Exhibit 10.36
SPLIT-DOLLAR TERMINATION
AGREEMENT
This SPLIT-DOLLAR 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 Jan M. Harrison,
Trustee under the Irrevocable Trust Agreement of J. Frank Harrison,
III, dated January 19, 1990 (the “Trustee” and together
with the Corporation, the “Parties”).
Statement of
Purpose
The Corporation and Trustee are
parties to that certain Split-Dollar Agreement dated March 2, 1990
(the “Split-Dollar Agreement”), relating to insurance
policies insuring the life of J. Frank Harrison, III, specifically
policies 7-715-353 and 7-715-361 issued by Massachusetts Mutual
Life Insurance Co. (each a “Policy”). The Corporation
and Trustee are also parties to that certain Assignment of
Split-Dollar Policy as Collateral by Trustee in favor of the
Corporation dated March 2, 1990 (the “Collateral
Assignment”). The Corporation and Trustee now desire to
terminate the Split-Dollar Agreement and the Collateral Assignment,
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
. The Corporation shall be repaid its Policy Interest (as defined
in the Split-Dollar Agreement) in each Policy as of the Effective
Date, at which time the Split-Dollar Agreement and the Collateral
Assignment shall be deemed terminated and all obligations of the
Parties thereunder extinguished. The Parties shall execute and
deliver all necessary documents and take all such other actions as
the other party may request to effect the transactions contemplated
herein.
2. Mutual Release . Each
Party for itself and its heirs, beneficiaries, legal
representatives, successors and assigns, as applicable (the
“Releasing Party”), does hereby release, acquit and
forever discharge the other Party and its heirs, beneficiaries,
legal representatives, officers, directors, agents, successors and
assigns, as applicable (the “Released Party”), from any
and all claims, demands, actions, causes of action, suits,
liabilities and disputes of any nature whatsoever, at law, in
equity, or otherwise that the Releasing Party ever had, now has or
hereafter may have against the Released Party arising out of the
Split-Dollar Agreement and the Collateral Assignment, except that
this provision shall not relieve either Party of any of its
obligations under this Agreement. With respect to this release,
Trustee represents to the Corporation that Trustee is aware,
understands and agrees that (i) Trustee voluntarily entered into
this Agreement, (ii) Trustee had and has the right to consult with
an attorney regarding this Agreement before signing it, and (iii)
Trustee has carefully read this Agreement and fully understands
each and every term herein.
4. Miscellaneous .
(a) Each of the Parties hereto
agrees to execute and deliver such other documents or agreements
and to take such other action as may be reasonably necessary or
desirable for the implementation of this Agreement and the
consummation of the transactions contemplated hereby.
(b) This Agreement shall be binding
upon and shall inure to the benefit of the Parties and their
respective legal representatives, heirs, successors and
assigns.
(c) This Agreement shall be governed
by and construed in accordance with the laws of the State of North
Carolina, without regard to the conflicts of laws provisions
thereof.
(d) Headings in this Agreement are
provided for purposes of convenience only and shall not affect the
interpretation of the terms hereof.
(e) This Agreement may not be
amended, altered, modified or terminated
