EXHIBIT 10.8
THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC.
MANAGEMENT INCENTIVE AGREEMENT
This Management Incentive Agreement ("Agreement") is entered by and between
The Coca-Cola Bottling Group (Southwest), Inc. (the "Company" and the
"Employer") and XXXXXXX X. XXXXXXXXXX ("Manager"), effective January 1, 1997.
RECITALS
A. The Company desires to retain the services of certain key managers and
to encourage key managers to seek to attain the financial goals of the Company
through creativity, innovation and good management practices;
B. The Company measures its business success in part by setting financial
goals and evaluating efforts to meet financial goals by increasing revenue and
controlling expenditures;
C. The Company has established a Management Incentive Plan, recorded in
the minutes of the Board of Directors of the Company and expressed in this
Agreement and in similar Agreements with certain other key managers, to
encourage superior long-term performance by key managers of the Company and
subsidiary operations of the Company through payments of cash awards based on
the Company's performance during the three-year period from January 1, 1997
through December 31, 1999; and
D. Manager is currently employed with Employer in a key leadership
position.
AGREEMENT
1. PAYMENT OF BONUS. If Manager qualifies to receive a cash award
pursuant to this Agreement, two-thirds of the Award Payable (defined in Section
2(c) below) will be paid to Manager on March 1, 2000, and one-third of the Award
Payable will be paid to Manager on March 1, 2002. Payments under this Agreement
will be made by Employer, unless Manager has transferred to a position with a
subsidiary of the Company prior to the payment date, in which case the Award
Payable will be prorated among the employers of the Manager during the
Performance Period on the basis of months worked for each affected employer.
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2. DEFINITIONS.
a. "Cash Flow" is based on the audited financial information of the
Company for each fiscal year in any Performance Period and is determined by
adding the following items on the Statement of Operations for Southwest
Coca-Cola Bottling Company, Inc. and Texas Bottling Group, Inc. for the
year ended on December 31 of each such year: consolidated net income,
income taxes paid or accrued, interest expense net of interest income,
depreciation, amortization, accruals for Awards under this Plan, and other
noncash charges to the extent deducted in calculating consolidated net
income.
b. "Actual Cash Flow" is Cash Flow as certified to the Board of
Directors of the Company by the Chief Financial Officer of the Company for
purposes of the Plan and this Agreement.
c. "Cash Flow Threshold" is $340,000,000.00.
The Cash flow Threshold may be adjusted by the Board of Directors of the
Company to incorporate anticipated increases in Cash Flow resulting from the
expansion of the Company's business through acquisition of any other business by
the Company or Texas Bottling Group, Inc. or conversely to incorporate decreases
in cash flow resulting from divestiture or significant increases in expenditures
not foreseeable on the effective date of this Agreement. Any change in the Cash
flow Threshold must be approved by the Board of Directors of the Company prior
to the end of the Performance Period. The Board of Directors of the Company is
not required to make any adjustment in the Cash Flow Threshold, but may take
such action in its sole discretion. Any such change in the Cash Flow Threshold
will be effected by written notice to Manager prior to the end of the
Performance Period setting forth the amended Cash Flow Threshold.
d. "Award" is $ 200,000.00
e. "Award Payable" will be calculated by multiplying the Award by
the percentage determined by the following formula (the "Award Formula"):
Percentage = Lesser of y or z, where
y = 150% and
z = Actual Cash Flow - Threshold Cash Flow x 100% + 50%
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$40,000,000
3. REQUIREMENTS TO QUALIFY FOR THE AWARD. To be qualified to receive the
Award Payable, Manager must have been continuously employed by the Company or a
bottling subsidiary of the
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Company during the Performance Period in his present position or another key
management position, and still actively employed on March 1, 2000 to receive
the first installment, and on March 1, 2002 to receive the second installment.
The only exceptions to these requirements are described in Paragraphs 4, 5, 6
and 7.
4. RESIGNATION DUE TO DISABILITY. If Manager fails to meet the
requirements of Paragraph 3 above because he has resigned from employment with
the Company or a bottling subsidiary of the Company after the Performance Period
ends, but prior to a payment date due to a condition which meets the definition
of "disability" in the Company's Long Term Disability Insurance Policy or is on
medical leave, Manager will receive the Award Payable as provided in this
Agreement. If Manager's resignation due to disability occurs prior to the end of
the Performance Period, the Board of Directors may waive the "continuous
employment" requirement and prorate the Award Payable based on the ratio of the
number of months within the Performance Period in which Manager was actively
employed to the 36 months in the Performance Period, and the payment date of
such partial Award Payable may be accelerated in the sole discretion of the
Board of Directors of the Company.
5. RESIGNATION DUE TO RETIREMENT. If Manager fails to meet the
requirements of Paragraph 3 above because he has retired from employment with
the Company or a bottling subsidiary of the Company after the Performance Period
ends, but prior to a payment date in accordance with the terms of The Coca-Cola
Bottling Group (Southwest), Inc. and Affiliates Retirement Plan, Manager will
receive the Award Payable as provided in this Agreement. If Manager's
resignation due to retirement occurs prior to the end of the Performance Period,
the Board of Directors may waive the "continuous employment" requirement and
prorate the Award Payable based on the ratio of the number of months within the
Performance Period in which Manager was actively employed to the 36 months in
the Performance Period.
6. DEATH OF MANAGER. If Manager dies while actively employed with the
Company or a bottling subsidiary of the Company after the Performance Period
ends, but prior to a payment date, Manager's estate or designated beneficiary
will receive the Award Payable as provided in this Agreement. If Manager's death
occurs prior to the end of the Performance Period, the Board of Directors may
waive the "continuous employment" requirement and prorate the Award Payable
based on the ratio of the number of months within the Performance Period in
which the Manager was actively employed to the 36 months within the Performance
Period, and the payment date of such partial Award Payable may be accelerated in
the sole discretion of the Board of Directors of the Company.
7. CHANGE OF MAJORITY OWNERSHIP. If, during the term of this Agreement,
the majority ownership of the stock of the Company and/or the Manager's employer
changes, this Agreement shall terminate, and Manager will receive all or any
remaining portion of an Award Payable from the Company, on or before December 31
of the year in which such change of ownership is consummated. If the Change of
Ownership occurs during the Performance Period, the Award Payable will be
determined using an amended Cash Flow Threshold which
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proportionally adjusts the factors to be utilized in calculating the Award
Payable. For purposes of this Paragraph 7 and Paragraph 8 below, a transfer of
stock ownership from a person or entity which was a shareholder on the date of
this Agreement (a "current shareholder") to a person or entity which is (a)
controlled by or under common control with a current shareholder, (b) a family
member of a current shareholder, or (c) a trust, partnership or other entity
of which a current shareholder or a family member of a current shareholder is
either a grantor, trustee, beneficiary, owner or holder of an equity or
beneficial interest, will not constitute a Change of Majority Ownership of the
Company or, if applicable, the Manager's employer.
8. TERMINATION OF AGREEMENT. This Agreement shall terminate immediately
upon the occurrence of the first of the following events: a) payment of the
entire Award Payable; b) voluntary resignation of the Manager; c) termination of
Manager's employment with the Company or a bottling subsidiary of the Company,
for any reason other than death, disability or retirement (as defined in
Paragraphs 5 and 6 above); or Change of Majority Ownership of the Company or
Manager's employer. This Agreement and the benefits of this Agreement may be
assigned by the Company to any corporate successor of the Company, but may not
be assigned, pledged, or otherwise transferred by Manager.
9. AMENDMENTS. Manager recognizes that the Board of Directors of the
Company may determine in its sole discretion that modification, suspension or
termination of the Plan is in the best interest of the Company, and that the
Plan provides that the Board of Directors may act in its sole discretion to
suspend or terminate the Plan in whole or in part. This Agreement may be amended
by written agreement between the Manager and the Company. The Board of Directors
of the Company may also make an amendment to the form of all Agreements for a
specific Performance Period, and such amendment shall be effective for this
Agreement when the majority of Participants who are parties to Agreements for
the same Performance Period consent in writing to such amendment. The Board of
Directors may also unilaterally amend this Agreement if it amends all Agreements
for the same Performance Period in order to correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in the Awards made
thereunder that does not constitute the modification of a material term of the
Plan or this Agreement, or take necessary action to effect legal compliance of
the Plan or this Agreement. If Manager transfers from his position with the
Company to a position with Coca-Cola Bottling Company of the Southwest or
Southwest Coca-Cola Bottling Company, Inc., this Agreement will be amended by
adding such employer as a party to this Agreement.
10. NOTICES. All notices given under this Agreement shall be in writing
and shall be deemed to be delivered when actually received or shall be deemed
received upon deposit in the United States mail' registered or certified,
postage prepaid and, if to the Company, addressed to the Company at 0000 Xxxxx
Xxxxxx #0000, Xxxxxx, Xxxxx 00000, or if to Manager, at his principal place of
residence.
11. EMPLOYMENT AT WILL. Manager acknowledges that this Agreement is not an
employment agreement, and has no relationship to or effect on the terms of
Manager's
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employment with the Company. Manager acknowledges and affirms that his
employment with the Company is terminable at will, subject only to compliance
with existing law, by Manager or Manager's employer (whether the Company or a
subsidiary of the Company) at any time.
IN WITNESS WHEREOF, this Management Incentive Agreement is executed this
5th day of June, 1997.
THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Co-Chairman
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MANAGER
/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
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