EXHIBIT 10.2
COCA-COLA ENTERPRISES INC.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") effective April 26, 2002,
between Coca-Cola Enterprises Inc. (the "Company") and Summerfield X. Xxxxxxxx,
Xx. ("Xx. Xxxxxxxx").
WHEREAS, the Company entered into an Employment Agreement, dated April
17, 1998, with Xx. Xxxxxxxx in order to ensure a successful transition in the
management of the Company prior to and following Xx. Xxxxxxxx'x retirement,
which agreement also provided for Xx. Xxxxxxxx to provide Consulting Services to
the Company in order for it to benefit from his valuable experience and
expertise; and
WHEREAS, the Company and Xx. Xxxxxxxx desire to amend the prior
agreement to reflect changes to the terms and conditions related to the
Consulting Services provided by Xx. Xxxxxxxx.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties do hereby agree as
follows:
1. TERM OF CONSULTING SERVICES PERIOD. Xx. Xxxxxxxx'x "Consulting Services
Period," as this term is used through the Agreement, which began on June 1,
2001, shall continue for term ending January 1, 2004. Thereafter, the Consulting
Services Period may be extended each year for a term of one additional calendar
year, or as otherwise agreed upon by the parties, by written agreement. During
the Consulting Services Period, Xx. Xxxxxxxx agrees to provide Company with such
time and services as Company may reasonably request, with the time and effort
devoted to consulting services to be consistent with Xx. Xxxxxxxx'x non-full
time status and availability in view of his involvement in other non-Coca-Cola
business and activities; provided, such other business activities are consistent
with Section 11 of this Agreement. Specifically, Xx. Xxxxxxxx'x consulting
services shall include:
(a) Continuing service on the Company's Board of Directors
(subject to election by the Company's share owners); and
(b) Consulting with the Company on strategic planning,
maintaining and enhancing the Company's strategic alignment with The
Coca-Cola Company and the identification of acquisition opportunities
for the Company, and such other duties and responsibilities assigned to
him by the Company's Board of Directors from time to time.
2. POSITION AND TITLE DURING CONSULTING SERVICES PERIOD. During
the Consulting Services Period, Xx. Xxxxxxxx shall hold the title of Consultant
to Coca-Cola Enterprises Inc. and shall report to the Company's Board of
Directors.
3. COMPENSATION FOR DURING CONSULTING SERVICES PERIOD. The
Company shall pay Xx. Xxxxxxxx a consulting fee of $50,000 per month.
Compensation paid pursuant to this Section 3 shall be in addition to any fees
Xx. Xxxxxxxx earns for service on the Company's Board of Directors or on the
Board of Directors of other Coca-Cola bottling companies.
4. RETIREE BENEFITS DURING CONSULTING SERVICES PERIOD. During
the Consulting Services Period, Xx. Xxxxxxxx and his eligible dependents shall
be eligible to participate in the Company's Executive Retiree Medical Plan,
which plan shall provide the same medical benefits (and on the same basis) as
provided under the medical plan covering active nonunion employees of the
Company, as it may be amended from time to time. At the end of the Consulting
Services Period, Xx. Xxxxxxxx shall no longer be eligible to participate in the
Executive Retiree Medical Plan but shall be eligible to participate in the
Company's Retiree Medical Plan for which he would eligible if his employment
were terminated at that time. Xx. Xxxxxxxx shall be eligible to participate in
the Company's financial planning and tax benefit plans on the same basis as
other eligible employees.
5. SERVICE FOR STOCK AWARD VESTING PURPOSES. During the
Consulting Services Period, the Company shall treat Xx. Xxxxxxxx as an active
employee for purposes of crediting service in the determination of the vesting
of any stock awards Xx. Xxxxxxxx may hold during such period.
6. COMPANY AIRCRAFT. The parties recognize that other agreements
related to the leasing and management of aircraft owned by the Company and Xx.
Xxxxxxxx are in effect during the Consulting Services Period, which agreements
are not superceded or modified by this Agreement. For purposes of this
Agreement, the Company shall make its aircraft available to Xx. Xxxxxxxx during
the Consulting Services Period for his use in performing services pursuant to
this Agreement. Additionally, Xx. Xxxxxxxx shall be entitled to personal use of
the Company's aircraft during the Consulting Services Period, as follows:
(a) Thirty-five (35) hours personal use of the Company's
Challenger 604CE per year or the equivalent number of
hours on one of the Company's smaller aircraft at the
Net Jet exchange rate; and
(b) Two personal international round-trips per year.
7. INDEPENDENT CONTRACTOR. The Company and Xx. Xxxxxxxx agree
that Xx. Xxxxxxxx will act as an independent contractor in the performance of
his duties during the Consulting Services Period. Accordingly, Xx. Xxxxxxxx
shall be responsible for payment of all taxes including federal, state and local
taxes arising out of the provision of consulting services in accordance with
this Agreement.
8. PERSONNEL AND OFFICE ACCOMMODATIONS. During the Consulting
Services Period, the Company will provide Xx. Xxxxxxxx with an office and
secretary in its corporate offices in order to assist him in the performance of
his consulting services.
9. EXPENSES. The Company shall reimburse the Xx. Xxxxxxxx for all
expenses incurred by Xx. Xxxxxxxx in connection with the performance of his
duties hereunder, whether performed during the Employment Period or the
Consulting Services Period. All amounts to be reimbursed to the Xx. Xxxxxxxx
pursuant to this Section 9 shall be paid within ninety days (90) days following
the delivery of the expense invoice to the Company.
10. TERMINATION OF EMPLOYMENT AND CONSULTING AGREEMENT. This
Agreement shall terminate upon Xx. Xxxxxxxx'x death, disability or the existence
of circumstances constituting a termination for "cause," as hereinafter defined.
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In the event of such termination, the Company shall pay to Xx. Xxxxxxxx or his
estate all amounts owed and payable to him under this Agreement as of the date
of such termination. For purposes of this Section 10, "cause" shall mean Xx.
Xxxxxxxx'x willful failure or inability to carry out his duties and
responsibilities in any material respect, the commission of a felony or
commission of any willful or intentional act, unprofessional or unethical act
which has or would have, if such act becomes public knowledge, a substantial and
adverse effect on the business operations or reputation of the Company.
11. NON-COMPETITION; CONFIDENTIALITY. For a period of two years
from the end of the Consulting Services Period, Xx. Xxxxxxxx shall not, directly
or indirectly engage in, participate in or have any interest as a consultant,
partner, joint venture, proprietor, employee, officer, director, agent, security
holder, creditor or consultant, or in any other capacity, or have any other
direct or indirect financial interest in any business, firm, person,
partnership, corporation (other than the Company or The Coca-Cola Company)
engaged in any activity similar to or competitive with the business now engaged
in by the Company or The Coca-Cola Company, including, but not limited to,
manufacturing, producing or distributing liquid, nonalcoholic beverages in any
geographic area in which the Company or The Coca-Cola Company or any licensee of
The Coca-Cola Company has operations during or at the conclusion of the
Consulting Services Period; except nothing herein shall be deemed to prevent or
limit the right of Xx. Xxxxxxxx to own capital stock or other securities of any
corporation, the securities of which are publicly owned or regularly traded in
the over-the-counter market or on any securities exchange, provided that 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 securities of that class.
12. ENFORCEMENT.
(a) The parties recognize that the nature of the subject
matter of this Agreement, including Section 11, would make it
impracticable and extremely difficult to determine actual damages to
the Company in the event of a breach of this Agreement by Xx. Xxxxxxxx.
Accordingly, if Xx. Xxxxxxxx commits a breach or threatens to commit a
breach of any of the provisions of this Agreement, the Company shall
have the right and remedy to have the provisions of the Agreement
specifically enforced by any court having equity jurisdiction, it being
acknowledged and agreed that any such breach or threatened breach will
cause irreparable injury to the Company and that money damages will not
provide an adequate remedy to the Company. The rights of the Company to
equitable relief in the enforcement of this Agreement shall be in
addition to any and all other remedies available through an action in
law.
(b) If any of the covenants contained in Section 11, or
any part thereof, are held to be unenforceable because of the duration
of such provisions or the area covered thereby, the undersigned agree
that the court making such determination shall have the power to reduce
the duration and the area or both of any such provision and, in its
reduced form, said provision shall then be enforceable.
(c) Should any other portion of this Agreement be
declared invalid for any reason or to have ceased to have been binding
on the parties hereto, said provision shall be severed and all other
provisions shall continue to be effective and binding.
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(d) Notwithstanding anything herein to the contrary,
the Company shall not be relieved of any of its obligations hereunder
to Xx. Xxxxxxxx in the event of determination by any court, arbitrator,
or other governing authority that the covenants contained in Section 11
are unenforceable or to limit the enforceability of any such covenants.
13. BINDING EFFECT AND ASSIGNMENT. This Agreement benefits and
binds the Company and Xx. Xxxxxxxx and their respective heirs, executors,
administrators, personal representatives, successors and assigns.
Notwithstanding the foregoing, neither party shall be entitled to assign this
Agreement or rights hereunder without the prior written consent of the other
party; provided however, that at any time following commencement of the
Consulting Services Period Xx. Xxxxxxxx may assign his rights under this
Agreement to a corporation, partnership or limited liability company controlled
by Xx. Xxxxxxxx, subject to the condition that all services and other duties and
responsibilities shall be performed solely by Xx. Xxxxxxxx.
14. HEADINGS; DEFINITIONS. The headings of sections contained in
this Agreement are inserted only as a matter of convenience and for reference
and in no way define, limit, extend or describe the scope of this Agreement or
the intent of any provision hereof. The parties agree to all definitions in the
statement of parties to this Agreement and in the other introductory language to
this Agreement.
15. CONTROLLING LAW; AMENDMENT; WAIVER. This Agreement shall
be governed by the laws of the State of Georgia. This Agreement may not be
altered or amended except in writing signed by the parties. The failure of any
party hereto at any time to require performance of any provisions hereof shall
in no manner affect the right to subsequently enforce the same. No waiver by any
party hereto of any condition, or of the breach of any term, provisions,
warranty, representation, agreement or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances shall be deemed or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition or of the breach of any other term, provision,
warranty, representation, agreement or covenant herein contained.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding and agreement between the Company and Xx. Xxxxxxxx with respect to
the subject matter hereof and supersedes all prior negotiations, understandings
and agreements, whether written or oral, between the Company and Xx. Xxxxxxxx
with respect to the subject matter hereof.
SUMMERFIELD X. XXXXXXXX, XX. COCA-COLA ENTERPRISES INC.
S/ SUMMERFIELD X. XXXXXXX, XX. BY: S/ J. R. XXXXXX, JR.
TITLE: SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
4-26-02 APRIL 22, 2002
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DATE DATE
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