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.
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 state law. Notwithstanding the foregoing, nothing contained herein
shall prevent me from disclosing or otherwise utilizing any information (i)
in
any manner required by applicable law, judicial order or other governmental
mandate or investigation provided I shall advise the Company of any such
intended disposition or use and reasonably cooperate with the Company in
allowing the Company to seek and obtain from the recipient governmental or
judicial body any protective order or assurance of confidentiality regarding
such information or (ii) in fulfillment of my duties or obligations owed to
the
Company.
Return
of
Materials.
I
further
covenant and agree that I have or shall promptly deliver to the Company all
memoranda, notes, records, manuals or other documents, including all copies
of
such materials and all documentation prepared or produced in connection
therewith, containing Trade Secrets or Confidential Information regarding the
Company's business, whether made or compiled by me or furnished to me by virtue
of my employment with the Company. I shall promptly deliver to the Company
all
vehicles, computers, credit cards, telephones, handheld electronic devices,
office equipment, and other property furnished to me by virtue of my employment
with the Company.
No
Publicity.
Except
as
otherwise authorized or agreed to by the Chief Executive Officer of the Company
(the “CEO”), during the Nondisclosure Period, I will not publish any opinion,
fact, or material, deliver any lecture or address, participate in the making
of
any film, radio broadcast or television transmission, or communicate with any
representative of the media relating to confidential matters regarding the
business or affairs of the Company which I was involved with during my
employment; provided, that nothing contained herein shall prevent me from
undertaking any such activities otherwise prohibited hereunder with respect
to
presentations focusing on me and my personal experience or knowledge which
may
include ancillary and historical recitations of my past experiences with the
Company and which do not otherwise involve disclosure of matters or materials
which have not been previously or otherwise publicly released.
Non
Compete and Non Solicitation.
Definitions.
For
the
purposes of this Section, in addition to all other terms defined under this
Agreement, the following definitions apply:
(a) "Non
Solicitation Period" means the period beginning on the date I sign this
Agreement and ending on February 28, 2009.
(b) “Restricted
Activities” means the development or oversight of marketing, innovation,
operation or financial activities or strategies for Restricted Businesses.
(c) "Territory"
means any location in which the Company conducts business.
(d) “Restricted
Businesses” means 1) companies whose primary business is the manufacture, sale,
distribution and marketing of carbonated soft drinks, coffee, tea, milk, water,
juices or fruit-based beverages (“Non-alcoholic Beverages”) and 2) companies a
substantial portion of whose business activities includes the manufacture,
sale,
distribution and marketing of Non-alcoholic Beverages, but for whom such
business(es) may not be the company’s primary business (“Non-Beverage
Companies”).
(e) “Competing
Business Segment” means any subsidiary, division or unit of the business of a
company, other than a Prohibited Company, where such subsidiary, division or
unit manufactures, sells, distributes or markets Non-alcoholic Beverages.
(f) “Prohibited
Companies” shall mean each of (i) PepsiCo, Inc. or its subsidiaries or
affiliates including members of the Pepsi Bottling Group, (ii) Groupe Danone,
(iii) Nestle S.A., (iv) Cadbury Schweppes, plc, and (v) Cott Corporation, all
of
which aforenamed companies engage in the Restricted Business.
(g) “Release
Payment” shall mean an amount equal to the difference between (i) the total base
salary paid to me under the Company Severance Plan, whether in a lump sum or
in
a series of payments, for any period commencing or occurring from and after
March 1, 2007 (such amount being anticipated as totaling $1,261,260) less (ii)
any amounts charged or withheld from those payments (including all unemployment,
FICA or similar non income taxes) described under subclause (i) hereof other
than local, state or federal income taxes paid and credited to me or any other
deductions therefrom applied in satisfaction of obligations owed or benefits
received by me.
Non
Compete.
I
hereby
covenant with the Company that I will not, within the Territory prior to
February 28, 2009, without the prior written consent of the CEO, engage in
any
Restricted Activities for or on behalf of (including in a consulting capacity)
any one or more of the Prohibited Companies (those activities in which I am
so
prohibited from engaging under this sentence being herein referred to as the
“Absolute Activities”). Subject to the exceptions and conditions hereinafter
specified, I hereby further covenant with the Company that I will not, within
the Territory prior to February 28, 2008, without the prior written consent
of
the CEO, engage in any Restricted Activities for or on behalf of (including
in a
consulting capacity) any Restricted Business other than the Prohibited Companies
(those activities from which I am prohibited from engaging under this sentence
being herein referred to as the “Conditional Activities”). Notwithstanding the
foregoing, in all events it is agreed that I shall not be prohibited hereunder
and shall remain entitled to perform either (i) services for Non-Beverage
Companies (other than the Prohibited Companies) that have a Competing Business
Segment, provided I do not perform services for such Competing Business Segment,
and provided further that I notify the CEO of the nature of any such services
being rendered to any Non-Beverage Companies in writing within a reasonable
time
prior to beginning performance of such services, (ii) services for any companies
or other entities which do not engage in the Restricted Business within the
Territory, (iii) Absolute Activities from and after March 1, 2009, or (iv)
Conditional Activities from and after March 1, 2008.
Non
Solicitation of Employees.
I
hereby
covenant and agree that I will not, within the Territory and during the Non
Solicitation Period, without the prior written consent of the CEO, solicit
or
attempt to solicit for employment for or on behalf of any corporation,
partnership, venture or other business entity any person who, on the last day
of
my employment with the Company or within six months prior to that date, was
employed by the Company as a manager or executive and with whom I had
professional interaction during the last twelve months of my employment with
the
Company (whether or not such person would commit a breach of
contract).
Non
Solicitation of Customers.
I
hereby
covenant and agree that I will not, within the Territory and during the Non
Solicitation Period, without the prior written consent of the CEO, solicit
or attempt to solicit, directly or indirectly, any business comprising or
related to the manufacture, sale, distribution and marketing of Non-alcoholic
Beverages for any Prohibited Company from any of the Company’s customers,
including actively sought prospective customers, with whom I had professional
interaction during my employment with the Company (those activities from which
I
am prohibited from engaging under this sentence being herein referred to as
the
“Absolute Solicitations”). Subject to the exceptions and conditions hereinafter
specified, I hereby further covenant and agree that I will not, within the
Territory, on or prior to February 28, 2008, without the prior written consent
of the CEO, solicit
or attempt to solicit, directly or indirectly, any business comprising or
related to the manufacture, sale, distribution and marketing of Non-alcoholic
Beverages for any Competing Business Segment of the Restricted Businesses from
any of the Company’s customers, including actively sought prospective customers,
with whom I had professional interaction during my employment with the Company
(those activities from which I am prohibited from engaging under this sentence
being herein referred to as the “Conditional Solicitations”). Notwithstanding
the foregoing, in all events it is agreed that I shall not be prohibited
hereunder and shall remain entitled to undertake either (i) solicitations for
any companies or other entities which do not engage in the Restricted Business
within the Territory, (ii) Absolute Solicitations from and after March 1, 2009,
or (iii) Conditional Solicitations from and after March 1, 2008.
Release.
Notwithstanding
the foregoing, it is agreed that in the event I shall desire to engage in any
Conditional Activities and/or Conditional Solicitations otherwise prohibited
hereunder prior to March 1, 2008, then prior to my commencing performance of
such Conditional Activities and/or Conditional Solicitations, I shall notify
the
CEO of such intention seeking the Company’s consent to my undertaking of same
which consent the CEO shall cause the Company to consider in good faith and
within its reasonable discretion. Upon receipt of such request, the CEO shall
promptly, but in all events within ten business days, notify me in writing
of
the Company’s granting of its consent to my undertaking of such Conditional
Activities and/or Conditional Solicitations or the Company’s decision to refuse
its granting of such consent. In the event the Company refuses to consent to
my
undertaking of any such Conditional Activities and/or Conditional Solicitations
hereunder, I may, at my sole election and upon paying to the Company the Release
Payment, be entitled to fully undertake any Conditional Activities and/or
Conditional Solicitations without same being subject to any further restriction
or prohibition hereunder, except as otherwise limited by applicable law. Upon
my
remittance of the Release Payment to the Company hereunder, the Company shall
accept same as full, complete and exclusive liquidated damages and shall have
no
rights or entitlements to enforce or seek enforcement of my covenant and
agreement not to engage in any Conditional Activities or Conditional
Solicitations hereunder and shall not have and hereby waive, release and
relinquish any and all claims, assertion or damages the Company may have by
reason or in connection with my undertaking of any Conditional Activities and/or
Conditional Solicitations. Notwithstanding the foregoing, it is understood
and
agreed that the Company does not hereby waive, but rather the Company shall
have
retained the right to enforce all other provisions of this Agreement, including
but not limited to my agreement not to engage in any Absolute Activities or
Absolute Solicitations hereunder and my obligations not to disclose Trade
Secrets and Confidential Information and that my release from the prohibition
against my undertaking of any Conditional Activities and Conditional
Solicitations hereunder shall not relieve me from my covenant and agreement
not
to engage in any Absolute Activities or Absolute Solicitations hereunder or
my
obligations not to disclose Trade Secrets or Confidential Information pursuant
to this Agreement or applicable law.
Reasonable
and Necessary Restrictions.
I
acknowledge that during the course of my employment with the Company I have
received or will receive and had or will have access to Confidential Information
and Trade Secrets of the Company, including but not limited to confidential
and
secret business and marketing plans, strategies, and studies, detailed
client/customer/bottler lists and information relating to the operations and
business requirements of those clients/customers/bottlers and, accordingly,
I am
willing to enter into the covenants contained in this Agreement in order to
provide the Company with what I consider to be reasonable protection for its
interests.
I
acknowledge that the restrictions, prohibitions and other provisions hereof,
are
reasonable, fair and equitable in scope, terms and duration, and are necessary
to protect the legitimate business interests of the Company.
Subject
to my being released from the prohibition against my undertaking of Conditional
Activities and Conditional Solicitations upon my remittance of the Release
Payment as contemplated hereunder, I acknowledge and agree that in the event
I
breach, or threaten in any way to breach, or it is inevitable that I will
breach, any of the provisions of this Agreement, damages shall be an inadequate
remedy and the Company shall be entitled, without bond, to injunctive or other
equitable relief in addition to all other rights otherwise available to the
Company at law or in equity.
Indemnification.
Nothing
in this Agreement shall affect any rights I may have under Article VII of the
Company’s by-laws in effect as of the date of this Agreement.
Non-Disparagement.
I
agree
that I will not make any statement, written or verbal, in any forum or media,
or
take any action in disparagement of the Company, including but not limited
to
negative references to the Company or its products, services, corporate
policies, or current or former officers or employees, customers, suppliers,
or
business partners or associates. The Company agrees that neither it nor any
of
its executives or senior management level employees will make any statement,
written or verbal, in any forum or media, or take any action in disparagement
of
me, including but not limited to negative references to me or my levels of
competency or aptitudes.
Complete
Agreement.
This
Agreement together with the Separation Letter is the complete understanding
between me and the Company in respect of the subject matter of this Agreement
and supersedes all prior agreements relating to the same subject matter. I
have
not relied upon any representations, promises or agreements of any kind except
those set forth herein and in the Separation Letter in signing this
Agreement.
Severability.
In
the
event that any provision of this Agreement should be held to be invalid or
unenforceable, each and all of the other provisions of this Agreement shall
remain in full force and effect. If any provision of this Agreement is found
to
be invalid or unenforceable, such provision shall be modified as necessary
to
permit this Agreement to be upheld and enforced to the maximum extent permitted
by law.
Governing
Law.
Except
to
the extent preempted by Federal Law, this Agreement is to be governed and
enforced under the laws of the State of Georgia (except to the extent that
Georgia conflicts of law rules would call for the application of the law of
another jurisdiction) and any and all disputes arising under this Agreement
are
to be resolved exclusively by courts sitting in Georgia. I hereby consent to
the
jurisdiction of such courts.
Successors
and Assigns.
This
Agreement inures to the benefit of the Company and its successors and assigns
and to the benefit of my heirs, executors, administrators, to the extent not
precluded by the Company’s benefit or compensation plans.
Amendment/Waiver.
No
amendment, modification or discharge of this Agreement shall be valid or binding
unless set forth in writing and duly executed by each of the parties hereto.
Acknowledgment.
Each
of
the undersigned have carefully read this Agreement, fully understand each of
its
terms and conditions, and intend to abide by this Agreement in every respect.
As
such, each of the undersigned individually or through its duly authorized
officers knowingly and voluntarily signs this Agreement under her or its
respective hand and seal as her or its respective legally binding and
enforceable obligation.
/s/
Mary Minnick
Mary
Minnick
Date:
February 28, 2007
THE
COCA-COLA COMPANY
By:
/s/ Geoffrey J. Kelly____________
Title:
Vice President and General Counsel
Date:
February 28, 2007