Exhibit 10.34
SPLIT-DOLLAR AND DEFERRED
COMPENSATION TERMINATION AGREEMENT
THIS SPLIT-DOLLAR AND DEFERRED
COMPENSATION TERMINATION AGREEMENT (the “Agreement”) is
made and entered into as of the 5th day of December, 2003, and
shall be effective as of the 27th day of December, 2003 (the
“Effective Date”), by and between COCA-COLA BOTTLING
CO. CONSOLIDATED, a Delaware corporation (the
“Corporation”), and
(the “Executive” and together with the Corporation, the
“Parties”).
Statement of
Purpose
The Corporation and Executive are
parties to one or more Split-Dollar Life Insurance Agreements (each
a “Split-Dollar Agreement”), relating to the insurance
policy(ies) listed on Schedule A attached hereto
insuring the life of Executive (each a “Policy”), one
or more Assignments of Life Insurance Policy as Collateral by
Executive in favor of the Corporation (each a “Collateral
Assignment”), and a Deferred Compensation Agreement (the
“Deferred Compensation Agreement”), each of which is
more particularly described on Schedule A attached
hereto. The Corporation and Executive now desire to terminate the
Split-Dollar Agreement, the Collateral Assignment, and the Deferred
Compensation Agreement and that Executive assign the Policy to the
Corporation, all in accordance with the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of
the mutual promises and agreements set forth herein and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby expressly acknowledged, the Parties hereby agree
as follows:
1. Termination of Agreements;
Assignment of Policy . Each Split-Dollar Agreement, each
Collateral Assignment and the Deferred Compensation Agreement are
hereby terminated and all obligations of the Parties thereunder are
hereby extinguished, notwithstanding any provisions to the contrary
contained therein effective as of the Effective Date. Executive
shall transfer and assign ownership of each Policy to the
Corporation effective as of the Effective Date and shall execute
and deliver such assignments and other documents and take all such
other actions as the Corporation may request to effect such
transfer. The Parties agree that the termination of the foregoing
agreements and the assignment of each Policy shall occur
contemporaneously.
2. Payment of Excess Cash
Surrender Value . By the Effective Date, the Corporation shall
determine the cash surrender value of the Policy and the
Corporation’s Interest (as defined in each Split-Dollar
Agreement) in each Policy as of the Effective Date. If the cash
surrender value of a Policy exceeds the Corporation’s
Interest in such Policy, then promptly following such determination
the Corporation shall pay to Executive the amount of such excess
and make a tax gross-up payment on behalf of Executive, which such
tax gross-up amount shall be determined by the Corporation in its
sole discretion.
