EMPLOYMENT CONTRACT (Translation from French language original)
Exhibit
99.1
(Translation
from French language original)
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By
and between the undersigned:
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Refreshment
Services, S.A.S.,
a corporation organized in France, with its corporate seat at 00
xxx
Xxxxxxx Xxxxxxxxxx, 00000 Issy les Moulineaux Cedex 9, n° SIRET
483 091 211 00019 (herein referred to as “the Company”), represented
by Xxxx Xxxxxx, President,
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party
of the first part
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AND:
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Xxx.
Xxxxxxxxx Xxxxxxxx,
born on [XXXXXXX] in Lyon, France, French citizen, registered with
the
French social security institutions under the n° [XXXXXX] (hereinafter
referred to as “Xxx. Xxxxxxxx”),
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party
of the second part
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It
has been agreed as follows:
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Article
1. Hiring
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1.1
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Xxx.
Xxxxxxxx has been hired as President, European Union Group territory,
with
executive status. She shall report to the President of the Company.
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1.2
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Xxx.
Xxxxxxxx’x duties shall include, but not be limited to:
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Leadership
and supervision of the Coca-Cola group’s business in the European Union
Group territory.
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Oversight
of the operating divisions within the European Union Group
territory.
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Leadership
and supervision of the marketing and advertising of products sold
within
the European Union Group territory.
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Coordination
and oversight of financial affairs and reporting of the Coca-Cola
entities
operating within the European Union.
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Leadership
and supervision of the Company's relationships with customers in
the
European Union.
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Strategic
planning, local research and development and innovation, and public
affairs and communication in the European Union Group
territory.
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Advising
The Coca-Cola Company with respect to bottlers’ agreements, supply chain,
manufacturing, trade marketing and customer
partnerships.
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Representing
the Company and its affiliates on various boards and
associations.
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1
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1.3
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For
any issue not expressly resolved by this contract, Xxx. Xxxxxxxx
shall
benefit from the application of the legal, regulatory and contractual
provisions governing the Company. For information, the National Collective
Bargaining Agreement of Activities of the Production of Bottled Waters
and
Soft Drinks (hereinafter referred to as the National Collective Bargaining
Agreement) is applicable within the Company.
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Article
2. Duration of the Contract - Prior years of service
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2.1
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This
contract is entered into for an indefinite term, from May 1, 2005.
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2.2
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The
contract shall be final and without any conditional employment period
(or
probationary period).
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2.3
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The
length of service acquired by Xxx. Xxxxxxxx from 1 April, 1992 shall
be
considered in determining benefits provided under this contract,
except
for with respect to the complementary retirement scheme described
in
Article 11.
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Article
3. Working time
Given
the
importance of her responsibilities, which imply a great deal of independence
in
organizing her working time, as well as her autonomy and her level of
remuneration, Xxx. Xxxxxxxx comes under the category of "Executive level staff",
and as such, the provisions governing work time (Title I and preliminary
chapters, 1 and 2 of Title II, of Book II of the Labour Code) are not applicable
to her.
Article
4. Work Place
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4.1
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Xxx.
Xxxxxxxx shall be primarily based at 00, xxx Xxxxxxx Xxxxxxxxxx,
00000
Xxxx xxx Xxxxxxxxxx Xxxxx 0, Xxxxxx.
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4.2
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In
order to carry out her functions and perform her duties, Xxx. Xxxxxxxx
will be traveling regularly in the European Union territory and to
the
United States of America. In addition, Xxx. Xxxxxxxx may occasionally
be
required to travel to other international locations.
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Article
5. Remuneration
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5.1
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In
exchange for her work, Xxx. Xxxxxxxx shall receive gross annual
remuneration of 500,000 euros, paid in twelve installments of 41,666.67
euros each. The salary will be reviewed on an annual
basis.
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5.2
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In
connection with the appointment of Xxx. Xxxxxxxx, the Company shall
pay a
single sign-on bonus of $100,000 [€77,560]. The Company may require full
repayment of such bonus if Xxx. Xxxxxxxx leaves the Company of her
own
accord during the first two years after her appointment.
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2
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5.3
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Xxx.
Xxxxxxxx shall additionally receive an annual executive lump-sum
payment
of €5,000 in compensation for the non-application of the provisions
governing work time.
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5.4
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Xxx.
Xxxxxxxx shall have a Company vehicle and driver, in accordance with
the
Company’s policy.
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5.5
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For
information, the position of President, European Union Group is also
eligible to participate in:
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Ø
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An
annual incentive (Executive Performance Incentive Plan and the Executive
Incentive Plan, or its successor plans that provide for an annual
performance-based incentive). Such incentive shall be solely within
the
discretion of The Compensation Committee of the Board of Directors
of The
Coca-Cola Company and may vary based on the group’s and individual
performance.
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Ø
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Long-term
equity programs applicable for executives at the level of President,
European Union Group, including The Coca-Cola Company Stock Option
Plan
and the Addendum applying to options in France and may also include
Restricted Stock and/or Performance Share Unit Grants under The Coca-Cola
Company Restricted Stock Plan. Such equity grants are discretionary
and
are governed solely by the terms of the agreements applying to those
grants.
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Other
perquisites determined by applicable policies for an executive at
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level of President, European Union Group.
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Such
plans may be amended from time to time.
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5.6
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This
remuneration constitutes as a whole a lump-sum agreement, regardless
of
how much time she devotes to her duties, as well as all of the additional
activity she may come to perform.
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Article
6. Advance Notice and Termination Payments
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6.1
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Each
of the parties is entitled to terminate this contract under the conditions
set forth in the law, subject to providing, except for a serious or
gross misconduct, an advance notice period set at six (6) months
in the
case of resignation or termination of employment.
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6.2
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In
the event that the Company decides to terminate the contract of
employment, except for serious or gross misconduct, Xxx. Xxxxxxxx
shall be
paid an indemnity to compensate for the specific prejudice resulting
from
the termination of this employment contract. The total gross amount
will
be equal to twenty-four (24) months (not including the notice period)
of
all gross base salary and annual incentive, calculated as an average
over
the last 12 months prior to the notification of termination. It is
expressly agreed that this indemnity will not include the dismissal
indemnity ("légale ou conventionnelle") due for termination of the
employment contract of Xxx. Xxxxxxxx pursuant to the provisions of
the
National Collective Bargaining Agreement referenced in Article 1
subsection 3.
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3
This
indemnity is intended to repair the entire prejudice suffered by Xxx. Xxxxxxxx
due to the termination of her employment contract.
This
clause shall not alter the rights of both parties with regard to the stock
options, restricted shares and/or performance share units that may be granted
to
Xxx. Xxxxxxxx. Those items shall be governed solely by the separate provisions
set out at the time they are granted, and shall not be considered in determining
the indemnity amount.
Article
7. Paid Vacation
Xxx.
Xxxxxxxx shall benefit from paid vacations granted to the Company’s salaried
employees under the conditions defined by the National Collective Bargaining
Agreement. The period of these vacations is determined by an agreement between
the management and Xxx. Xxxxxxxx, taking into account the needs of the Company.
Article
8. Confidentiality Clause
Xxx.
Xxxxxxxx recognizes that her duties within our Company lead her to become aware
of, to develop, discover, acquire or collect for our Company information or
data
that our Company considers confidential (hereinafter “Confidential
Information”).
In
particular, without being limitative, Confidential Information is considered
to
be any information, data, conversation, correspondence, report, contract or
document, regardless of its form or medium and, in particular, paper,
electronic, video and audio:
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relating
to the activities of our Company or that of the other companies in
the
Coca-Cola group and, in particular, without being limitative, any
information relating to the marketing, advertising and/or promotional
activity of these companies,
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relating
to the activities of the customers, suppliers and partners of our
Company
and/or those of the other companies in the Coca-Cola group and, in
particular, without being limitative, any information relating to
the
marketing or industrial relations they maintain with the companies
of the
Coca-Cola group and/or relating to the contents of the negotiations
and
agreements by virtue whereof they cooperate with the companies of
the
Coca-Cola group,
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relating
to the professional and private lives of the executives and members
of the
personnel of our Company and of the other companies in the Coca-Cola
group
and, in particular, their personal or professional particulars, their
status in the Company, their remuneration, their family status, their
state of health, their nationality of origin, their personal choices,
in
particular, in matters of politics and religion,
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and
more generally any information that has been entrusted to her on
a
confidential basis, about which Xxx. Xxxxxxxx has been informed of
its
confidential nature or about which the confidential nature has been
defined by appropriate informational marking.
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4
In
general terms, Xxx. Xxxxxxxx agrees to maintain and/or to have maintained,
at
all times and in good faith, the strictly confidential or secret nature of
the
Confidential Information. In particular, Xxx. Xxxxxxxx agrees not to make any
copy of the Confidential Information without the consent of our Company, to
communicate said Confidential Information only to those of her colleagues and/or
subordinates for whom the knowledge of this Confidential Information proves
absolutely necessary for the performance of their duties in the Company and
not
to communicate any Confidential Information to any stranger to our Company
without the consent of our Company.
Xxx.
Xxxxxxxx agrees to use the Confidential Information only within the strict
framework of the performance of her duties within our Company.
Xxx.
Xxxxxxxx agrees to inform, as quickly as possible, the Company of any disclosure
of Confidential Information made without its consent and of which she is aware,
as well as to take any useful measure to limit the extent of this
disclosure.
In
the
event Confidential Information is disclosed without the consent of our Company,
Xxx. Xxxxxxxx agrees to observe the greatest discretion about this information
and, in particular, agrees not to confirm, clarify or comment on her information
without the consent of our Company.
Xxx.
Xxxxxxxx shall honor these obligations throughout the duration of her employment
with our Company and for five years following her termination of employment,
regardless of the cause. Upon her departure, Xxx. Xxxxxxxx agrees to return
to
our Company all Confidential Information in her possession and not to make
use
of Confidential Information for another employer or for her without our prior
express written consent.
Article
9. Non-competition clause
In
view
of her duties and of the information in her possession, Xxx.
Xxxxxxxx undertakes,
in the event of termination of the contract of employment, for any reason
whatsoever:
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not
to begin working for a Competing Company. "Competing Company” means 1) a
company whose primary business is the manufacture, sale, distribution
or
marketing of carbonated soft drinks, coffee, tea, milk, water, juices
or
fruit-based beverages (“Non-alcoholic Beverages”), and 2) a company whose
business includes the manufacture, sale, distribution or marketing
of
Non-alcoholic Beverages, but for whom such business(es) may not be
the
company’s primary business (“Non-Beverage Companies”). Notwithstanding the
foregoing, Xxx. Xxxxxxxx may perform services for Non-Beverage Companies
(other than PepsiCo, Nestle, Cadbury Schweppes plc, and their respective
subsidiaries and affiliates) that have a Competing Business Segment,
provided she does not perform services directly for such Competing
Business Segment, and provided she notifies the President of the
Company
of the nature of such service in writing within a reasonable time
prior to
beginning of such services. For purposes hereof, “Competing Business
Segment” means any subsidiary, division or unit of the business of a
company, where such subsidiary, division or unit manufactures, sells,
distributes or markets Non-alcoholic Beverages. “Competing company” also
includes any company directly engaging in and directly in competition
with
any other primary activity of the Company;
and
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not
to be involved directly or indirectly with any manufacturing, any
trade,
any distribution or marketing of non-alcoholic beverages or other
activity
that may directly compete with the Company and the
Group's manufacturing, trade, distribution or
marketing activities.
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This
ban
on competition shall apply for a period of six (6) months and shall be limited
to the following activities and departments: management or marketing
responsibilities for a Competing Company within the European Union. It shall
apply from the day on which Xxx. Xxxxxxxx actually leaves the
Company.
In
consideration for this obligation not to compete, Xxx. Xxxxxxxx shall receive,
from the actual cessation of her activity, a payment equal to six (6) months
of
gross base pay plus half (50%) of the annual incentive target amount,
in lieu of the payment provided for in the National Collective Bargaining
Agreement. The payment so calculated shall not be due in the event of a breach
by Xxx. Xxxxxxxx of the ban on competition, without prejudice to the damages
that may be claimed from her. The Company may release Xxx. Xxxxxxxx from the
non-competition clause or reduce the term of such, subject to notifying the
interested party within eight days following the notice of termination of the
contract of employment. The consideration shall not be due in the event Xxx.
Xxxxxxxx’x cessation of activity is due to incapacity, retirement, early
retirement or death.
Article
10. Information Obligation
Xxx.
Xxxxxxxx must declare to the Company immediately with supporting documents
any
change subsequent to her hiring occurring in her situation such that it is
the
result of the statements made or documents sent at the time of hiring. The
last
address given is the domicile chosen by the concerned party/parties and the
Company’s official notifications are validly made to this latter
domicile.
The
Company cannot be held liable for any disruptions that Xxx. Xxxxxxxx might
suffer in the event that the information provided by her is inaccurate, as
well
as in the event that she has not indicated any change in situation sufficiently
in advance.
Article
11. Complementary Health Insurance Scheme/Retirement Benefits/ Provident
Scheme
Upon
being hired, Xxx. Xxxxxxxx shall be covered by a provident and complementary
health insurance scheme with GRAS SAVOYE - Statement No. 24-93883 Noisy-le-Grand
Cedex, France. She shall also be covered by the executives’ retirement union,
Union de Retraite des Cadres - Institution AGIRC (“general association of
executives’ retirement institutions”) Xx. 0 - 00, xxx Xxxxx Xxxxxxxx - 00000
Xxxxxxxx-xxxx-Xxxx Cedex, France.
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As
a
bonus provision to attract Xxx. Xxxxxxxx to accept employment with the Company,
Xxx. Xxxxxxxx will be eligible to participate in a complementary retirement
scheme, retroactive to May 1, 2005, which the Company will put in place for
executive-level individuals of the Company. The details of this program will
be
provided to Xxx. Xxxxxxxx at a later date. While it is not the Company's current
intention to change the program, this may be modified at the Company’s
discretion should significant change occur in the economic, regulatory or tax
and legal environments of the Group or significant tax or legal changes
applicable to such complementary retirement schemes.
The
Company shall also provide business travel accident insurance.
Article
12. Miscellaneous
This
contract replaces and supersedes any prior agreement or undertaking whether
in
writing or verbal with Xxx. Xxxxxxxx regarding the duties which are the object
of the present contract.
This
contract is governed by the laws of France.
This
contract has been drawn up in three (3) copies, one of which must be returned
signed to the Company as quickly as possible, bearing the words “read and
approved.”
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REFRESHMENT
SERVICES, S.A.S.
By:
/s
Xxxx X. Xxxxxx
Xxxx
X. Xxxxxx, President
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Date:
Sept.ember 7, 2006
XXXXXXXXX
XXXXXXXX
/s/
Xxxxxxxxx Xxxxxxxx
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Date
Sept. 7, 2006
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