, subject to Section 7.1.


SECTION 2 - DEFINITIONS - -----------------------


For purposes of this Plan, the following words and phrases, whether or not capitalized, have the meanings specified below, unless the context plainly requires a different meaning:


2.1 "Beneficiary" means a person to whom all or a portion of the shares or
------------- cash amounts due to the Employee under this Plan will be paid if the Employee dies before receiving such shares or cash amounts.


2.2 "Board" means the Board of Directors of the Company.
-----


2.3 "Code" means the Internal Revenue Code of 1986, as amended, and
---- all regulations thereunder.


2.4 "Committee" means the individuals appointed by the Board to
--------- administer the Plan.


2.5 "Company" means Beringer Wine Estates Company.
-------


2.6 "Compensation" means wages, salary and commissions for services
------------ rendered paid to an Employee by the Company or any Participating Subsidiary during the applicable period specified in the Plan, including amounts contributed by the Employee to any plan or plans established by the Company or Participating Subsidiary in accordance with sections 125 or 401(k) of the Code or to any nonqualified deferred compensation plan or plans established by the Company or Participating Subsidiary. Bonuses paid to an Employee shall not be included in Compensation.


2.7 "Employee" means any common-law employee of the Company or a
-------- Participating Subsidiary who is customarily employed for more than twenty hours per week and more than five months in a calendar year.


2.8 "Enrollment Date" means the first business day of the Offering
--------------- Period.


2.9 "Fair Market Value" means the fair market value of one share of
----------------- Stock as of a particular day, which shall generally be the average of the high and low price per share of Stock on the New York Stock Exchange, or such other valuation method determined by the Committee.


2.10 "Offering Date" means the first day of the Offering Period.
-------------


2.11 "Offering Period" means _______, 1997 through _______, 199__.
---------------


2.12 "Option Account" means the Account maintained on behalf of the
-------------- Employee under Section 3.4 to which contributions to the Plan are credited and from which amounts are withdrawn to exercise options on a Termination Date.


2.13 "Participating Subsidiary" means a Subsidiary which is
------------------------ participating in the Plan in accordance with Section 1.4.


2.14 "Plan" means the Beringer Wine Estates Company 1997 Employee Stock
---- Purchase Plan, as described in this document.


2.15 "Stock" means the Class B Common Stock of the Company.
-----


2.16 "Subsidiary" means any corporation that is a member of a
---------- controlled group of corporations (as defined in section 414(b) of the Code) which includes the Company; any trade or business (whether or not incorporated) which is under common control (as defined in section 414(c) of the Code) with the Company; and any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in section 414(m) of the Code)


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which includes the Company; and any other entity required to be aggregated with the Company under section 414(o) of the Code.


2.17 "Termination Date" means the last day of each three calendar month
------------------ period beginning with the three calendar month period that ends on ________, 199_.


SECTION 3 - ENROLLMENT AND CONTRIBUTIONS - ----------------------------------------


3.1 Eligibility for Enrollment.
--------------------------


(a) An Employee may enroll in the Plan for the Offering Period
unless one of the following applies:


(i) The Employee would, immediately upon enrollment, own
directly or indirectly, or hold options or rights to acquire, an
aggregate of five percent (5%) or more of the total combined voting
power or value of all outstanding shares of all classes of the
Company or any Subsidiary; or


(ii) The Employee is not employed by the Company or a
Participating Subsidiary on the Enrollment Date.


The rules of section 424(d) of the Code shall apply in determining
the stock ownership of an Employee for purposes of this Section 3.1(a).


(b) The Committee will notify an Employee that the Employee is
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