Exhibit 10.9
COCA-COLA ENTERPRISES
INC.
CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT (the
“Agreement”), dated this 9th day of February, 2009,
between Coca-Cola Enterprises Inc. (the “Company”) and
Vicki R. Palmer (“Ms. Palmer”).
WHEREAS, the Company desires to
engage Ms. Palmer to provide consulting services following the
termination of her employment with the Company; and
WHEREAS, Ms. Palmer desires to
provide such consulting services to the Company.
NOW, THEREFORE, for valuable
consideration, the sufficiency of which is hereby acknowledged, the
parties do hereby agree as follows:
1. Term of Consulting
Arrangement. Ms. Palmer shall provide consulting services
from April 1, 2009 through March 31, 2012 (the
“Term”).
2. Consulting Services.
Ms. Palmer shall provide consulting services to the Company,
as requested by the Chief Executive Officer (CEO) of the Company,
or another senior officer designated by the CEO from time to time.
Such services may include, but shall not be limited to, providing
advice and support on matters relating to the Company’s
corporate responsibility and sustainability initiatives; public
affairs and community outreach initiatives; and the recruitment,
development, and retention of a talented and diverse workforce
(collectively, the “Services”).
3. Consulting Fees and Expense
Reimbursements.
(a) During the Term
of this Agreement, the Company shall pay Ms. Palmer consulting
fees of $550,000 for each 12-month period, which fees shall be paid
in equal monthly payments on the 30 th of each month, commencing on
April 30, 2009.
(b) The Company shall reimburse
Ms. Palmer for all reasonable and necessary travel and other
expenses she incurs in the performance of the Services, provided
that all such expenses in excess of $1,000 have been agreed to in
advance by the CEO or other senior officer of the Company.
Ms. Palmer agrees to deliver an invoice to the Company for
such expenses no later than thirty (30) days after the end of
each calendar quarter in which the expenses were incurred, and the
Company shall make the reimbursement payment to Ms. Palmer
within thirty (30) days following its receipt of the
invoice.
4. Nature of Consulting
Relationship .
(a) The Company and Ms. Palmer
agree that Ms. Palmer shall act as an independent contractor
in the performance of the Services. Ms. Palmer may establish
her own work schedule and the location where she performs the
Services, consistent with the type of Services requested. The
Company shall provide such administrative support as
Ms. Palmer may request from
time to time, and, if the Services requested by the Company require
office or conference room accommodations, the Company shall make
appropriate arrangements. The Company shall not, however, be
obligated to provide Ms. Palmer with an office or
administrative support on an ongoing basis.
(b) Ms. Palmer agrees to
perform the Services in a manner consistent with advancing the
business and interests of the Company. Ms. Palmer further
agrees that, during the Term of the Agreement, she will not
disparage the Company or make negative comments regarding the
Company, its officers or management, and she will notify the
Company within two business days if, in the course of performing
her duties, she becomes aware of any circumstances, information, or
potential claims or allegations involving the Company’s
business, employees or former employees. In recognition of
Ms. Palmer’s agreements under this subsection, the
Company agrees to direct its officers and members of management to
refrain from disparaging or making negative comments regarding
Ms. Palmer.
(c) Ms. Palmer shall have the
right to devote her time and efforts to pursue other business,
professional and community service activities and endeavors, and,
in recognition of Ms. Palmer’s intent to pursue such
other endeavors, the Company agrees that it will not require
Services in excess of 1,000 hours in any twelve-month period.
Notwithstanding the foregoing, Ms. Palmer agrees that she will
not, during the term of this Agreement, become employed by, or
provide consulting services to, any entity that is a “Direct
Competitor” of the Company. For purposes of this Agreement, a
“Direct Competitor” is limited to any business or
operations owned or operated by PepsiCo,
