EXHIBIT 10.2
COCA-COLA ENTERPRISES INC.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), effective as of the date last
signed below, between Coca-Cola Enterprises Inc. (the "Company") and Xxxxxx X.
Xxxxxxx, III ("Xx. Xxxxxxx").
WHEREAS, the Company desires to ensure a successful transition in the
management of the Company prior to and following Xx. Xxxxxxx'x retirement and to
benefit from Xx. Xxxxxxx'x valuable experience and expertise; and
WHEREAS, Xx. Xxxxxxx desires to assist the Company by providing consulting
services to the Company following his retirement.
NOW, THEREFORE, for valuable consideration, the sufficiency of which is
hereby acknowledged, the parties do hereby agree as follows:
1. TERM OF CONSULTING SERVICES PERIOD. Xx. Xxxxxxx shall provide consulting
services under this Agreement from September 1, 2003 through August 31, 2006
(the "Consulting Services Period"). Certain responsibilities and the related
compensation will be determined by reference to three twelve-month periods
designated as "Year 1," "Year 2," and Year 3." Thereafter, the Consulting
Services Period may be extended each year for a term of one additional calendar
year, or as otherwise agreed upon by the parties, by written agreement.
2. CONSULTING SERVICES. Xx. Xxxxxxx shall provide consulting services to the
Company as follows:
(a) In Year 1 and Year 2: Continuing service as Chairman of the Board of
Directors of Coca-Cola Bottlers' Sales and Services Company, LLC
("CCB").
(b) In Year 1, Year 2 and Year 3: Continuing service as Chairman, Board
of Supervisors, Coca-Cola Enterprises, Netherlands ("CCEN").
(c) In Year 1: Consulting services with respect to the Company's
succession planning, including but not limited to, completion of the
process of preparing recommendations and gaining Board of Directors'
approval of a slate of senior officers, including Chief Executive
Officer, Chief Operating Officer, and President, North American
Business Unit and the follow-up and monitoring of the Individual
Development Plans for all members of the candidates for these
positions (referred to herein as "Succession Planning Management").
(d) In Year 1, Year 2 and Year 3: Consulting services with respect to
the Company's European Group (referred to herein as "European Market
Follow-up & Mentoring"), which services will be limited to the
non-board meeting days during the weeks in which the Dutch Board of
Supervisors meet and which include, but will not be limited to:
(i) Providing market analysis, people input and feedback for the
European Group President;
(ii) Mentoring the European Group President based on this analysis
and feedback, as well as input from the Company's senior
management;
(iii) Obtaining and sharing information and analysis regarding the
European market.
(e) In Year 1, Year 2, and Year 3: Consulting services, totaling two
weeks services, related to other miscellaneous projects requested by
the Company's Chief Executive Officer, Chief Operating Officer, or
either of the Group Presidents (referred to herein as "Miscellaneous
Projects"). Such miscellaneous projects may require relationships
and interface with other Coca-Cola bottlers, the Coca-Cola Bottlers'
Association, and The Coca-Cola Company and may include, but are not
limited to:
(i) Developing local marketing strategies and tactics relative to
price/packaging planning;
(ii) Evaluating marketing strategies and flow in a Division;
(iii) Making recommendations regarding local marketing organization
to the Company and The Coca-Cola Company;
(iv) Evaluating the effectiveness of local marketing teams and
making recommendations for remedial actions, where
appropriate.
(f) Notwithstanding the foregoing, in the event the Company requests
services related to Miscellaneous Projects (under Paragraph 2(e)) in
excess of two weeks, Xx. Xxxxxxx will provide additional services
with respect to such Miscellaneous Projects as the Company may
request, without an increase to his compensation, but only to the
same extent that these additional services are provided in lieu of
services that would have been provided under Paragraph 2(d).
3. POSITION AND TITLE DURING CONSULTING SERVICES PERIOD. During the
Consulting Services Period, Xx. Xxxxxxx shall hold the title of Consultant to
Coca-Cola Enterprises Inc. and shall report to the Company's President and Chief
Operating Officer.
4. COMPENSATION FOR DURING CONSULTING SERVICES PERIOD. The Company shall
pay Xx. Xxxxxxx consulting fees with respect to each of the items described
below, as follows:
(a) In Year 1 (9/1/2003 to 8/31/2004):
Chairman, CCEN Supervisory Board $ 40,000
Chairman, CCB Board of Directors 60,000
Succession Planning Management 60,000
European Market Follow-Up & Mentoring 40,000
Miscellaneous Projects 30,000
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$230,000
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(b) In Year 2 (9/1/2004 to 8/31/2005):
Chairman, CCEN Supervisory Board $ 40,000
Chairman, CCB Board of Directors 60,000
European Market Follow-Up & Mentoring 40,000
Miscellaneous Projects 30,000
---------
$170,000
(c) In Year 3 (9/1/2005 to 8/31/2006)
Chairman, CCEN Supervisory Board $ 40,000
European Market Follow-Up & Mentoring 40,000
Miscellaneous Projects 30,000
---------
$110,000
(d) Notwithstanding the foregoing, the consulting fees described in this
Paragraph 4, shall be payable, or adjusted, as follows:
(i) Twenty-five percent (25%) of each year's fees shall be payable
on the first business day of each quarter.
(ii) In the event the consulting services rendered under Paragraph
2(e), above, exceed two weeks of services (or such other
number of weeks for which no additional fees are payable under
Paragraph 2(f)), Xx. Xxxxxxx shall present the Company with an
invoice for such services, and Company shall pay Xx. Xxxxxxx
at the rate of $20,000 per week, which amounts shall be paid
within sixty (60) days of the date Xx. Xxxxxxx presents to
Company with an invoice for such services.
(iii) In the event that the parties mutually agree at the beginning
of any consulting services period to eliminate all the duties
within any item of Paragraph 2, the compensation described
herein shall be reduced by the subtracting fees associated
with such item for that Consulting Services Period.
5. RETIREE BENEFITS DURING CONSULTING SERVICES PERIOD. During the
Consulting Services Period, Xx. Xxxxxxx and his eligible dependents shall be
eligible to participate in the Company's Executive Retiree Medical Plan, which
plan shall provide the same medical benefits (and on the same basis) as provided
under the medical plan covering active nonunion employees of the Company, as it
may be amended from time to time. At the end of the Consulting Services Period,
Xx. Xxxxxxx shall no longer be eligible to participate in the Executive Retiree
Medical Plan but shall become eligible to participate in the Company's Retiree
Medical Plan.
Xx. Xxxxxxx shall be eligible to participate in the Company's financial
and tax planning fringe benefit plans on the same basis as a Senior Executive
Vice President of the Company.
6. INDEPENDENT CONTRACTOR. The Company and Xx. Xxxxxxx agree that Xx.
Xxxxxxx will act as an independent contractor in the performance of his duties
during the Consulting Services Period. Accordingly, Xx. Xxxxxxx shall be
responsible for payment of all taxes including federal, state and local taxes
arising out of the provision of consulting services in accordance with this
Agreement.
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7. PERSONNEL AND OFFICE ACCOMMODATIONS. During the Consulting Services
Period, the Company will provide Xx. Xxxxxxx with an office and secretary in its
corporate offices in order to assist him in the performance of his consulting
services.
8. EXPENSES. The Company shall reimburse the Xx. Xxxxxxx for all expenses
incurred by Xx. Xxxxxxx in connection with the performance of his consulting
services. All amounts to be reimbursed to the Xx. Xxxxxxx pursuant to this
Paragraph 8 shall be paid within ninety days (90) days following the delivery of
the expense invoice to the Company.
9. TERMINATION OF EMPLOYMENT AND CONSULTING AGREEMENT. This Agreement
shall terminate upon Xx. Xxxxxxx'x death, disability or the existence of
circumstances constituting a termination for "cause," as hereinafter defined. In
the event of such termination, the Company shall pay to Xx. Xxxxxxx or his
estate all amounts owed and payable to him under this Agreement as of the date
of such termination. For purposes of this Paragraph 9, "cause" shall mean Xx.
Xxxxxxx'x willful failure or inability to carry out his duties and
responsibilities in any material respect, the commission of a felony or
commission of any willful or intentional act, unprofessional or unethical act
which has or would have, if such act becomes public knowledge, a substantial and
adverse effect on the business operations or reputation of the Company.
10. NON-COMPETITION; CONFIDENTIALITY. For a period of two years from the
end of the Consulting Services Period, Xx. Xxxxxxx shall not, directly or
indirectly engage in, participate in or have any interest as a consultant,
partner, joint venturer, proprietor, employee, officer, director, agent,
security holder, creditor or consultant, or in any other capacity, or have any
other direct or indirect financial interest in any business, firm, person,
partnership, corporation (other than the Company or The Coca-Cola Company)
engaged in any activity similar to or competitive with the business now engaged
in by the Company or The Coca-Cola Company, including, but not limited to,
manufacturing, producing or distributing liquid, nonalcoholic beverages in any
geographic area in which the Company or The Coca-Cola Company or any licensee of
The Coca-Cola Company has operations during or at the conclusion of the
Consulting Services Period; except nothing herein shall be deemed to prevent or
limit the right of Xx. Xxxxxxx to own capital stock or other securities of any
corporation, the securities of which are publicly owned or regularly traded in
the over-the-counter market or on any securities exchange, provided that Xx.
Xxxxxxx does not acquire beneficial ownership (as determined under Rule 13d-3 of
the Securities Exchange Act of 1934) of more than one percent of the issuer's
outstanding securities of that class.
11. ENFORCEMENT.
(a) The parties recognize that the nature of the subject matter of this
Agreement, including Paragraph 10 , would make it impracticable and
extremely difficult to determine actual damages to the Company in
the event of a breach of this Agreement by Xx. Xxxxxxx. Accordingly,
if Xx. Xxxxxxx commits a breach or threatens to commit a breach of
any of the provisions of this Agreement, the Company shall have the
right and remedy to have the provisions of the Agreement
specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach or threatened
breach will cause irreparable injury to the Company and that money
damages will not provide an adequate remedy to the Company. The
rights of the Company to equitable relief in the
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enforcement of this Agreement shall be in addition to any and all
other remedies available through an action in law.
(b) If any of the covenants contained in Paragraph 10, or any part
thereof, are held to be unenforceable because of the duration of
such provisions or the area covered thereby, the undersigned agree
that the court making such determination shall have the power to
reduce the duration and the area or both of any such provision and,
in its reduced form, said provision shall then be enforceable.
(c) Should any other portion of this Agreement be declared invalid for
any reason or to have ceased to have been binding on the parties
hereto, said provision shall be severed and all other provisions
shall continue to be effective and binding.
(d) Notwithstanding anything herein to the contrary, the Company shall
not be relieved of any of its obligations hereunder to Xx. Xxxxxxx
in the event of determination by any court, arbitrator, or other
governing authority that the covenants contained in Paragraph 10 are
unenforceable or to limit the enforceability of any such covenants.
12. BINDING EFFECT AND ASSIGNMENT. This Agreement benefits and binds the
Company and Xx. Xxxxxxx and their respective heirs, executors, administrators,
personal representatives, successors and assigns. Notwithstanding the foregoing,
neither party shall be entitled to assign this Agreement or rights hereunder
without the prior written consent of the other party; provided however, that at
any time following commencement of the Consulting Services Period Xx. Xxxxxxx
may assign his rights under this Agreement to a corporation, partnership or
limited liability company controlled by Xx. Xxxxxxx, subject to the condition
that all services and other duties and responsibilities shall be performed
solely by Xx. Xxxxxxx.
13. HEADINGS; DEFINITIONS. The headings of paragraphs contained in this
Agreement are inserted only as a matter of convenience and for reference and in
no way define, limit, extend or describe the scope of this Agreement or the
intent of any provision hereof. The parties agree to all definitions in the
statement of parties to this Agreement and in the other introductory language to
this Agreement.
14. CONTROLLING LAW; AMENDMENT; WAIVER. This Agreement shall be governed
by the laws of the State of Georgia. This Agreement may not be altered or
amended except in writing signed by the parties. The failure of any party hereto
at any time to require performance of any provisions hereof shall in no manner
affect the right to subsequently enforce the same. No waiver by any party hereto
of any condition, or of the breach of any term, provisions, warranty,
representation, agreement or covenant contained in this Agreement, whether by
conduct or otherwise, in any one or more instances shall be deemed or construed
as a further or continuing waiver of any such condition or breach or a waiver of
any other condition or of the breach of any other term, provision, warranty,
representation, agreement or covenant herein contained.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
and agreement between the Company and Xx. Xxxxxxx with respect to the subject
matter hereof and supersedes all prior negotiations, understandings and
agreements, whether written or oral, between the Company and Xx. Xxxxxxx with
respect to the subject matter hereof.
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COCA-COLA ENTERPRISES INC.
Xxxxxx X. Xxxxxxx, III Xxxx X. Xxxxxx, Xx.
/s/ Xxxxxx X. Xxxxxxx, III /s/ Xxxx X. Xxxxxx, Xx.
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Title: Senior Vice President and
General Council
Date: May 10, 2003 Date: May 15, 2003
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