Exhibit 10.18
COCA-COLA BOTTLING CO.
CONSOLIDATED
DIRECTOR DEFERRAL
PLAN
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1.
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Name and
Effective Date:
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This plan shall be known as the
“Coca-Cola Bottling Co. Consolidated Director Deferral
Plan” (the “Plan”). The Plan shall be effective
as of January 1, 1998.
Coca-Cola Bottling Co. Consolidated
(the “Company”) establishes this Plan effective January
1, 1998 for the purpose of providing the nonemployee members of its
Board of Directors with the opportunity to defer payment of the
director fees payable with respect to a year in accordance with the
terms and provisions set forth herein. It is the intent of the
Company that amounts deferred under the Plan by a director shall
not be taxable to the director for income tax purposes until the
time actually received by the director. The provisions of the Plan
shall be construed and interpreted to effectuate such
intent.
For purposes of the Plan, the
following terms shall have the following meanings:
(a) “Account” means the
account established and maintained on the books of the Company to
record a Participant’s interest under the Plan attributable
to amounts credited to the Participant pursuant to paragraph 5(c)
below, as adjusted from time to time pursuant to the terms of the
Plan.
(b) “Beneficiary” means
the person(s) or entity(ies) designated by the Participant to
receive the Participant’s benefits under the Plan in the
event of the Participant’s death. Designation of a
Participant’s Beneficiary shall be made on such forms and
pursuant to such procedures as determined by the Plan Administrator
from time to time. If a Participant fails to designate a
Beneficiary or if the designated Beneficiary fails to survive the
Participant, then the Beneficiary shall be the Participant’s
surviving spouse, and if there is no surviving spouse, then the
Participant’s estate.
(c) “Claim” means a
claim for benefits under the Plan.
(d) “Claimant” means a
person making a Claim.
(e) “Compensation
Committee” means the committee of individuals who are serving
from time to time as the members of the Compensation Committee of
the Board of Directors of the Company.
(f) “Fees” means both
(i) the annual retainer fee and (ii) any meetings fees payable to a
Nonemployee Director under the Company’s compensation
policies for directors in effect from time to time.
(g) “Nonemployee
Director” means an individual who is a member of the Board of
Directors of the Company, but who is not an employee of the
Company.
(h) “Participant” means
a Nonemployee Director who has elected to participate in the Plan
as provided in paragraph 5(b) below.
(i) “Plan Administrator”
means the person or entity designated by the Compensation Committee
as the Plan Administrator for purposes of the Plan.
(j) “Plan Year” means
the twelve (12) month period beginning January 1 and ending
December 31.
(k) “Single Sum Value”
of the Account of a Participant who is receiving annual
installments pursuant to paragraph 5(h) means the single sum
present value of the installments determined as of the relevant
determination date using for such purpose as the discount rate the
same rate that was used in calculating the amount of the
installments pursuant to paragraph 5(g) below.
The Plan Administrator shall be
responsible for administering the Plan. The Plan Administrator
shall have all of the powers necessary to enable it to properly
carry out its duties under the Plan. Not in limitation of the
foregoing, the Plan Administrator shall have the power to construe
and interpret the Plan and to determine all questions that shall
arise thereunder. The Plan Administrator shall have such other and
further specified duties, powers, authority and discretion as are
elsewhere in the Plan either expressly or by necessary implication
conferred upon it. The Plan Administrator may appoint such agents
as it may deem necessary for the effective performance of its
duties, and may delegate to such agents such powers and duties as
the Plan Administrator may deem expedient or appropriate that are
not inconsistent with the intent of the Plan. The decision of the
Plan Administrator upon all matters within its scope of authority
shall be final and conclusive on all persons, except to the extent
otherwise provided by law.
(a) Eligibility . Each
Nonemployee Director shall be eligible to participate in the
Plan.
(b) Elections to Defer . A
Nonemployee Director may become a Participant in the Plan by
irrevocably electing, on a form provided by the Plan Administrator,
to defer the Fees payable for a Plan Year to the Nonemployee
Director. In order to be effective, a Nonemployee Director’s
election to defer must be executed and returned to the Plan
Administrator on or before the date
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specified by the Plan Administrator for such
purpose. Such election must normally be made prior to the beginning
of the Plan Year to which the election relates. However, the Plan
Administrator, in its sole and exclusive discretion, may determine
that in certain circumstances an election may be made during a Plan
Year if such determination is not inconsistent with the intent of
the Plan expressed in paragraph 2 above.
(c) Establishment of Accounts
. The Company shall establish and maintain on its books an Account
for each Participant. Each Account shall be designated by the name
of the Participant for whom established. The amount of Fees
deferred by a Participant shall be credited to the
Participant’s Account as of the date such Fees would have
otherwise been paid to the Participant.
(d) Periodic Account Adjustments
for Deemed Investments .
(i) Deemed Investment . The
Plan Administrator shall from time to time designate one or more
investment vehicle(s) in which the Accounts of Participants shall
be deemed to be invested. The investment vehicle(s) may be
designated by reference to the investments available under other
plans sponsored by the Company. Each Participant shall designate
the investment vehicle(s) in which his or her Account shall be
deemed to be invested according to the procedures developed by the
Plan Administrator. The Company shall be under no obligation to
acquire or invest in any of the deemed investment vehicle(s) under
this subparagraph, and any acquisition of or investment in a deemed
investment vehicle by the Company shall be made in the name of the
Company and shall remain the sole property of the
Company.
(ii) Periodic Account
Adjustments . Each Account shall be adjusted from time to time
at such intervals as determined by the Plan Administrator. The
amount of the adjustment shall equal the amount that each
Participant’s Account would have earned (or lost) for the
period since the last adjustment had the Account actually been
invested in the deemed investment vehicle(s) designated by the
Participant for such period pursuant to paragraph
5(d)(i).
(e) Methods of Payment
.
(i) Termination Prior to Age
65 . If a Participant terminates service with the Company as a
member of the Board of Directors of the Company prior to having
attained age 65, then the Participant’s Account shall be paid
in a single cash payment in accordance with paragraph 5(f)
below.
(ii) Termination At and After Age
65 . If a Participant terminates service with the Company as a
member of the Board of Directors of the Company after having
attained age 65, then the Participant’s Account shall be paid
in either a single cash payment (in accordance with paragraph 5(f)
below) or ten (10) annual installments (in accordance with
paragraph 5(g) below) pursuant to the Participant’s election.
Such election shall be irrevocable and shall be made at the time
the Participant first elects to defer Fees under the
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Plan (or at such other time as
determined by the Plan Administrator not inconsistent
with
