EXHIBIT 10.3
XXXX-XXXXXX XXXXX
00, xxxxxx xx Xxxxxxxxxxxxx
0000 Xxxxxxx
Xxxxxx, Xxxxxxxxxxx
October 31, 2002
Xx. Xxxxxx X. Xxxxxxx
Executive Vice President - Marketing
Coca-Cola Enterprises, Inc.
X.X. Xxx 000000
Xxxxxxx, XX 00000-0000 X.X.X.
Dear Xx. Xxxxxxx:
This letter agreement ("Agreement") will set forth the understanding between
Coca-Cola Enterprises Inc. ("Coca-Cola") and Xxxx-Xxxxxx Xxxxx ("Killy") with
respect to Killy's provision of certain consulting services to Coca-Cola
pursuant to the terms set forth below and in the attached Terms and Conditions.
That understanding is set forth in the following paragraphs:
1) Consulting Services. Upon the request of Coca-Cola and
provided that Coca-Cola is in compliance with the payment
provisions of paragraph 2, Killy will provide the following
services to Coca-Cola (with the understanding that no services
shall be provided by Killy hereunder in the United States
under any circumstances):
a. Provide Coca-Cola with such general information as
shall be available to Killy with respect to the
business conditions surrounding the beverage industry
in countries designated by Coca-Cola in Europe
(excepting the Swiss Confederation), Latin America,
and South East Asia;
b. Provide Coca-Cola with Killy's independent
assessments and judgments of existing and developing
political, social, and economic conditions
surrounding the beverage business in countries
referred, to under paragraph la. above;
C. Assist in the organization of strategies and programs
relating to the beverage business including, without
limitation, the establishment of appropriate contacts
to assist Coca-Cola in developing and achieving its
business objectives;
d. Participate in discussions with designated
representatives of Coca-Cola or of its affiliates for
the purpose of reviewing the information and views
provided by Killy hereunder, and
e. Visit various countries and meet with such people as
shall be reasonably designated by Coca-Cola or of its
affiliates (subject always to Killy's schedule and
any legal restrictions or sanctions) and provide
Coca-Cola with appropriate reports with respect
thereto.
2) Remuneration. In consideration for the services to be rendered
by Killy hereunder, Coca-Cola shall pay Killy an annual fee of
US$200,000, less the Board of Director's Fee (if any) paid to,
and actually received by, Killy in such year. The annual fee
shall be paid in quarterly installments in advance on the last
day of February, May, August and November of each calendar
year, with the exception of the first two (2) quarterly
installments (due February 29, 2000 and May 31, 2000) which
shall be payable upon execution of this Agreement. All
payments shall be made via wire transfer to an account to be
designated by Killy to Coca-Cola. Late payments shall bear
interest calculated at the rate of ten percent (10%) per annum
from the date when such payment was due to the actual date of
payment. Additionally, upon presentation of proper receipts
and expense reports, Coca-Cola shall reimburse Killy for all
expenses reasonably incurred by Killy in the course of
services requested or previously authorized by Coca-Cola.
Killy will be authorized to travel and be reimbursed at the
same level as Key Officers of Coca-Cola.
3) Term. This Agreement, commencing on January 1, 2000, shall be
coterminous with Killy's service as a member of Coca-Cola's
Board of Directors, unless terminated earlier.
4) Additional Terms. The parties agree that this Agreement is
further subject to the provisions of the attached Terms and
Conditions.
5) Amendment and Restatement. This Agreement amends and restates
in its entirety, with effect from January 1, 2000, the prior
agreement between the parties with respect to its subject
matter.
If you concur with the terms of this letter Agreement, please sign both
copies and return one to me. Please feel free to call me should you
have any questions.
Sincerely yours, Accepted and Agreed:
S/ XXXX-XXXXXX XXXXX COCA-COLA ENTERPRISES, INC.
--------------------
Xxxx-Xxxxxx Xxxxx
Attachment By: S/ XXXXXX X. XXXXXXX
---------------------------
Name: XXXXXX X. XXXXXXX
Title: Executive Vice President
Dated: 11/4/02
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TERMS & CONDITIONS
1) Killy shall treat as confidential any and all information given to
Killy by Coca-Cola in connection with his services hereunder except
information which is in the public domain or if disclosure is required
by law.
2) Killy shall act as an independent contractor in the performance of his
services hereunder. This Agreement does not constitute and shall not be
construed as constituting a partnership or joint venture between
Coca-Cola and Killy.
3) The rights of Coca-Cola to the services of Killy as described hereunder
cannot be transferred or assigned to another party or entity.
4) Coca-Cola understands and agrees that no endorsement rights are granted
hereunder and, accordingly, that it will make no use, at any time, of
Killy's name, voice, likeness, image or other identification which
would constitute or amount to an endorsement of Coca-Cola or its
products or services, including Coca Cola's' affiliated or associated
companies and their products or services.
5) Coca-Cola will, to the maximum extent permitted by law, (a) indemnify
and hold harmless Killy and (b) release Killy from any and all
judgments, interest on such judgments, fines, penalties, charges,
costs, amounts paid in settlement, reasonable attorneys' fees and other
reasonable expenses of every nature suffered or incurred by Killy, in
connection with any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court
or governmental, administrative or other regulatory agency, body or
commission, whether pending or threatened, whether or not Killy is or
may be a party thereto, including interest on the foregoing, which,
arise out of, relate to or are in connection with any services which
Killy provides to Coca-Cola during the term of this Agreement in
accordance with the provisions hereof, except those claims solely
arising from Killy's gross or willful negligent or intentional actions
or failure to act. Further, Coca-Cola agrees to add Killy as an insured
under Coca-Cola's Directors and Officers liability insurance policy and
will provide Killy with a certificate of insurance issued by the
insurance carrier naming Killy as an insured party and requiring that
the insurer shall not terminate or materially modify such insurance
without written notice to Killy at least twenty (20) days in advance
thereof.
6) If a dispute arises out of this Agreement that cannot be resolved first
through good faith negotiation, then either party may refer such matter
to arbitration in Switzerland for resolution before a single arbitrator
in accordance with the arbitration rules of Switzerland then in effect
as modified herein. Such arbitration shall be confidential and
conducted in the English language. The award or decision rendered by
the arbitrator (including an allocation of the costs of arbitration)
shall be final, binding and conclusive and judgment may be entered upon
such award by any court. In no event shall Killy be liable for any
punitive, consequential, exemplary or special damages.
7) It is acknowledged that Killy shall not be barred from providing
services as a consultant to third parties except insofar as any third
party is a direct competitor of Coca-Cola engaged in the beverage
business as its main line of business. The parties further agree that
Killy shall not provide services as a consultant to The Coca-Cola
Company or any of its bottlers without the prior consent of Coca-Cola.
8) Killy shall not be liable to Coca-Cola for any delays, damages or
failure to act occasioned or caused by an event of force majeure, or
act of God, or any similar contingency beyond his control.
9) If either party at any time during the period of this Agreement shall
fail to (a) pay any monies due or (b) observe or perform any of the
covenants, agreements, or obligations hereunder (other than the payment
of money), the non-defaulting party may terminate this Agreement as
follows: as to (a) if such payment is not made within ten (10) days
after the defaulting party shall have received written notice of such
failure to make payment, or as to (b) if such default is not cured
within thirty (30) days after the defaulting party shall have received
written notice
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specifying such default. Failure to terminate this Agreement pursuant
to this paragraph shall not effect or constitute a waiver of any
remedies the non-defaulting party would have been entitled to demand in
the absence of this paragraph, whether by way of damages, termination
or otherwise. Termination of this Agreement for whatever reason shall
be without prejudice to the rights and liabilities of either party to
the other in respect of any matter arising under this Agreement.
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