EXHIBIT 10.5
AMENDMENT AGREEMENT
This agreement to amend the Management Incentive Agreements effective
January 1, 1994 (the "Agreements"), issued pursuant to the Southwest
Coca-Cola Bottling Company, Inc. Management Incentive Plan (the "Plan") is
entered by and among Southwest Coca-Cola Bottling Company, Inc. (the
"Company") and the undersigned employees of the Company who are parties to
the Agreements, to be effective when 8 such employees have signed this
agreement (referred to below as the "Amendment").
WHEREAS, The Coca-Cola Bottling Group (Southwest), Inc. (the "Parent"),
the corporate parent of the Company, desires to establish a Management
Incentive Plan ("Parent Plan") based on three-year cumulative cash flow for
the combined operations of the Company and Texas Bottling Group, Inc.;
WHEREAS, the Plan is based solely on the cash flow of the Company for a
five-year period which overlaps the time period to be covered by the Parent
Plan, and is therefore redundant;
WHEREAS, the Board of Directors of the Company believes that the Parent
Plan will be more advantageous for the Company because it will align the
efforts of the Parent, the Company and Texas Bottling Group, Inc. to improve
the financial performance of all three entities; and
WHEREAS, the Board of Directors of the Company has approved the revisions
to the Plan and the Agreements incorporated in this Amendment;
NOW, THEREFORE, in consideration of the foregoing, the payments to be
received under the Plan and for other good and valuable consideration, the
parties to this Amendment agree as follows:
A. Paragraph 1 of the Agreements is hereby amended to read as follows:
"1. PAYMENT OF BONUS. If Manager qualifies to receive the Incentive
Bonus, the Annual Component of the Incentive Bonus will be paid on June 13,
1997, one-half of the Three Year Component of the Incentive Bonus will be
paid on March 1, 1998 and the remaining one-half of the Three Year Component
of the Incentive Bonus will be paid on March 1, 1999."
B. Paragraph 2 of the Agreements is hereby amended to read as follows:
"2. ONE-TIME BONUS CONCEPT. The amount of the Annual Component of the
Incentive Bonus will be determined on June 1, 1997 by comparing the actual
annual cash flow of the Company in each year from January 1, 1994 through
December 31, 1996 to projected annual cash
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flow goals, and the Three Year Component of the Incentive Bonus will be
determined by comparing the total cash flow for such three year period with
the sum of the annual projected cash flow goals, according to the formula
described in Paragraph 4 below."
C. Paragraph 3 (a) of the Agreements is hereby amended by substituting
the year 1996 for 1997, and deleting the reference to the financial
statements for fiscal 1998.
D. Paragraph 3 (b)of the Agreements is hereby amended by substituting the
following chart of Cash Flow Targets:
YEAR CASH FLOW TARGET
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1994 $ 42,700,000
1995 44,835,000
1996 47,077,000
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Three Year Total $134,612,000
E. Paragraph 3(d) of the Agreements is hereby amended by substituting
"Three" for "Five" every place where "Five" appears in the paragraph.
F. Paragraphs 5, 6, and 7 of the Agreements are hereby amended by
substituting "on the payment date" for "February 1, 1999" in each place where
"February 1, 1999" appears in such paragraphs.
G. The parties agree that the above-stated amendments will be effective
as to all Agreements when 8 of the employees listed on the signature page of
this Amendment have executed this Amendment.
APPROVED AND ACCEPTED effective June 1, 1997.
SOUTHWEST COCA-COLA BOTTLING
COMPANY, INC.
By: /s/ XXXXXXX X. XXXXXXXXXX
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Its: President
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