Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On February 9, 2022, the compensation committee (the "Compensation Committee")
of Crimson Wine Group, Ltd.'s (the "Company") board of directors approved a
stock option award under the Crimson Wine Group, Ltd. 2013 Omnibus Incentive
Plan to Jennifer L. Locke, the Company's Chief Executive Officer, consisting of
options to purchase an aggregate of 500,000 shares of the Company's common stock
in four tranches, subject to both performance-based vesting requirements and
time-based vesting requirements, as set forth in the table below. The options
were granted on March 11, 2022 with an exercise price of $7.50 and will expire
on March 11, 2032.

   Tranche #            Number of Shares Subject to Option                    Performance Period
       1                              50,000

January 1, 2022 - December 31, 2022


       2                              100,000

January 1, 2023 - December 31, 2023


       3                              150,000

January 1, 2024 - December 31, 2024


       4                              200,000

January 1, 2025 - December 31, 2025





The performance-based vesting requirement with respect to any particular tranche
of options will be satisfied if, and only if, the Compensation Committee
determines that certain annual target or cumulative target "Adjusted EBITDA"
goals are achieved. More specifically, the performance-based vesting requirement
for a tranche will be satisfied if the annual target Adjusted EBITDA goal for
the applicable performance period is achieved. If the Company fails to attain
the annual target Adjusted EBITDA goal for a particular tranche, such tranche
will remain outstanding and the performance-based vesting requirement will be
satisfied only if the cumulative target Adjusted EBITDA goal for the applicable
performance period or any future performance period (if any) is achieved.

"Adjusted EBITDA" is defined as the Company's net (loss) income attributable to
common stockholders before interest expense, (benefit) provision for income
taxes, depreciation and amortization, stock based compensation, restructuring
expenses, impairment charges, vineyard disposals, apples sales from 2018-2019,
step-up cost of goods sold (COGS) related to the acquisition of Seven Hills
Winery, and restatement expenses as reported by the Company in its financial
statements on Forms 10-Q and 10-K filed with the U.S. Securities and Exchange
Commission (but without giving effect to any rounding used in reporting the
amounts in Form 10-Q and Form 10-K), for the previous 4 consecutive fiscal
quarters of the Company. In the event that the Company or any affiliate or
subsidiary acquires any other company or business unit, the financial results of
such acquired company or business unit shall be included in calculation of
Adjusted EBITDA.

Any options for which the performance-based vesting requirements described above
have been satisfied shall be subject to the additional time-based vesting
requirement whereby 25% of the shares subject to the option shall immediately
vest on the date on which the Compensation Committee determines the
performance-based vesting requirement has been satisfied with respect to a
particular tranche (the "Performance Requirement Satisfaction Date") with the
remaining options vesting in three equal annual installments beginning on the
first year anniversary of the Performance Requirement Satisfaction Date.


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Additionally, on March 11, 2022, the Company and Ms. Locke entered into an
amendment (the "Amendment") to the employment agreement by and between the
Company and Ms. Locke, which was effective as of December 2, 2019 (the
"Employment Agreement"). Pursuant to the Amendment, Ms. Locke's base salary was
increased to $375,000 per year, subject to adjustment by the Compensation
Committee in its discretion. Additionally, beginning January 1, 2022, Ms.
Locke's target annual cash bonus amount will equal 50% of Ms. Locke's base
salary. Ms. Locke may also be eligible to receive additional discretionary
bonuses, with such bonus amounts and bonus terms and conditions established by
the Compensation Committee, in its sole discretion.

Except as set forth in the Amendment, the terms of the Employment Agreement remain unchanged. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.




Item 9.01  Financial Statements and Exhibits.
(d) Exhibits.

  Exhibit Number                                      Description
       10.1           First Amendment to Employment Agreement, dated March

11, 2022, by and between

Crimson Wine Group, Ltd. and Jennifer L. Locke

104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the


                    Inline XBRL document).

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