Termination of Irrevocable Proxy and Voting Agreement among The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc., J. Frank Harrison, III, and Reid M. Henson

Summary

This agreement, effective February 19, 2009, ends both an irrevocable proxy and a voting agreement previously in place among The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc., J. Frank Harrison, III, and Reid M. Henson (as trustee). The parties agree to terminate all rights and obligations under the proxy and voting agreement related to the voting of shares in Coca-Cola Bottling Co. Consolidated. This termination releases all parties from any further duties or rights under the prior arrangements.

EX-10.2 3 g17735exv10w2.htm EX-10.2 EX-10.2

Exhibit 10.2

TERMINATION
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