EX-10.29




 Exhibit 10.29 

EXECUTION COPY 
 EMPLOYMENT
AGREEMENT 
 This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2022 by and among
Duckhorn Wine Company (the “Company”), The Duckhorn Portfolio, Inc. (“Parent,” together with the Company, the “Companies”) and Gayle Bartscherer (the “Executive”), and is effective
as of the day the Executive actually commences employment with the Companies (the “Effective Date”), which is expected to be on April 4, 2022. 

1. Position and Duties.  

(a) Effective as of the Effective Date, the Executive will be employed as Executive Vice President, Chief Marketing and DTC Officer of each of
the Companies, on a full-time basis, reporting to the Chief Executive Officer of each of the Companies. In addition, the Executive may be asked from time to time to serve as a director or officer of one or more of Affiliates of the Companies,
without further compensation. 
 (b) The Executive agrees to perform the duties of the Executive’s position and such other duties
consistent with the Executive’s position as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Companies, the Executive will devote the Executive’s full business time and
the Executive’s best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Companies and their Affiliates and to the discharge of the Executive’s duties and responsibilities for
them. 
 (c) The Executive agrees that, while employed by the Companies, the Executive will comply with all of their policies, practices and
procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time, in each case that have been made available to the Executive or are otherwise known or reasonably should be known by
the Executive. 
 2. Compensation and Benefits. During the Executive’s employment hereunder, as compensation for all services
performed by the Executive for the Companies and their Affiliates, the Companies will provide the Executive the following compensation and benefits: 

(a) Base Salary. The Companies will pay the Executive a base salary at the rate of $375,000 per year, beginning with the first payroll
period following the Effective Date, payable in accordance with the regular payroll practices of the Companies and subject to increase from time to time by the Board of Directors of Parent (the “Board”) or the Compensation Committee
of the Board (the “Compensation Committee”) in its respective discretion (as increased, from time to time, the “Base Salary”). 

(b) Bonus Compensation. For each fiscal year completed during the Executive’s employment under this Agreement, the Executive will
be eligible to earn an annual bonus (each, an “Annual Bonus”). The Executive’s target bonus will be 50% of the Base Salary (the “Target Bonus”), with the actual amount of any Annual Bonus to be determined by
the Board or the Compensation Committee based on the achievement of performance goals 











 
established by the Board or the Compensation Committee and pursuant to the terms and conditions of the bonus plan then in effect for senior employees of the Companies. For the fiscal year in
which the Effective Date occurs, any Annual Bonus shall be calculated on a prorated basis, based on the number of days the Executive was employed during such fiscal year. Except as expressly provided in Section 5(b) of this Agreement, in order
to receive any Annual Bonus hereunder, the Executive must be employed through the date that such Annual Bonus is paid. 
 (c)
Participation in Employee Benefit Plans. The Executive will be entitled to participate in all employee benefit plans from time to time in effect for employees of the Companies generally, except to the extent such plans are duplicative of
benefits otherwise provided to the Executive under this Agreement (e.g., a severance pay plan). The Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable policies, as the same may be in
effect from time to time, and any other restrictions or limitations imposed by law. Without limiting the generality of the foregoing, such benefits available to the Executive as of the Effective Date will be the same or substantially similar to
those benefits available to the Executive immediately prior to the Effective Date. 
 (d) Vacations. The Executive will be entitled to
earn thirty (30) days of vacation per year, in addition to holidays observed by the Companies. Vacation may be taken at such times and intervals as the Executive shall determine, subject to the business needs of the Companies. Vacation shall
otherwise be subject to the policies of the Companies, as in effect from time to time. 
 (e) Business Expenses. The Companies will
pay or reimburse the Executive for all reasonable business expenses incurred or paid by the Executive in the performance of the Executive’s duties and responsibilities for the Companies, subject to any maximum annual limit and other
restrictions on such expenses set by the Companies and to such reasonable substantiation and documentation as may be specified by the Companies from time to time. The Executive’s right to any payment or reimbursement from the Companies shall be
subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year,
(ii) payment or reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense or payment was incurred and (iii) the right to payment or reimbursement shall not be subject
to liquidation or exchange for any other benefit. 
 (f) Equity Awards. Subject to approval by the Compensation Committee, as soon as
reasonably practicable following the Effective Date, the Executive will be granted restricted stock units and an option to purchase shares of the Parent’s common stock, pursuant to the terms and conditions of the Parent’s 2021 Equity
Incentive Plan (the “Plan”) and award agreements to be entered into between the Executive and the Parent thereunder. Subject to approval by the Compensation Committee, it is expected that (i) the number of restricted stock
units to be granted to the Executive will be calculated by dividing $309,041 by the closing price of the Company’s common stock as listed on the New York Stock Exchange on the Effective Date and (ii) the number of shares of
Parent’s common stock to be subject to the option granted to the Executive shall be equal to the product of three and the number of restricted stock units to 

  
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be granted to the Executive pursuant to subclause (i). In the event of any conflict between the terms of this Agreement and the terms of the Plan or the applicable award agreement, the Plan or
the award agreement, as applicable, shall control. 
 3. Confidential Information and Restricted Activities. 

(a) Confidential Information. During the course of the Executive’s employment with the Companies, the Executive will learn of
Confidential Information, and will develop Confidential Information on behalf of the Companies and their Affiliates. The Executive agrees that the Executive will not use or disclose to any Person (except as required by applicable law or for the
proper performance of the Executive’s regular duties and responsibilities for the Companies) any Confidential Information obtained by the Executive incident to the Executive’s employment or any other association with the Companies or any
of their Affiliates. The Executive agrees that this restriction will continue to apply after the Executive’s employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this
Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to
such governmental agency or entity and (ii) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government
official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding;
provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if the Executive unlawfully accesses trade secrets by unauthorized means. 

(b) Protection of Documents. All documents, records and files, in any media of whatever kind and description, relating to the business,
present or otherwise, of the Company, Parent or any of their Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the
Companies. The Executive agrees to safeguard all Documents and to surrender to the Companies, at the time the Executive’s employment terminates or at such earlier time or times as the Board or its designee may specify, all Documents then in the
Executive’s possession or control. The Executive also agrees to disclose to the Companies, at the time the Executive’s employment terminates or at such earlier time or times as the Board or its designee may specify, all passwords necessary
or desirable to obtain access to, or that would assist in obtaining access to, any information which the Executive has password-protected on any computer equipment, network or system of the Company, Parent or any of their Affiliates. 

(c) Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose all Intellectual Property to the
Companies. The Executive hereby assigns and agrees to assign to the Companies (or as otherwise directed by the Companies) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any
and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the
Companies to 

  
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assign the Intellectual Property to the Companies (or as otherwise directed by the Companies) and to permit the Companies to enforce any patents, copyrights or other proprietary rights to the
Intellectual Property. The Executive will not charge the Companies or any of their Affiliates for time spent in complying with these obligations. All copyrightable works that the Executive creates during the Executive’s employment shall be
considered “work made for hire” and shall, upon creation, be owned exclusively by the Companies. 
 (d) Restricted
Activities. The Executive agrees that the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary to protect the goodwill, Confidential Information, trade secrets and other
legitimate interests of the Company, Parent and their Affiliates: 
 (i) While the Executive is employed by the Companies, the Executive
will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in or compete with, or undertake any planning to engage in or compete with,
any business conducted or in active planning to be conducted by the Company, Parent or any of their Affiliates in any geographic area where the Company, Parent or any of their Affiliates conducts or is actively planning to conduct business. 

(ii) While the Executive is employed by the Companies, the Executive will not, directly or indirectly, (a) solicit or encourage any
customer, vendor, supplier or other business partner of the Company, Parent or any of their Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other
business partner, or any prospective customer, vendor, supplier, or other business partner of the Company, Parent or any of their Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business
partner conducts or could conduct with the Company, Parent or any of their Affiliates; provided, however, that these restrictions shall apply only if the Executive has performed work for such Person during the Executive’s
employment with the Company, Parent or any of their Affiliates or been introduced to, or otherwise had contact with, such Person as a result of the Executive’s employment or other associations with the Company, Parent or any of their Affiliates
or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. 
 (iii) While the
Executive is employed by the Companies, the Executive will not, directly or indirectly, hire or engage any employee of the Company, Parent or any of their Affiliates. 

(iv) While the Executive is employed by the Companies and during the twelve (12)-month period immediately following termination of the
Executive’s employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, (a) solicit for hiring or engagement any employee of the Company,
Parent or any of their Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, Parent or any of their Affiliates to terminate or
diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iv), an “employee” or an “independent contractor” of the Company, Parent or any of their Affiliates is any Person
who was such at any time during the six (6)-month period immediately preceding the activity restricted by this Section 

  
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3(d)(iv). Notwithstanding the foregoing, a general solicitation on the part of the Executive by form letter, blanket mailing or published advertisement that is not directed at any of the Persons
described in this Section 3(d)(iv) will not, solely by reason thereof, constitute a violation of this Section 3(d)(iv). 
 (e) In
signing this Agreement, the Executive gives the Companies assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3. The
Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company, Parent and their Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter,
length of time and geographic area. The Executive further agrees that, were the Executive to breach any of the covenants contained in this Section 3, the damage to the Company, Parent and their Affiliates would be irreparable. The Executive
therefore agrees that the Companies, in addition and not in the alternative to any other remedies available to them, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any
such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing their rights hereunder. The Executive further agrees that the Restricted Period shall be tolled, and shall not run,
during the period of any breach by the Executive of any of the covenants contained in Section 3(d)(iv) above. The Executive and the Companies further agree that, in the event that any provision of this Section 3 is determined by any court
of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the
maximum extent permitted by law. It is also agreed that each of the Companies’ Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to
this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company, Parent or any of their Affiliates, or change in the nature or scope of the Executive’s employment or other relationship with the
Company, Parent or any of their Affiliates, shall operate to excuse the Executive from the performance of the Executive’s obligations under this Section 3. 

4. Termination of Employment. The Executive’s employment under this Agreement shall continue until terminated pursuant to this
Section 4. 
 (a) By the Companies For Cause. The Companies, or either of them, may terminate the Executive’s employment for
Cause upon notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following, as determined by the Board in its reasonable
judgment: (i) the Executive’s material failure to perform (other than by reason of disability), or substantial negligence in the performance of, the Executive’s duties and responsibilities to the Company, Parent or any of their
Affiliates, which material failure or substantial negligence, if curable, is not cured by the Executive within twenty (20) days after the Board’s notice to the Executive of such breach; (ii) the Executive’s material breach of
this Agreement or any other agreement between the Executive and the Company, Parent or any of their Affiliates, which material breach, if curable, is not cured by the Executive within twenty (20) days after the Board’s notice to the
Executive of such breach; (iii) the Executive’s commission of, or plea of nolo contendere 

  
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to, a felony or other crime involving moral turpitude; or (iv) the Executive’s fraud, theft, embezzlement or material dishonesty, in each case with respect to the Company, Parent or any
of their Affiliates; provided, however, that the Board will not be required to provide more than one notice and opportunity to cure under subsection (i) or (ii) with respect to any repeated or substantially similar events or
circumstances. 
 (b) By the Company Without Cause. The Companies, or either of them, may terminate the Executive’s employment at
any time other than for Cause upon notice to the Executive. 
 (c) By the Executive for Good Reason. The Executive may terminate the
Executive’s employment for Good Reason, provided that (i) the Executive provides written notice to the Companies, setting forth in reasonable detail the nature of the condition giving rise to Good Reason, within thirty (30) days of
the initial existence of such condition, (ii) the condition remains uncured by the Company or Parent, as applicable, for a period of thirty (30) days following such notice and (iii) the Executive terminates the Executive’s
employment, if at all, not later than thirty (30) days after the expiration of such cure period. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the Executive’s
consent: (A) the Company’s or Parent’s relocation of the Executive’s primary place of work (disregarding any temporary remote work or work-from-home arrangements) by more than twenty-five (25) miles or (B) the
Company’s or Parent’s material breach of this Agreement. 
 (d) By the Executive Without Good Reason. The Executive may
terminate the Executive’s employment without Good Reason at any time upon thirty (30) days’ notice to the Companies. The Board may elect to waive such notice period or any portion thereof. 

(e) Death and Disability. The Executive’s employment hereunder shall automatically terminate in the event of the Executive’s
death during employment. The Companies, or either of them, may terminate the Executive’s employment, upon notice to the Executive, in the event that the Executive becomes disabled during the Executive’s employment hereunder through any
illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of the Executive’s duties and responsibilities hereunder (notwithstanding the provision of any
reasonable accommodation) for a period of ninety (90) days during any period of three hundred sixty-five (365) consecutive days. If any question shall arise as to whether the Executive is disabled to the extent that the Executive is unable
to perform substantially all of the Executive’s duties and responsibilities for the Company, Parent and their Affiliates, the Executive shall, at the Companies’ request, submit to a medical examination by a physician selected by the
Companies to whom the Executive or the Executive’s guardian, if any, has no reasonable objection (provided that such physician must maintain a regular practice in Sonoma County or Napa County, California) to determine whether the Executive is
so disabled, and such determination shall for purposes of this Agreement be conclusive of the issue. If such a question arises and the Executive fails to submit to the requested medical examination, the Companies’ good faith, reasonable
determination of the issue shall be binding on the Executive. 

  
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 5. Other Matters Related to Termination. 

(a) Final Compensation. In the event of termination of the Executive’s employment with the Companies, howsoever occurring, the
Companies shall pay the Executive (i) the Base Salary for the final payroll period of the Executive’s employment, through the date the Executive’s employment terminates; (ii) compensation at the rate of the Base Salary for any
vacation time earned but not used as of the date the Executive’s employment terminates; and (iii) reimbursement, in accordance with Section 2(e) hereof, for business expenses incurred by the Executive but not yet paid to the Executive
as of the date the Executive’s employment terminates, provided that the Executive submits all expenses and supporting documentation required within sixty (60) days of the date the Executive’s employment terminates, and provided
further that such expenses are reimbursable under policies of the Companies then in effect (all of the foregoing, “Final Compensation”). Except as otherwise provided in Section 5(a)(iii), Final Compensation will be paid to the
Executive within the time period required by law. 
 (b) Severance Benefits. In the event of any termination of the Executive’s
employment pursuant to Section 4(b) or Section 4(c) above, the Companies will pay the Executive, in addition to Final Compensation, (i) the Base Salary for a period of twelve (12) months following the date of termination (the
“Severance Payments”), (ii) provided that the Executive timely elects to continue the Executive’s coverage and, if applicable, that of the Executive’s eligible dependents in the Companies’ group health plans under the
federal law known as “COBRA” or similar state law, a monthly amount equal to the monthly health premiums for such coverage paid by the Companies on behalf of the Executive and the Executive’s eligible dependents, if any, based on the
portion of such monthly health premiums paid by the Companies immediately prior to the date that the Executive’s employment terminates until the earlier of (y) the date that is twelve (12) months following the date that the
Executive’s employment terminates and (z) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms (the “Health Continuation
Benefits”) and (iii) any bonus determined by the Board or the Compensation Committee pursuant to Section 2(b) above for the fiscal year prior to the fiscal year in which the Executive’s employment terminates, to the extent
such bonus has not yet been paid as of the date of such termination (the “Prior Year Bonus” and, together with the Severance Payments and the Health Continuation Benefits, the “Severance Benefits”). 

(c) Conditions To And Timing Of Severance Benefits. Any obligation of the Companies to provide the Executive the Severance Benefits is
conditioned on the Executive’s signing and returning, without revoking, to the Companies a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided to the Executive by the
Companies at the time that the Executive’s employment terminates (the “Separation Agreement”). The Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date the
Executive’s employment terminates. Any Severance Payments to which the Executive is entitled will be payable in the form of salary continuation in accordance with the normal payroll practices of the Companies. Any Health Continuation Benefits
to which the Executive is entitled will be payable in substantially equal monthly installments. Any Prior Year Bonus to which the Executive is entitled will be payable at the time that annual bonuses for such year are paid to employees of the
Companies generally (which in no event will be later than December 31 of the year following the fiscal year for which 

  
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such Prior Year Bonus was earned). The first installments of the Severance Payments and the Health Continuation Benefits will be made on the Companies’ next regular payday following the
expiration of sixty (60) calendar days from the date that the Executive’s employment terminates, but will be retroactive to the day following such date of termination. Notwithstanding the foregoing, in the event that the Companies’
payment of the Health Continuation Benefits would subject the Executive or the Companies to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of
the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Executive and the Companies agree to work together in good
faith, consistent with the requirements for compliance with or exemption from Section 409A (as defined below), to restructure such benefit. 

(d) Benefits Termination. Except for any right the Executive may have under COBRA or other applicable law to continue participation in
the Companies’ group health and dental plans at the Executive’s cost, the Executive’s participation in all employee benefit plans shall terminate in accordance with the terms of the applicable benefit plans based on the date of
termination of the Executive’s employment, without regard to any continuation of the Base Salary or other payment to the Executive following termination of the Executive’s employment, and the Executive shall not be eligible to earn
vacation or other paid time off following the termination of the Executive’s employment. 
 (e) Survival. Provisions of this
Agreement shall survive any termination of employment if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation certain of the Executive’s obligations
under Section 3 of this Agreement. The obligation of the Companies to make payments to the Executive under Section 5(b), and the Executive’s right to retain the same, are expressly conditioned upon the Executive’s continued full
performance of the Executive’s obligations under Section 3 of this Agreement and of any obligations by the Executive under any other agreement with Parent or the Company that contains post-employment restrictive covenants. Upon termination
by either the Executive or the Companies, all rights, duties and obligations of the Executive and the Companies to each other shall cease, except as otherwise expressly provided in this Agreement. 

(f) Section 280G. If any payment or benefit that the Executive may receive following a change of control of either of the Companies or
any of their Affiliates, the Executive’s termination of employment, or otherwise, whether or not payable or provided under this Agreement (“Payment”) would (i) constitute a “parachute payment” within the meaning
of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then
such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (A) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (B) the
largest portion, up to and including the total amount, of the Payment, whichever of the amounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax
(all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the
Payment may be subject to the Excise Tax. If a reduction in payments or 

  
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benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments;
cancellation of accelerated vesting of outstanding equity awards; and reduction of employee benefits. In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting shall be undertaken in the
reverse order of the date of grant of the Executive’s outstanding equity awards. All calculations and determinations made pursuant this Section 5(f) will be made by an independent accounting or consulting firm or independent tax counsel
appointed by the Companies (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Companies and the Executive for all purposes. For purposes of making the calculations and determinations required by this
Section 5(f), the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G of the Code and Section 4999 of the Code. 

6. Timing of Payments and Section 409A.  

(a) Notwithstanding anything to the contrary in this Agreement, if at the time the Executive’s employment terminates, the Executive is a
“specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of
termination, shall instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon the Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of
compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in
Section 1.409A-1(b)(9)(iii), as determined by the Companies in their reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”). 
 (b) For purposes of this Agreement, all references to “termination of
employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the
presumptions contained therein), and the term “specified employee” means an individual determined by the Companies to be a specified employee under Treasury regulation Section 1.409A-1(i). 

(c) Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this
Agreement is to be treated as a right to a series of separate payments. 
 (d) In no event shall the Company, Parent or any of their
Affiliates have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A. 

  
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 7. Definitions. For purposes of this Agreement, the following definitions apply: 

“Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the
Company or Parent, as applicable, where control may be by management authority, equity interest or otherwise. 
 “Confidential
Information” means any and all information of the Company, Parent and their Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company, Parent or any of their
Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Executive’s breach of the
Executive’s obligations under this Agreement or any other agreement between the Executive and the Company, Parent or any of their Affiliates. 

“Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and
ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether alone or with others, whether or not during normal business hours or on or off the
premises of the Company, Parent or any of their Affiliates) during the Executive’s employment that relate either to the business of the Company, Parent or any of their Affiliates or to any prospective activity of the Company, Parent or any of
their Affiliates or that result from any work performed by the Executive for the Company, Parent or any of their Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company, Parent or any of their
Affiliates. Notwithstanding the foregoing, Intellectual Property does not include any invention that qualifies fully for exclusion under the provisions of California Labor Code Section 2870, the terms of which are set forth in Exhibit A
to this Agreement. 
 “Person” means an individual, a corporation, a limited liability company, an association, a
partnership, an estate, a trust or any other entity or organization, other than the Company, Parent or any of their Affiliates. 
 8.
Conflicting Agreements. The Executive hereby represents and warrants that the Executive’s signing of this Agreement and the performance of the Executive’s obligations under it will not breach or be in conflict with any other
agreement to which the Executive is a party or is bound, and that the Executive is not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of the Executive’s obligations
under this Agreement. The Executive agrees that the Executive will not disclose to or use on behalf of the Companies any confidential or proprietary information of a third party without that party’s consent. 

9. Withholding. All payments made by the Companies under this Agreement shall be reduced by any tax or other amounts required to be
withheld by the Companies to the extent required by applicable law. 

  
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 10. Indemnification. The Executive will be eligible for indemnification in respect of
the Executive’s position as an officer of the Companies to the maximum extent permitted by the by-laws and charter of the Company or Parent, as applicable, in each case, as in effect from time to time,
and/or pursuant to any indemnification agreement between Executive and the Company or Parent. The Executive shall be entitled to coverage under the director’s and officer’s indemnification insurance policy maintained by the Company or
Parent, as applicable, as in effect from time to time, in accordance with the terms of such insurance policy. 
 11. Assignment.
Neither the Executive nor the Company nor Parent may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, the Companies
may assign their rights and obligations under this Agreement without the Executive’s consent to one of their Affiliates or to any Person with whom the Companies shall hereafter effect a reorganization, consolidate or merge, or to whom the
Companies shall hereafter transfer all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon the Executive, the Company and Parent, and each of their respective successors, executors,
administrators, heirs and permitted assigns. 
 12. Severability. If any portion or provision of this Agreement shall to any extent be
declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable,
shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 

Miscellaneous. This Agreement sets forth the entire agreement between the Executive and the Companies, and replaces all prior and contemporaneous
communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to
in writing by the Executive and an expressly authorized representative of the Board. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. Any
obligation of the Companies to make a payment or provide a benefit under Section 2 or 5 of this Agreement may be satisfied by either Parent or the Company. This Agreement may be executed in two or more counterparts, each of which shall be an
original and all of which together shall constitute one and the same instrument. This is a California contract and shall be governed and construed in accordance with the laws of the State of California, without regard to any conflict of laws
principles that would result in the application of the laws of any other jurisdiction. 
 13. Notices. Any notices provided for in
this Agreement shall be in writing and shall be effective when delivered in person or deposited in the United States mail, postage prepaid, and addressed to the Executive at the Executive’s last known address on the books of the Companies or,
in the case of the Company or Parent, to it at its principal place of business, attention of the Chair of the Board, or to such other address as either party may specify by notice to the other actually received. 

  
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 [Signature page immediately follows.] 

  
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 IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized
representative, by Parent, by its duly authorized representative, and by the Executive, as of the date first above written. 
  

			
	THE COMPANY:
		
	By:	 	 /s/ Alex Ryan

		 	Name: Alex Ryan
		 	Title: President, Chief Executive Officer and Chairman
	
	PARENT:
		
	By:	 	 /s/ Sean Sullivan

		 	Name: Sean Sullivan
		 	Title: Executive Vice President, Chief Administrative Officer and General Counsel
	
	THE EXECUTIVE:
	
	 /s/ Gayle Bartscherer

	Gayle Bartscherer



  
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 Exhibit A 

Invention Assignment Notice 

You are hereby notified that the Employment Agreement by and among you, Duckhorn Wine Company and The Duckhorn Portfolio, Inc., dated as of
March 8, 2022, does not apply to any invention which qualifies fully for exclusion under the provisions of Section 2870 of the California Labor Code. The following is the text of California Labor Code § 2870: 

CALIFORNIA LABOR CODE SECTION 2870 

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions
that either: 
 (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or
demonstrably anticipated research or development of the employer; or 
 (2) Result from any work performed by the employee for the employer.

 (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from
being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. 
  

			
	DUCKHORN WINE COMPANY
		
	By:	 	 /s/ Alex Ryan

		 	Name: Alex Ryan
		 	Title: President, Chief Executive Officer and Chairman
	
	THE DUCKHORN PORTFOLIO, INC.
		
	By:	 	 /s/ Sean Sullivan

		 	Name: Sean Sullivan
		 	Title: Executive Vice President, Chief Administrative Officer and General Counsel


 I acknowledge receiving a copy of this Invention Assignment Notice: 

 

					
	 /s/ Gayle Bartscherer
	 		 	 Date: March 8, 2022

	 Gayle Bartscherer
	 		 	


  
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