f, R . J . REYNOLDS TOBACCO INTERNATIONAL, INC . - AND - BENETTON FORMULA LIMITED SPONSORSHIP AGREEMENT August, 1990 Source: https://www.industrydocuments.ucsf.edu/docs/zyyp0102 AGREEMENT This Agreement is made the --) 4A day of August, 1990 BETWEEN : R .J . REYNOLDS TOBACCO INTERNATIONAL, INC ., a corporation incorporated in the State of Delaware, U .S .A ., whose address is 401 North Main Street, Winston-Salem, NC 27102, ("REYNOLDS") AND : BENETTON FORMULA LIMITED, a company incorporated in England whose address is Unit 6, Larigham Park, Catteshall Lane, Godalming, Surrey GU7 1DHM (the "Team") : WHEREAS : (A) REYNOLDS, for the purposes of the promotion and advertising of its corporate and brand images through CAMEL cigarettes and other CAMEL products on a worldwide basis, wishes to achieve publicity by sponsoring one or more Formula One Grand Prix Racing Teams taking part in the 1991 and 1992 FIA World Championships . (B) The Team has substantial and successful experience in operating a Formula One racing team . NOW IT IS HERf:BY AGREED as follows : Definitions In this Agreement the following words shall have the following meanings : "Compete" means the entering at Race Events of two Racing Cars in a raceworthy condition with all necessary spares and replacement parts together with such staff, equipment, lubricants and fuels as is necessary to ensure (i) that both Racing Cars pass the scrutineer's test for competition in each of the Race Events and (ii) that in each Racing Event each Racing Car has at least left the pit lane and been driven on the track in the opening practice sessions of such Race Event . "Competitor" means any person, firm, company or body (oother than REYNOLDS) producing any or all of the following : -2- Source: https://www.industrydocuments.ucsf.edu/docs/zyyp0102 Cigarettes Other tobacco products Smoking accessories "the Drivers" means Nelson Piquet ("Piquet") and Alessandro Nannini ("Nannini") who shall be engaged by the Team to drive the Racing Cars . "Personal Appearances" means an all day ex-race personal appearance for promotional purposes . "the Racing Cars" means the Team's Formula One racing cars . "Race Event" means each Formula One World Championship - Grand Prix race event in the relevant year . "Racin Team" means the Team's Formula One racing team . "REYNOLDS Group" means REYNOLDS and RJR Nabisco, Inc . and the subsidiaries of either of them at the date hereof . 2 . Duration This sponsorship shall come into full force and effect on the signing hereof arid, subject to paragraphs 8, 9 and 10, shall terminate on 31st December . 1992 . 3 . The Team"s Undertakings The Team hereby undertakes to REYNOLDS that : (a) The Team will Compete with two Racing Cars driven by the Drivers in the first Race Event of the 1991 Championship season and thereafter in each Race Event held for the term of this Agreement . (b) The Team shall' abide by the rules and regulations applicable to it by virtue of its participation in the FIA World Championship at each Race Event and shall duly conduct itself, and procure that the Drivers conduct themselves, in such a manner that will not lead it or its sponsors to being injured, brought into disrepute or ridiculed or lessen their public reputation, goodwill or favorable image . (c) CAMEL identification in CAMEL yellow and blue colors shall be carried or displayed on (i) the Drivers' overalls and helmets in accordance with the sizes and locations shown in the diagrams set out in Appendices I and II, (ii) the Racing Cars in accordance with the sizes and locations shown in the diagrams of the Racing Cars set out in Appendix III, (iii) the Team's coaches, trucks and service vehicles in accordance with the diagrams set out in Appendix IV, and (iv) on the Team's uniform for all team personnel (except the Drivers) in accordance with the diagrams -3- Source: https://www.industrydocuments.ucsf.edu/docs/zyyp0102 set out in Appendix V . The diagrams for Appendix IV and V shall reflect a color scheme which features the same colors and proportions as the colors found on the Race Cars . REYNOLDS will supply the Team with appropriate paint specifications for the Racing Cars and Team vehicles . (d) Subject to the Team's reasonable requirements for racing or testing, the Team shall require the Drivers, Piquet and Nannini, to make themselves available to REYNOLDS for a minimum of 4 and 10 Personal Appearances, respectively, in each year for the duration of this Agreement, starting from 1st January, 1991 and at each such appearance the Team shall procure that the Drivers shall wear clothing carrying CAMEL identification as provided by REYNOLDS or as agreed in advance with REYNOLDS . The reasonable expenses of the Drivers (travel, hotel, and hire car) will be paid by REYNOLDS . (e) The Team will provide REYNOLDS with a minimum of 6 FOCA plastic passes, 2 of which will carry a photograph of the individual to whom each pass is assigned, 9 FOCA paper passes and 1 FOCA team personnel car park parking pass, for each Race Event . (f) The Team shall procure that, unless prevented by the application of any laws or other regulations which govern motor racing sponsorship by cigarette manufacturers, all the Team's publicity shots of the Racing Cars shall show the CAMEL identification carried on the Racing Cars in accordance with sub-clause 3(c) above and shall include the Team name set forth in sub-clause 3(i) below and all the Team's press releases and publicity material shall include the team name in a position and size which is prominent as compared to the logos of other sponsors of the Team . (g) The Team will obtain from the Drivers and such other Team personnel as REYNOLDS shall from time to time request a Release in the form of Appendix VI . (h) The Team shall, and shall procure that the Drivers shall : (i) whenever dealing with the press and members of the motor racing fraternity, do so in a fully professional manner so as to uphold the status of the Team and of REYNOLDS ; (ii) co-operate conscientiously with REYNOLDS in the promotional and social functions of REYNOLDS ; and (iii) acknowledge that all race and test driving activities in respect of this Agreement are carried out at their own risk . (i) The Team shall require that all its sponsors and any other persons associated with the Team refer to the designated name of the Racing Cars and the Team as "CAMEL BENETTON FORD" . -4- Source: https://www.industrydocuments.ucsf.edu/docs/zyyp0102 (j) REYNOLDS shall be the prime sponsor of the Team, the Drivers, and the Racing Cars throughout the term of this Agreement . REYNOLDS shall have the right to be consulted and informed by the Team as to t:he color, number, location, and size of display of logos of all additional Team sponsors on the Drivers' overalls and helmets and on the Racing Cars, the Team personnel uniform, car transporters and support vehicles, and in no event shall another sponsors' logos or lettering on any such items be larger in height than the height of the largest "CAMEL" lettering on such iteri without REYNOLDS prior written approval . No identification colors or logos of any sponsor other than the logos of Mobil Oil Company, Ford Motor Company and United Colors of Benetton (in the approximate size and position indicated on Appendix III) shall appear in the CAMEL Yellow areas designated on the Racing Cars, as specified on Appendix III, without REYNOLDS prior written approval . So long as Autopolis is a Team sponsor, the primary color for all areas on the Racing Cars assigned to Autopolis (See Appendix III) shall be CAMEL Blue . In the event the Team loses Autopolis as a sponsor, the Team shall use its best efforts to find a substitute sponsor(s) which will retain CAMEL Blue as, or permit CAMEL Yellow to be, the primary color of the applicable Racing Car areas formerly allocated to Autopolis . In no event shall "red" be the primary body paint color on any Racing Car area assigned to any sponsor without the prior written approval of REYNOLDS . During the term of this Agreement, no more than two primary Racing Car body paint colors other than CAMEL yellow may appear on the Racing Cars without REYNOLDS prior written approval, which shall not be unreasonably withheld . In all events the Team hereby agrees and acknowledges that in any displays of Team sponsors, the REYNOLDS "CAMEL" sponsorship (or other REYNOLDS sponsorship permitted hereunder pursuant to paragraph 8) shall be the most prominently displayed sponsorship wherever the Racing Cars or displays appear or are carried pursuant to the terms of this Agreement . (k) Save where FIA regulations require otherwise, the Drivers will at all times in the racing arena and when appropriate wear an all yellow cap carrying the Team name, CAMEL BENETTON FORD . (See para . 3 (i)) . (1) The Team shall procure that REYNOLDS shall have the use at each Race Event of the Benetton Motorhome(s), such use to be in accordance with a code of use agreed between the parties . In addition, the Team will use its best efforts to procure from the appropriate authorities a motorhome space in the area deemed to be the Formula 1 paddock, for exclusive occupation by a hospitality vehicle sponsored by REYNOLDS, bearing CAMEL identification and managed by personnel of REYNOLDS choice . (m) The Team undertakes to loan to REYNOLDS and maintain to display standard, free of charge, two fully liveried full scale display cars for the duration of the contract, as well as whatever trailers, transporters or personnel may be required for their safe transportation .