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EXHIBIT (c)(3)
TERMINATION AGREEMENT
Termination Agreement, dated as of February 28, 1997 (the
"Agreement"), by and between Seven-Up/RC Bottling Company of Southern
California, Inc., a Delaware corporation (the "Company"), and Xxxx Xxxxxxxx
(the "Executive").
WHEREAS, the Company and Executive are parties to a Management
Agreement, dated as of February 10, 1997 (the "Management Agreement");
WHEREAS, Xx Xxxxxx Bottling Company of Texas, a Texas
corporation ("Parent"), and DPB Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Parent ("Subsidiary"), and the Company propose to
enter into an Agreement and Plan of Merger, to be dated as of February 28, 1997
(as the same may be amended from time to time, the "Merger Agreement"),
pursuant to which Parent will acquire the Company pursuant to a tender offer
(the "Tender Offer") followed by a merger of Subsidiary with and into the
Company, resulting in the Company becoming a wholly-owned subsidiary of Parent;
WHEREAS, Parent and Subsidiary will not enter into the Merger
Agreement unless the Company and the Executive enter into this Agreement; and
WHEREAS, the Executive and the Company wish to induce Parent
and Subsidiary to enter into the Merger Agreement and, accordingly, desire to
enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements herein contained, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Termination of Management Agreement. Effective
immediately prior to the purchase of shares of common stock in the Tender Offer
by Subsidiary, the Management Agreement shall be terminated and shall cease to
be of any further force or effect.
2. Continuing Effect. Except as expressly provided
herein, the Management Agreement, and all rights and obligations of the
Executive and the Company thereunder, shall remain in full force and effect.
This Agreement shall not, except as expressly provided herein, be deemed to be
a consent to any waiver or modification of any terms or provisions of the
Management Agreement.
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3. Governing Law. This Agreement shall be governed by
the construed in accordance with the laws of the State of California, without
giving effect to the principles of conflicts of law thereof.
4. Counterparts. This Agreement may be executed in two
or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when two or more counterparts have been
signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
5. Amendment, Supplement and Waiver. This Agreement may
not be amended or supplemented, nor may any rights or obligations hereunder be
waived, except in writing and then only with the prior written consent of
Parent, who shall be a third party beneficiary of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the date first above written.
EXECUTIVE:
/s/ XXXX XXXXXXXX
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Xxxx Xxxxxxxx
COMPANY:
SEVEN-UP/RC BOTTLING CO. OF
SOUTHERN CALIFORNIA, INC.
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
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Title: President
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Joined in as of the 28th day
of February, 1997, for the purposes
set forth in Section 5 above:
XX XXXXXX BOTTLING OF TEXAS
By: /s/ XXX X. XXXXXX
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Name: Xxx X. Xxxxxx
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Title: President
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