EXHIBIT 10.46
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT AND
STOCK OPTION AWARD AGREEMENT
First Amendment to Employment Agreement and Stock Option Award Agreement
("Agreement"), dated as of April 8, 2002, by and among PANAMERICAN BEVERAGES,
INC., a company organized under the laws of the Republic of Panama (together
with its successors and assigns, the "Company"), PANAMCO, L.L.C., a limited
liability company organized under the laws of the State of Delaware (together
with its successors and assigns, "Panamco") and XXXXX X. XXXX (the
"Executive").
W I T N E S S E T H :
WHEREAS, Executive's employment with the Company and Panamco commenced on
March 20, 2002;
WHEREAS, the parties desire to amend the Employment Agreement, dated
February 27, 2002, between the parties hereto ("Employment Agreement") to
reflect March 20, 2002 as the commencement date under the Employment
Agreement; and
WHEREAS, the parties desire to amend the Stock Option Award Agreement
(Exhibit B to the Employment Agreement) to reflect March 20, 2002 as the date
of grant of such option.
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Parties agree as follows:
1. Section 2 of the Employment Agreement is hereby amended to read as
follows:
The term of the Executive's employment hereunder (the "Term") shall
be for a period commencing on March 20, 2002 (the "Commencement
Date") and ending March 19, 2005, provided, however, that the Term
shall thereafter be automatically and indefinitely extended for
additional one-year periods unless either the Company or the
Executive gives the other written notice at least six (6) months
prior to the then-scheduled date of expiration of the Term that such
Party is electing not to so extend the Term. Notwithstanding the
foregoing, the Term may be earlier terminated in strict accordance
with the provisions of Section 11 below. Non-renewal shall not be
considered a termination for Cause.
2. The "Date of Grant" as set forth in Section 1 of the Stock Option
Award Agreement shall be March 20, 2002.
3. Except as specifically amended in Section 1 and 2 above, the
Employment Agreement and the Stock Option Award Agreement remain in full force
and effect.
4. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall be deemed to
be one and the same instrument. Signatures delivered by facsimile shall be
valid and binding for all purposes.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.
PANAMERICAN BEVERAGES, INC.
By:
/s/ Xxxxxxx X. Cooling
-----------------------------------
Xxxxxxx X. Cooling
Chairman and Chief Executive Officer
PANAMCO, L.L.C.
By:
/s/ Xxxxxxx X. Cooling
-----------------------------------
Xxxxxxx X. Cooling
Chief Executive Officer
The Executive
By:
/s/ Xxxxx X. Xxxx
-----------------------------------
Xxxxx X. Xxxx
