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EXHIBIT 99.2
FULL AND COMPLETE RELEASE
AND AGREEMENT ON COMPETITION,
TRADE SECRETS AND CONFIDENTIALITY
Executive Release .
I, Mary Minnick, in consideration of severance
benefit payments under The Coca-Cola Company Severance Pay Plan
(the "Company Severance Plan"), the payments and benefits described
in the attached letter dated February 28, 2007 (the "Separation
Letter"), and other good and valuable consideration, for myself and
my heirs, executors, administrators and assigns, do hereby
knowingly and voluntarily release and forever discharge The
Coca-Cola Company and its subsidiaries, affiliates, joint ventures,
joint venture partners, and benefit plans (collectively the "Company"), and their
respective current and former directors, officers, administrators,
trustees, employees, agents, and other representatives, from all
debts, claims, actions, causes of action (including without
limitation those under the Fair Labor Standards Act of 1938, as
amended, 29 U.S.C. § 201 et seq. ;
the Employee Retirement Income Security Act of 1974, as amended,
29 U.S.C. § 1001 et seq. ; the
Worker Adjustment and Retraining Notification Act of 1988,
29 U.S.C. § 2101 et seq. ; and
those federal, state, local, and foreign laws prohibiting
employment discrimination based on age, sex, race, color, national
origin, religion, disability, veteran or marital status, sexual
orientation, or any other protected trait or characteristic, or
retaliation for engaging in any protected activity, including
without limitation the Age Discrimination in Employment Act of
1967, 29 U.S.C. § 621 et seq. ,
as amended by the Older Workers Benefit Protection Act,
P.L. 101-433; the Equal Pay Act of 1963,
9 U.S.C.§ 206, et seq. ;
Title VII of The Civil Rights Act of 1964, as amended,
42 U.S.C. § 2000e et seq. ; the
Civil Rights Act of 1866, 42 U.S.C. § 1981; the
Civil Rights Act of 1991, 42 U.S.C. § 1981a; the Americans
with Disabilities Act, 42 U.S.C. § 12101
et seq. ; the Rehabilitation Act of 1973,
29 U.S.C. § 791 et seq. ; the
Family and Medical Leave Act of 1993, 28 U.S.C.
§§ 2601 and 2611 et seq. ; and
comparable state, local, and foreign causes of action, whether
statutory or common law), suits, dues, sums of money, accounts,
reckonings, covenants, contracts, claims for costs or attorneys'
fees, controversies, agreements, promises, and all liabilities of
any kind or nature whatsoever, at law, in equity, or otherwise,
KNOWN OR UNKNOWN, fixed or contingent, which I ever had, now have,
or may have, or which I, my heirs, executors, administrators or
assigns hereafter can, shall, or may have, from the beginning of
time through and including February 28, 2007 (the "Effective
Date"), including without limitation those arising out of or
related to my employment or separation from employment with the
Company. This Full and Complete Release and Agreement on
Competition, Trade Secrets and Confidentiality is sometimes herein
referred to as the "Agreement."
Notwithstanding the foregoing, it is understood and agreed that
I do not hereby waive, but rather I have retained and shall
continue to have all rights and entitlements to receive and the
Company shall remain obligated to fully perform and pay (or cause
to be performed or paid) (i) all amounts or payments owed to
me as contemplated under the Separation Letter, (ii) all of my
rights to seek and receive indemnification from the Company for and
with respect to all acts, errors or omissions committed by me in my
capacity as a shareholder, director, officer, employee, fiduciary,
agent or representative of the Company all in the manner provided
under the Company’s by-laws (as hereinafter contemplated) and
applicable law, and (iii) all of my accrued and vested benefits
(including pension or deferred compensation benefits) as determined
through and including the Effective Date under the Company’s
applicable and governing plans and programs including without
limitation all rights received or attributable to any coverage
extended me under any insurance policies maintained with or through
third parties.
I fully understand and agree that:
1. this Agreement is in exchange for
severance benefits under the Company Severance Plan, the payments
and benefits described in the Separation Letter, and other special
compensation to which I would otherwise not be entitled;
2. I am hereby advised to consult
with an attorney before signing this Agreement;
3. I have 21 days from my receipt of
this Agreement within
which to consider whether to sign it;
4. I have seven days following my
signature of this Agreement to revoke the Agreement; and
5. this Agreement shall not become
effective or enforceable until the revocation period of seven days
has expired.
If I choose to revoke this Agreement, I must do so by notifying
the Company in writing.
If there is any claim for loss of consortium, or
any other similar claim, arising out of or related to my employment
or separation of employment with the Company, I will indemnify and
hold the Company harmless from any liability, including costs and
expenses (as well as reasonable attorneys' fees) incurred by the
Company as a result of any such claim.
I additionally understand and agree that
this Agreement is not and shall not be construed to be an admission
of liability of any kind on the part of the Company or any of the
other persons or entities hereby released.
Company Release .
For and in consideration of my release of the
Company under the preceding provisions and my undertaking of all
covenants and agreements provided under this Agreement and other
good and valuable consideration, the Company (as defined herein)
does hereby knowingly and voluntarily release and forever discharge
me and my heirs, executors, administrators and assigns
(collectively the "Executive Released Parties"), from all debts,
claims, actions, causes of action, suits, dues, sums of money,
accounts, reckonings, covenants, contracts, claims for costs or
attorneys' fees, controversies, agreements, promises, and all
liabilities of any kind or nature whatsoever, at law, in equity, or
otherwise, KNOWN OR UNKNOWN, fixed or contingent, which the Company
ever had, now have, or may have, or which the Company hereafter
can, shall, or may have, from the beginning of time through and
including the Effective Date, including without limitation those
arising out of or related to my employment or my separation from
employment with the Company.
Notwithstanding the foregoing, it is understood and agreed that
the Company does not hereby waive, but rather the Company shall
have retained and continue to have all rights and entitlements to
enforce all of its rights and my obligations as against me as
provided or contemplated under and in accordance with the terms of
this Agreement or the Separation Letter.
It is further understood and agreed that this Agreement is not
and shall not be construed to be an admission of liability of any
kind on the part of any one or more of the Executive Released
Parties.
Future Cooperation .
I covenant and agree that I shall, to the extent
reasonably requested in writing, fully cooperate with the Company
in any investigation and/or threatened or pending litigation (now
or in the future) in which the Company is a party or by which the
Company is directly affected, and regarding matters which I, by
virtue of my employment with the Company, have knowledge or
information relevant to said litigation, including, but not limited
to (i) meeting with representatives of the Company to prepare for
testimony and to provide truthful information regarding my
knowledge, and (ii) providing, in any jurisdiction in which the
Company requests, truthful testimony relevant to said litigation;
provided that in all events the Company shall (a) reimburse me for
actual and reasonable expenses incurred in connection with such
cooperation including all travel, lodging and accommodations,
(b) remain and be exclusively responsible for all costs
incurred in undertaking such litigation including all
attorneys’ fees, court costs, and other expenses consistent
with the Company’s by-laws, and (c) notify me as promptly as
possible as to its need for my assistance and cooperate with me in
scheduling my participation so as to reasonably accommodate my
other personal and professional obligations and
commitments.
Trade Secrets and Confidential Information
.
I covenant and agree that I have held and shall
continue to hold in confidence all Trade Secrets of the Company
that came into my knowledge during my employment by the Company and
shall not disclose, publish or make use of at any time such Trade
Secrets for as long as the information remains a Trade Secret.
"Trade Secret" means any technical or non-technical data, formula,
pattern, compilation, program, device, method, technique, drawing,
process, financial data, financial plan, product plan, list of
actual or potential customers or suppliers or other information
similar to any of the foregoing, which (i) derives economic value,
actual or potential, from not being generally known to and not
being readily ascertainable by proper means by, other persons who
can derive economic value from its disclosure or use, and (ii) is
the subject of efforts that are reasonable under the circumstances
to maintain its secrecy.
I also covenant and agree that, for the period beginning on the
date I sign this Agreement and ending on February 28, 2009 (the
"Nondisclosure Period"), I will hold in confidence all Confidential
Information of the Company that came into my knowledge during my
employment by the Company and will not disclose, publish or make
use of such Confidential Information. "Confidential Information"
means any data or information, other than Trade Secrets, that is
valuable to the Company and not generally known to the public or to
competitors of the Company but shall not include either (i) any
information which is available from any public source other than by
means of my disclosure of such information to such source, or (ii)
any information generated by me in the course of my employment
which consists of contact information related to my personal or
professional affiliations consisting solely of names, addresses,
phone numbers and e-mail addresses.
2
The restrictions stated in this Agreement are in
addition to and not in lieu of protections afforded to trade
secrets and confidential information under applicable state law.
Nothing in this Agreement is intended to or shall be interpreted as
diminishing or otherwise limiting the Company’s right under
applicable st
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