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EXHIBIT 10.19
COCA-COLA ENTERPRISES INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") effective April 17, 1998,
between Coca-Cola Enterprises Inc. (the "Company") and Summerfield X. Xxxxxxxx,
Xx. ("Xx. Xxxxxxxx").
WHEREAS, the Company desires to ensure a successful transition in the
management of the Company prior to and following Xx. Xxxxxxxx'x retirement and
to benefit from Xx. Xxxxxxxx'x valuable experience and expertise; and
WHEREAS, Xx. Xxxxxxxx desires to assist the Company in the period
following his resignation as Chief Executive Officer and to continue to provide
consulting services to the Company following his retirement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties do hereby agree as
follows:
1. Term of Employment. Xx. Xxxxxxxx'x "Employment Period," as
this term is used throughout the Agreement, shall begin April 17, 1998 and
shall continue until such time as determined by the Company's Board of
Directors, unless earlier terminated pursuant to Section 15 herein.
2. Position and Title During Employment Period. During the
Employment Period, Xx. Xxxxxxxx shall serve in the capacity as Chairman of the
Board of Directors of the Company and Senior Executive Officer.
3. Compensation During Employment Period. The Company shall pay
to Xx. Xxxxxxxx base salary compensation at the rate of $650,000 per year until
January 1, 1999, and thereafter as determined by the Compensation Committee of
the Company's Board of Directors.
4. Incentive Plan Bonuses. During the Employment Period, Xx.
Xxxxxxxx shall be eligible to participate in the Executive Management Incentive
Plan and the Long-Term Incentive Plan (each referred to herein as an "Incentive
Plan") for any Performance Period (as that term is defined in each such plan)
for which an Incentive Plan is adopted. In the event the Employment Period ends
prior to the end of a Performance Period, Xx. Xxxxxxxx'x award under the
relevant Incentive Plan shall be prorated and paid in accordance with the terms
of such plan.
5. Employee and Fringe Benefits. During the Employment Period,
Xx. Xxxxxxxx shall be eligible to participate in all employee and fringe
benefit plans for which he is otherwise eligible as an employee of the Company,
which participation shall be governed by the terms of the relevant plans.
6. Term of Consulting Services Period. Xx. Xxxxxxxx'x
"Consulting Services Period," as this term is used throughout the Agreement,
shall begin on the date on which the Employment Period ends and shall continue
for a term ending on January 1, 2003. During the Consulting Services Period,
Xx. Xxxxxxxx agrees to
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provide Company with such time and services as Company may reasonably request,
with the time and effort devoted to consulting services to be consistent with
Xx. Xxxxxxxx'x nonfulltime status and availability in view of his involvement
in other non-Coca-Cola business and activities; provided, such other business
activities are consistent with Section 16 of this Agreement. Specifically, Xx.
Xxxxxxxx'x consulting services shall include:
(a) Continuing service on the Company's Board of
Directors (subject to election by the Company's share owners) and
holding the position of Chairman of the Board for such period as
determined by the Company's Board of Directors; and
(b) Consulting with the Company on strategic planning,
maintaining and enhancing the Company's strategic alignment with The
Coca-Cola Company and the identification of acquisition opportunities
for the Company, and such other duties and responsibilities assigned
to him by the Company's Board of Directors from time to time.
7. Position and Title During Consulting Services Period. During
the Consulting Services Period, Xx. Xxxxxxxx shall hold the title of Consultant
to Coca-Cola Enterprises Inc. and shall report to the Company's Board of
Directors.
8. Compensation for During Consulting Services Period. The
Company shall pay Xx. Xxxxxxxx a consulting fee of $50,000 per month.
Compensation paid pursuant to this Section 8 shall be in addition to any fees
Xx. Xxxxxxxx earns for service on the Company's Board of Directors or on the
Board of Directors of other Coca-Cola bottling companies.
9. Retiree Benefits During Consulting Services Period. During
the Consulting Services Period, Xx. Xxxxxxxx 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. Xxxxxxxx shall no longer be eligible to participate in the
Executive Retiree Medical Plan but shall be eligible to participate in the
Company's Retiree Medical Plan for which he would eligible if his employment
were terminated at that time. Xx. Xxxxxxxx shall be eligible to participate in
the Company's financial planning and tax benefit plans on the same basis as
other eligible employees.
10. Service for Stock Award Vesting Purposes. During the
Consulting Services Period, the Company shall treat Xx. Xxxxxxxx as an active
employee for purposes of crediting service in the determination of the vesting
of any stock awards Xx. Xxxxxxxx may hold during such period.
11. Company Aircraft. During the Consulting Services Period, the
Company shall make its aircraft available to Xx. Xxxxxxxx for his use when
performing consulting services pursuant to this Agreement.
12. Independent Contractor. The Company and Xx. Xxxxxxxx agree
that Xx. Xxxxxxxx will act as an independent contractor in
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the performance of his duties during the Consulting Services Period.
Accordingly, Xx. Xxxxxxxx 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.
13. Personnel and Office Accommodations. During the Consulting
Services Period, the Company will provide Xx. Xxxxxxxx with an office and
secretary in its corporate offices in order to assist him in the performance of
his consulting services.
14. Expenses. The Company shall reimburse the Xx. Xxxxxxxx for
all expenses incurred by Xx. Xxxxxxxx in connection with the performance of his
duties hereunder, whether performed during the Employment Period or the
Consulting Services Period. All amounts to be reimbursed to the Xx. Xxxxxxxx
pursuant to this Section shall be paid within ninety days (90) days following
the delivery of the expense invoice to the Company.
15. Termination of Employment and Consulting Agreement. This
Agreement shall terminate upon Xx. Xxxxxxxx'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. Xxxxxxxx or his estate all amounts owed and payable to him under this
Agreement as of the date of such termination. For purposes of this Section 15,
"cause" shall mean Xx. Xxxxxxxx'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.
16. Non-Competition; Confidentiality. For a period of two years
from the end of the Consulting Services Period, Xx. Xxxxxxxx shall not,
directly or indirectly engage in, participate in or have any interest as a
consultant, partner, joint venture, 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. Xxxxxxxx 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. Xxxxxxxx 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.
17. Enforcement.
(a) The parties recognize that the nature of the subject
matter of this Agreement, including Section 16,
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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. Xxxxxxxx. Accordingly, if Xx. Xxxxxxxx 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
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 Section 16, 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. Xxxxxxxx in the event of determination by any court, arbitrator,
or other governing authority that the covenants contained in Section
16 are unenforceable or to limit the enforceability of any such
covenants.
18. Binding Effect and Assignment. This Agreement benefits and
binds the Company and Xx. Xxxxxxxx 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. Xxxxxxxx may assign his rights under this
Agreement to a corporation, partnership or limited liability company controlled
by Xx. Xxxxxxxx, subject to the condition that all services and other duties
and responsibilities shall be performed solely by Xx. Xxxxxxxx.
19. Headings; Definitions. The headings of sections 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.
20. 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
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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.
21. Entire Agreement. This Agreement constitutes the entire
understanding and agreement between the Company and Xx. Xxxxxxxx with respect
to the subject matter hereof and supersedes all prior negotiations,
understandings and agreements, whether written or oral, between the Company and
Xx. Xxxxxxxx with respect to the subject matter hereof.
SUMMERFIELD X. XXXXXXXX, XX. COCA-COLA ENTERPRISES INC.
S/ SUMMERFIELD X. XXXXXXXX, XX.
By: /s/ XXXX X. XXXXXXXXX
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Title: Chairman Compensation Committee
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April 27, 1998
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Date Date
