AGREEMENT FOR CONSULTATION AND SERVICES
This Agreement is made to be effective the 1st day of January, 1997, by and
between J. Xxxxx Xxxxxxxx, Xx. (hereinafter "Xxxxxxxx") and Coca-Cola Bottling
Co. Consolidated (hereinafter the "Company").
WHEREAS, Xxxxxxxx has served as an officer of the Company for over twenty
(20) years, including having held the positions of Chief Executive Officer,
Vice-Chairman of the Board of Directors (hereinafter the "Board") and Chairman
of the Board since 1977;
WHEREAS, during the period that Xxxxxxxx served the Company, it grew from a
small bottler of soft drinks to a very large publicly held bottler of soft
drinks with sales of over $750 million;
WHEREAS, the Board believes that presently the Company has superior
management, a very efficient manufacturing and distribution operation, an
outstanding sales organization and a good relationship with The Coca-Cola
Company and its other franchisers;
WHEREAS, Xxxxxxxx has expressed his intention to resign as Chairman of the
Board, and the Board desires to ensure that Xxxxxxxx will continue to serve as a
Director of the Company, Chairman of the Executive and Finance Committees, a
member of the Compensation Committee and as a consultant to the Company
participating fully in various major strategic decisions of management and in
matters relating to The Coca-Cola Company and its relations with the Company;
WHEREAS, the Board believes that it is in the best interest of the Company
to generally reward him for his past services to the Company and insure that he
will continue to take an active role in the Company's business affairs,
including his continued availability to assist in maintaining a good
relationship with The Coca-Cola Company; and
WHEREAS, Xxxxxxxx is willing to provide such continued services and
benefits to the Company 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
1. Duties. Xxxxxxxx agrees to serve as a director of the Company, Chairman of
the Executive and Finance Committees, member of the Compensation Committee, and
in any other capacity that the Board shall request of him including the
participation in special projects of the Company. Xxxxxxxx agrees to be
available to consult with and assist the management of the Company concerning
the general oversight and guidance of the Company and all major decisions and
projects of the Company, and to provide the Company with the benefit of his
experience and knowledge concerning all such matters. Also Xxxxxxxx agrees to
use his good relationship with The Coca-Cola Company in order to assist and
promote the best interests of the Company and its shareholders. Xxxxxxxx agrees
to provide the Company with his full time and business resources 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.
2. Compensation And Assistance. As compensation for the services to be rendered
by Xxxxxxxx pursuant hereto and in order to provide him with the necessary
administrative and other support needed to perform such services, the Company
agrees to pay or furnish to Xxxxxxxx, as applicable, the following:
(a) A retirement benefit payment of $500,000 annually, such
amount to be paid in equal monthly installments;
(b) A payment of $200,000 annually as consideration for future
services to be rendered as described herein, such amount to be
paid in equal monthly installments;
(c) Medical and hospital expense coverage comparable to such
benefits as may from time to time be furnished to the
principal executive officers of the Company;
(d) Life Insurance in an amount and pursuant to the same terms
and conditions as have been previously furnished to Xxxxxxxx
prior to his resignation as Chairman;
(e) Office facilities, office staff, and related services and
expenses in accordance with the past practice of the Company,
and transportation by Company owned and/or operated aircraft,
in accordance with the previous resolutions of the Board
requiring him to at all times use Company aircraft for travel
rather than commercial aircraft, where it is practical to do
so.
2
3. Honorary Title. Xxxxxxxx is hereby designated honorary Chairman Emeritus of
the Board.
4. Term. This Agreement shall be for a term of one (l) year from the date
hereof, and shall be self renewing for additional terms of one (l) year each
successively thereafter unless (a) the Board having initially approved of this
Agreement shall thereafter at a meeting called specifically for such purpose
elect to terminate the Agreement, or (b) Xxxxxxxx shall elect to terminate the
Agreement, in which event the party electing to terminate the Agreement shall
serve a notice upon the other party informing such party of the election to
terminate this Agreement, which notice in order to be effective at the end of
the then present term must be served sixty (60) days or more prior to the end of
such term of the Agreement.
5. Early Termination. This Agreement shall terminate automatically, without any
requirement of notice, upon the following events:
(a) The death of Xxxxxxxx; or
(b) A determination made in good faith by the Board that
Xxxxxxxx has willfully failed to perform or is unable to
perform due to medical infirmity the services assigned to him
by the Board pursuant hereto.
6. Change Of Control. In the event of a change of control of the Company, the
requirement to compensate Xxxxxxxx pursuant to Section 2.(a) hereof shall
continue thereafter for the remainder of his lifetime. For purposes of this
Agreement, change of control shall mean that Xxxxxxxx and his issue, including
any trusts or other legal entities established for their benefit and the benefit
of their issue, shall be entitled to vote shares of capital stock of the Company
at any meeting of shareholders held for the election of directors of the Company
less than fifty-one percent (51%) of all the votes entitled to vote at such
meeting.
7. Confidentiality of Company Information. Xxxxxxxx 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 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
3
shall continue throughout the term and any extended term of this Agreement
and thereafter indefinitely.
8. Covenant Not To Compete. Xxxxxxxx agrees not to engage in any business
activity which competes with or is likely to compete with the business of
the Company in its operations as currently conducted during the initial
term of this Agreement, any extended terms thereafter, and for a period of
three (3) years following the end of the final term 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.
9. Governing Law. This Agreement shall be governed by and interpreted by
the laws of the State of Tennessee.
10. Entire Agreement. This instrument contains the entire agreement of the
parties with respect to the subject matter hereof; all previous agreements
and discussions relating to the same or similar subject matter being 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/ Xxxxx X. Xxxxx, Xx. 1/6/97
Xxxxx X. Xxxxx, Xx. (Date)
President and COO
/s/ J. Xxxxx Xxxxxxxx, Xx.
J. Xxxxx Xxxxxxxx, Xx. (Date)
4
