RETIREMENT AND CONSULTING AGREEMENT
THIS RETIREMENT AND CONSULTING AGREEMENT (the "Agreement") is made to
be effective the 1st day of June, 2000, by and between Xxxx X. Xxxxxx
(hereinafter "Xxxxxx") and Coca-Cola Bottling Co. Consolidated (hereinafter the
"Company").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Xxxxxx has served as an officer of the Company with the title
of Vice Chairman of the Board of Directors of the Company (hereinafter the
"Board") since 1983; and
WHEREAS, Xxxxxx has expressed his intention to retire as an officer of
the Company effective as of May 31, 2000, and the Board desires to insure that
Xxxxxx will serve as a consultant to the Company after his retirement; and
WHEREAS, Xxxxxx is willing to provide such consulting services to the
Company after his retirement under the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the premises and other
consideration as expressly provided for herein, the parties hereto agree as
follows:
1. Retirement.
(a) Retirement Date. Xxxxxx and the Company agree that Xxxxxx shall
retire as an employee and officer of the Company effective as of May
31, 2000 (the "Retirement Date").
(b) Employee Benefit Plans of the Company. Xxxxxx shall be entitled
to the rights and benefits of a retiree pursuant to the retiree
medical plan of the Company as in effect as of the Retirement Date
applicable to retirees of the Company subject to and in accordance
with the terms and conditions of such plan. In addition, Xxxxxx shall
be entitled to receive the benefits payable to Xxxxxx pursuant to the
terms of the other employee benefit plans of the Company in which
Xxxxxx participates as in effect as of the Retirement Date. This
Agreement shall neither reduce nor enlarge Xxxxxx'x rights, if any,
under the terms of such plans and shall not change the terms of such
plans or the benefits earned by or due to Xxxxxx thereunder. The
benefits earned by or due to Xxxxxx in accordance with the terms of
such plans shall be paid to Xxxxxx by the Company or such plans (as
the case may be), and such payments shall discharge fully all
obligations of the Company and such plans with respect to Xxxxxx'x
benefits under such plans.
2. Continued Service as a Director. Xxxxxx and the Company acknowledge
that Xxxxxx is currently serving as a director of the Company with a term
expiring in 2002. Xxxxxx shall continue to serve as a director of the Company
for the remainder of such term in accordance with the Bylaws of the Company;
provided, however, that during the term of this Agreement, Xxxxxx shall not be
entitled to receive any compensation for his services as a director, either in
the form of an annual retainer or meeting fees. Notwithstanding the foregoing,
if Xxxxxx continues to serve as a director following the termination of this
Agreement, then Xxxxxx shall be entitled to receive the same compensation and
benefits accorded to other nonemployee directors of the Company for his services
as a director from and after the termination of this Agreement.
3. Consulting.
(a) Duties. Commencing as of June 1, 2000, Xxxxxx shall stand ready
to and shall furnish to the Company such "consulting services" as the
Chief Executive Officer of the Company (or his designee) may
reasonably request, which such consulting services may include
consulting with and assisting the management of the Company concerning
the general oversight and guidance of the Company and major projects
of the Company, and providing the Company with the benefit of his
experience and knowledge concerning all such matters. Xxxxxx agrees to
provide the Company with such time and business resources as are
reasonably necessary in order to carry out his responsibilities
hereunder, and he agrees not to accept any other employment that would
preclude him from carrying out or otherwise interfering with his
responsibilities hereunder. In addition, Xxxxxx acknowledges that from
time to time he may be required to provide substantial time and
business resources to the Company in connection with the consulting
services requested hereunder. The parties agree that in performing
consulting services hereunder Xxxxxx shall not be an employee of the
Company but shall act in the capacity of independent contractor.
(b) Compensation. In consideration for the services to be rendered
by Xxxxxx pursuant to this Section 3, the Company agrees to pay to
Xxxxxx $350,000 annually, such amount to be paid in equal monthly
installments.
4. Term. The term of this Agreement shall commence as of the date
hereof and shall continue until May 31, 2005. Notwithstanding the foregoing,
this Agreement shall terminate prior to May 31, 2005 upon the following events:
(a) Xxxxxx elects to terminate the Agreement, in which event Xxxxxx
shall serve sixty (60) days advance written notice upon the Company
informing the Company of his election to terminate this Agreement;
(b) The death of Xxxxxx, in which event this Agreement shall
terminate automatically, without any requirement of notice; or
(c) A determination made in good faith by the Board that Xxxxxx has
willfully failed to perform or is unable to perform due to medical
infirmity the services assigned to him by the Company pursuant hereto,
in which event this Agreement shall terminate automatically, without
any requirement of notice.
5. Confidentiality of Company Information. Xxxxxx agrees to keep
confidential and not to disclose to anyone other than a person acting on behalf
of the Company any information about the Company concerning its methods and
manner of operation, marketing plans, new
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products, procedures, methods, processes, know-how and techniques, customer
lists and other similar information that may be useful by a competitor of the
Company. This obligation shall continue throughout the term of this Agreement
and thereafter indefinitely.
6. Covenant Not to Compete. Xxxxxx agrees not to engage in any
business activity which competes with or is likely to compete with the business
of the Company in the states in which the Company conducts its business
operations during the term of this Agreement and for a period of three (3) years
following the termination of this Agreement. For the purposes hereof, engaging
in a business activity shall include engaging in a business as an employee,
partner, officer, director, consultant, or owner of an equity interest in a
business, whether it is a proprietorship, corporation, partnership, limited
liability company or similar entity.
7. Governing Law. This Agreement shall be governed by and interpreted
by the laws of the State of North Carolina.
8. Entire Agreement. This instrument contains the entire agreement of
the parties with respect to the subject matter hereof and all previous
agreements and discussions relating to the same or similar subject matter are
merged herein. This Agreement may not be changed, amended, modified, terminated
or waived except by a writing signed by both parties hereto. Neither this
Agreement nor the provisions of this Section may be changed, amended, modified,
terminated or waived as a result of any failure to enforce any provision or the
waiver of any specific breach or breaches thereof or any course of conduct of
the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year set forth opposite each respective name.
COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ Xxxxxx X. Xxxxxx, Xx. 5/15/2000
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Name: (Date)
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Title:
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/s/ Xxxx X. Xxxxxx 5-17-2000
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Xxxx X. Xxxxxx (Date)
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