TERMINATION OF IRREVOCABLE PROXY AND VOTING AGREEMENT
EX-10.2 3 g17735exv10w2.htm EX-10.2 EX-10.2
Exhibit 10.2
TERMINATION
OF
IRREVOCABLE PROXY AND
VOTING AGREEMENT
OF
IRREVOCABLE PROXY AND
VOTING AGREEMENT
WHEREAS, The Coca-Cola Company granted an irrevocable proxy dated January 29, 1989 to J. Frank Harrison, III to exercise its voting rights with respect to any and all Common Stock and Class B Common Stock of Coca-Cola Bottling Co. Consolidated as may be owned by The Coca-Cola Company; and
WHEREAS, The Coca-Cola Company, J. Frank Harrison, III, J. Frank Harrison, Jr. and Reid M. Henson, in his capacity as co-trustee of three trusts for the benefit of certain relatives of the Harrisons, entered into that certain Voting Agreement dated January 27, 1989; and
WHEREAS, on December 22, 1997, The Coca-Cola Company transferred all of its shares in Coca-Cola Bottling Co. Consolidated to Carolina Coca-Cola Bottling Investments, Inc.; and
WHEREAS, in connection therewith, Carolina Coca-Cola Bottling Investments, Inc. agreed to be bound by and comply with the terms and conditions of such Voting Agreement; and
WHEREAS, The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc., J. Frank Harrison, III and Reid M. Henson each desire to terminate such irrevocable proxy and such Voting Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, (i) the irrevocable proxy granted by The Coca-Cola Company to J. Frank Harrison, III and (ii) the Voting Agreement dated January 27, 1989, are hereby terminated in all respects effective as of February 19, 2009.
The Coca-Cola Company | Carolina Coca-Cola Bottling Investments, Inc. | |||||
By: | /s/ Harry L. Anderson | By: | /s/ Harry L. Anderson | |||
Name: | Harry L. Anderson | Name: | Harry L. Anderson | |||
Title: | Vice President and Controller | Title: | Vice President and Chief Financial Officer | |||
/s/ J. Frank Harrison, III | /s/ Reid M. Henson | |||||
J. Frank Harrison, III | Reid M. Henson, Trustee |