EXHIBIT 10.2
COCA-COLA ENTERPRISES INC.
SEPARATION AGREEMENT
THIS AGREEMENT (the "Agreement"), by and between COCA-COLA
ENTERPRISES INC., a Delaware corporation (the "Company"), and Xxxxxxx X.
Xxxxxxxx ("Xx. Xxxxxxxx").
WHEREAS, Xx. Xxxxxxxx has given notice of his resignation from
the Company, and the Company desires to provide Xx. Xxxxxxxx with separation
benefits to recognize the value he has provided to the Company during his many
years of service to the Company.
NOW, THEREFORE, for valuable consideration, the sufficiency of
which is hereby acknowledged, the parties do hereby agree as follows:
1. TERMINATION DATE. Xx. Xxxxxxxx agrees that his employment
with the Company will terminate, by resignation, on August 16, 2004
("Termination Date").
2. SEPARATION PAY. The Company agrees that after the execution
of, and the revocation period related to, this Agreement it will voluntarily pay
Xx. Xxxxxxxx $34,500 each month through January 31, 2006. All payments under
this Agreement shall be made through the Company's payroll and shall be subject
to tax withholding applicable to wages.
3. PAYMENTS IN LIEU OF EXECUTIVE MANANGEMENT INCENTIVE PLAN.
The Company will pay Xx. Xxxxxxxx amounts equal to the bonuses, if any, to which
he would have been entitled under the Executive Management Incentive Plan (the
"MIP") for calendar years 2004, 2005, and 2006. The amount of each such payment
will be determined as if Xx. Xxxxxxxx had remained a Senior Vice President of
the Company having an annual salary of $414,000. Specifically, during first
quarter of 2005, 2006 and 2007, the Company will make such payments to Xx.
Xxxxxxxx for the 2004, 2005 and 2006 calendar years, respectively.
4. REIMBURSEMENT FOR CERTAIN EXPENSES. Xx. Xxxxxxxx shall be
entitled to receive reimbursements for his tax and financial planning expenses
and club dues during the period for which he is receiving payments under this
Agreement. Such expenses shall be reimbursed by the Company upon the
presentation of invoices, receipts or other evidence reasonably acceptable to
the Company.
5. EMPLOYEE BENEFITS PLANS. Xx. Xxxxxxxx'x participation in
the Company's employee benefits plans for active employees shall cease on the
later of the effective date of this Agreement or on the date provided under the
terms of such plan, except as otherwise provided in this Paragraph, as follows:
a. Xx. Xxxxxxxx shall be eligible for benefits under the
retirement plan or plans in which he participated in
accordance with the terms of such plans. In
accordance with the terms of the Coca-Cola
Enterprises Employees' Pension Plan and Executive
Pension Plan, Xx. Xxxxxxxx shall receive benefit
service credit for each month in which he receives
payments under Paragraph 2 of this Agreement.
Further, the Company shall accept the noncompetition
provision in Paragraph 9 of this Agreement in
satisfaction of the noncompetition agreement
requirement of the Executive Pension Plan.
b. As of the effective date of this Agreement, Xx.
Xxxxxxxx and his eligible dependents shall be
eligible to participate in the Coca-Cola Enterprises
Executive Retiree Medical Plan, which participation
shall continue until the earlier of Xx. Xxxxxxxx'x
reaching age 65 or his becoming eligible for coverage
under another employer's group health coverage. The
Company shall cover the cost of any taxes associated
with the provision of benefits under this Plan.
6. STOCK GRANT PROGRAMS. As of the effective date of this
Agreement the Company shall modify the terms of Xx. Xxxxxxxx'x equity awards, as
follows:
a. One-hundred percent (100%) of Xx. Xxxxxxxx'x unvested
stock option grants shall become fully vested and his
stock options granted in January 1997, January 1998,
January 1999, December 1999, January 2001, February
2002, February 2003 and February 2004 shall remain
exercisable until their respective expiration dates.
b. Xx. Xxxxxxxx'x restricted stock awards shall become
fully vested at the later of one month following
the date on which this Agreement is effective or the
date on which the performance requirements of any
such award have been satisfied.
7. RESERVATION OF RIGHTS. Notwithstanding any other provision
of this Agreement, the Company reserves the unilateral right at any time to
modify or terminate any benefit plan, bonus program, stock option plan, or
fringe benefit program under which Xx. Xxxxxxxx participates or may participate
(so long as such modification or termination affects the plans' or programs'
participants or potential participants generally and not just Xx. Xxxxxxxx),
and, in the event of such action, the amount of Xx. Xxxxxxxx'x benefits, awards,
or grants under such plans or programs shall be determined according to the
terms of such plans or programs as modified or terminated and not the terms of
this Agreement.
8. GENERAL RELEASE. In consideration for the above separation
pay, Xx. Xxxxxxxx agrees to release the Company and each of its directors,
officers, employees, agents, subsidiaries and affiliates from any and all
charges, complaints, claims, liabilities, obligations, actions, causes of
action, suits, demands, costs, losses, damages and expenses, of any nature
whatsoever, known or unknown, including, but in no way limited to, any claim
under Title VII of the Civil Rights Act of 1964; The Americans With Disabilities
Act (ADA); The Age Discrimination in Employment Act (ADEA); The Fair Labor
Standards Act (FLSA); The Family and Medical Leave Act (FMLA); and The Employee
Retirement Income Security Act of 1974, as amended (ERISA); arising out of his
employment relationship or the termination of his employment relationship, which
Xx. Xxxxxxxx now has, owns or holds, or claims to have, own or hold, or which he
at any time heretofore had, owned or held, or claimed to have, own or hold
against the Company.
9. NO COMPETITION. Xx. Xxxxxxxx agrees that for a period of
two years following the effective date of this Agreement, Xx. Xxxxxxxx shall
not, directly or indirectly engage in, participate in or have any interest as a
partner, joint venturer, proprietor, employee, officer, director, agent,
security holder, creditor or in any other capacity, or be otherwise associated
with or have any other direct or indirect financial interest in or in connection
with the business or operations of PepsiCo, Inc., The Pepsi Bottling Group,
Inc., Cadbury Schweppes plc, or any other bottler of carbonated soft drinks
(including any business, firm, person, partnership, corporation related to such
company) having operations within the territories in which the Company and its
subsidiaries conducted bottling operations at the effective date of this
Agreement. Provided, however, that nothing herein shall be deemed to prevent or
limit the right of Xx. Xxxxxxxx to own capital stock or debt securities of any
corporation, so long as the securities are publicly traded in the
over-the-counter market or on any securities exchange, and so long as Xx.
Xxxxxxxx does not acquire beneficial ownership (as determined under Rule 13d-3
of the Securities Exchange Act of 1934) of more than one percent of the issuer's
outstanding equity securities of any class. Xx. Xxxxxxxx agrees that this
covenant is reasonable with respect to its duration, geographical area and
scope.
10. OPPORTUNITY TO REVIEW. Xx. Xxxxxxxx represents and
acknowledges that he has been afforded the right and opportunity to consult with
an attorney prior to executing this Agreement, that he has twenty-one (21) days
within which to consider this Agreement, that he has seven (7) days following
its execution within which to revoke this Agreement, and that this Agreement,
and compensation or benefits hereunder, will not become effective until the
revocation period has expired. Xx. Xxxxxxxx further acknowledges that he has
carefully read and understands all of the provisions of this Agreement, and that
he is voluntarily entering into this Agreement. Xx. Xxxxxxxx further
acknowledges and confirms that the only consideration for his signing this
Agreement is the terms and conditions stated in this Agreement, that no other
promise or agreement of any kind, except those set forth in this Agreement, has
been made to him by any person to cause him to sign this document.
11. GOVERNING LAW. This Agreement is made and entered into in
the State of Georgia, and shall in all respects be interpreted, enforced and
governed under the laws of that State.
12. ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement between the parties hereto as to the termination of Xx. Xxxxxxxx'x
employment with the Company, and fully supersedes any and all prior agreements
or understandings between them pertaining to the termination of his employment
with the Company. It is agreed that this Agreement may be modified only by a
subsequent, written agreement, executed by both parties.
13. EFFECTIVE DATE. This Agreement shall become effective upon
the later of the date last signed below or, if applicable, the expiration of the
applicable revocation period.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the dates indicated below.
Date: July 29, 2004 /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
COCA-COLA ENTERPRISES INC.
Date: July 29, 2004 By: /s/ XXXXX X. XXXXX
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