exv10w23






Exhibit 10.23




AGREEMENT




     This AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of October, 2007,
by and between CBI Holdings Inc. and Lawrence Solomon (“Executive”).



WITNESSETH:




     WHEREAS, Executive is employed as an officer of CBI Holdings Inc. or its subsidiaries
(collectively “CBI”) and is devoting Executive’s ability, time, effort and energy to the affairs of
CBI; and



     WHEREAS, CBI considers the continuance of a sound and vital management to be essential to
protecting and enhancing the best interests of CBI and its shareholders; and



     WHEREAS, CBI desires to assure itself of retaining the services of Executive and to reward
Executive for Executive’s valuable, dedicated service to CBI;



     WHEREAS, CBI and Executive are parties to an employment agreement dated as of
May 8, 2007 (the “Prior Agreement”); and




     WHEREAS, the parties desire to amend and restate the Prior Agreement, generally effective as
of October 15, 2007.



     NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the
parties hereto covenant and agree as follows:



     1. DEFINITIONS.



     The following terms, as used herein, have the following meaning:




     (a) AIP. “AIP” shall mean the annual incentive plan in which Executive is
entitled to participate, as such plan is in effect from time to time. References herein to
Executive’s “Target AIP” shall mean Executive’s target annual bonus opportunity at such
time; provided, however, that if at such time Executive’s target annual bonus opportunity




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under the AIP has not yet been set for the then current year, the target annual bonus
opportunity in effect for Executive under the AIP for the immediately preceding year shall
be used as the Executive’s target annual bonus opportunity. If Executive has been promoted
to a band in CBI’s salary structure having a minimum higher target annual bonus opportunity
under the AIP, but has not yet had his/her target annual bonus opportunity increased to the
minimum target annual bonus opportunity applying to others at that band, such increased
target annual bonus opportunity nonetheless shall be used to calculate the Executive’s
Target AIP hereunder.





     (b) Cause. Termination for “Cause” shall mean termination by CBI of
Executive’s employment for Executive’s:




     (i) willful failure to substantially perform Executive’s duties with CBI;




     (ii) breach of Executive’s duty of loyalty toward CBI;




     (iii) commission of an act of dishonesty toward CBI, theft of CBI’s corporate
property, or usurpation of CBI’s corporate opportunities;




     (iv) unethical business conduct including any violation of law connected with
Executive’s employment at CBI; or




     (v) conviction of any felony involving dishonest or immoral conduct.




     For purposes of this Section 1(b), an act or failure to act by Executive shall be
considered “willful” only if Executive’s conduct was not in good faith and Executive lacked
a reasonable belief that Executive’s act or omission was in the best interests of CBI.



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     (c) Code. “Code” shall mean the United States Internal Revenue Code of 1986,
as amended.




     (d) Competitor. For purposes of this Agreement, “Competitor” means an
individual, partnership, firm, corporation or other business organization or entity that
materially competes with a significant business owned or operated by CBI, its parent
companies, or affiliates as of the Date of Termination, the names of which shall be made
available to Executive at the time of Executive’s separation from the CBI and upon
reasonable request. As of the date of this Agreement, the definition of a Competitor
includes, but is not limited to, the following businesses: The Coca-Cola Company, PepsiCo,
Inc., Nestlé S.A., Kraft Foods Inc., Hershey Foods Corporation, Ferrero SpA, Mars,
Incorporated, Groupe Danone S.A., and Wm. Wrigley Jr. Company. The list of companies set
out above or provided to Executive shall be deemed to include all direct and indirect
subsidiaries and divisions of these companies.




     (e) Date of Termination. “Date of Termination” shall mean the date Executive’s
employment with CBI is terminated.




     (f) Disability or Disabled. “Disability” or “Disabled” shall mean Executive’s
inability, because of incapacity due to physical or mental illness or injury and
notwithstanding reasonable accommodation, to perform the essential functions of Executive’s
position with CBI on a full-time basis for at least six consecutive months.




     (g) Equity Incentive Plans. “Equity Incentive Plans” shall mean any stock
option, stock purchase or other stock incentive plan maintained by CBI Holdings Inc. or any
parent or affiliated company.



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     (h) Good Reason. Termination for “Good Reason” shall mean a termination by
Executive of Executive’s employment with CBI for any of the following reasons:




     (i) CBI’s failure to perform any of its material obligations under this
Agreement;




     (ii) unless otherwise agreed or waived, notice of a proposed relocation by CBI
of Executive’s principal place of employment to a site outside a fifty (50) mile
radius of the current site of Executive’s principal place of employment; or




     (iii) the failure by a successor in interest to CBI to expressly assume CBI’s
obligations under this Agreement.



     A termination by Executive for Good Reason may not occur unless the Executive has given notice
to CBI within 90 days of Executive’s knowledge of the initial existence of a condition described in
clauses (i) through (iii) above, and CBI shall have a period of at least thirty (30) days (the
“Correction Period”) during which it may remedy the condition. If CBI remedies the condition
within the Correction Period, Executive may not terminate for that Good Reason event.



     A termination for “Good Reason” may occur only within thirty (30) days following the
expiration of the Correction Period.




     (i) Notice of Termination. “Notice of Termination” shall mean a notice that
(i) indicates the specific termination provisions in this Agreement relied upon, (ii) sets
forth in reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provisions so indicated, and (iii) is given
in conformity with the provisions of Section 12 of this Agreement.



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     (j) Qualified Pension Plan. “Qualified Pension Plan” shall mean each pension
plan adopted by CBI Holdings Inc., as such plan may be in effect from time to time, in which
Executive is eligible to participate and which is intended to be qualified under Section
401(a) of the Code.




     (k) Nonqualified Pension Plan. “Nonqualified Pension Plan” shall mean each
pension plan adopted by CBI Holdings Inc., as such plan may be in effect from time to time,
in which Executive is eligible to participate, but only to the extent such plan is designed
to provide benefits which would otherwise be provided in the Qualified Pension Plan but for
the limitations of the Code.




     (l) Pension Plans. “Pension Plans” shall mean, collectively, the Qualified
Pension Plans and the Nonqualified Pension Plans.




     (m) Without Cause. Termination “Without Cause” shall mean a termination by CBI
of Executive’s employment for any reason other than death, Disability, or Cause.



     2. TERM.



     The term of this Agreement shall commence on the date first set forth above, and shall
continue thereafter for a period of ten (10) years, at which time it shall expire unless sooner
terminated in accordance with the provisions of this Agreement or by mutual written agreement of
the parties on such terms and conditions as such written agreement may specify.



     3. POSITION AND DUTIES.




     (a) Executive shall serve in such executive capacity as CBI may determine from time to
time and with such authority, duties and responsibilities as are commensurate with such
position and as are typically performed by executives holding such position in business
organizations of a size and nature similar to that of CBI, and




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shall perform such other services for CBI and its affiliated companies as may be
assigned to Executive from time to time by the Board of Directors of CBI and as are
consistent with the position of an executive officer.




     (b) Executive shall devote substantially all of Executive’s business time and attention
to the business and affairs of CBI and shall perform the duties set forth herein faithfully
and diligently and to the best of Executive’s ability, experience and talents, acting solely
in the best interest of CBI and subject to the lawful direction of the Board of Directors of
CBI. Executive agrees to abide by all Bylaws, policies, practices, procedures and rules of
CBI. During the term of this Agreement, Executive agrees not to be employed by or perform
services for any other person, business or organization without the prior written consent of
the Board of Directors of CBI; provided, however, (1) that nothing in this Section 3(b)
shall prevent Executive from devoting a reasonable amount of time to charitable, municipal
or public service work or service on the boards of directors of other companies so long as
such work and service does not interfere with Executive’s employment pursuant to this
Agreement or otherwise violate any term or provision of this Agreement and (2) that service
on the board of directors of another company requires approval in writing in advance from
the Chairman and Chief Executive Officer of Cadbury Schweppes plc or its successor.



     4. COMPENSATION.



     As full compensation to Executive for the performance of the services hereunder and for
Executive’s acceptance of the responsibilities described herein, CBI agrees to pay Executive and
Executive agrees to accept the following salary and other benefits during the term of this
Agreement and any extension hereof.



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     (a) Base Salary. CBI shall pay Executive a base salary at an annualized rate
equal to Executive’s current base salary as of the date hereof or at such higher rate as the
Compensation Committee or Board of Directors of CBI may from time to time determine at their
sole discretion, payable in accordance with the standard payroll practices of CBI. The base
salary shall be subject to all applicable withholding and other taxes that Executive is
obligated to pay or that CBI may be required by law to withhold from time to time.




     (b) Compensation and Benefit Programs. Executive shall be entitled to
participate in all employee compensation and benefit plans, programs and practices of CBI or
CBI’s parents or affiliates now or hereafter made generally available to CBI’s senior
executives, as such programs may be in effect from time to time, including incentive
compensation, equity compensation, health, welfare and retirement arrangements.




     (c) Expenses. Executive shall be entitled to receive proper reimbursement by
CBI for all reasonable, out-of-pocket expenses incurred by Executive (in accordance with the
policies and procedures established by CBI for its senior executives) in performing services
under this Agreement, provided Executive submits reasonable documentation for such expenses.



     5. TERMINATION.



     Subject to the provisions of Section 6, employment pursuant to the terms of this Agreement
shall terminate upon the occurrence of any of the following events:




     (a) expiration of term;




     (b) written Notice of Termination by CBI;



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     (c) written Notice of Termination by Executive;




     (d) Executive’s death;




     (e) Executive’s Disability.



     6. COMPENSATION UPON TERMINATION OF EMPLOYMENT.



     The following will apply upon termination of employment pursuant to the terms of this
Agreement.




     (a) Termination Upon Expiration of Term. In the event this Agreement
expires at the end of the term hereof in accordance with Section 2 and Executive’s
employment is terminated by CBI on or after such expiration and termination, Executive shall
be entitled to receive the base salary, benefits and AIP owing to Executive as of the Date
of Termination, in accordance with the applicable terms and provisions of the employee
benefit plans, the AIP and CBI’s policies and practices. Executive’s rights under Equity
Incentive Plans and any other similar plans in which Executive is a participant shall be
governed by the terms and conditions of the Equity Incentive Plans and such other plans
(respectively), copies of which have been or will be made available to Executive. CBI shall
have no further obligations to Executive under this Agreement.




     (b) Termination for Cause or Not for Good Reason. If during the term of this
Agreement, Executive’s employment is terminated for Cause or if Executive effects
termination other than for Good Reason, CBI shall pay Executive his or her full salary
through the effective date of such termination at the rate in effect on the date CBI or
Executive, as the case may be, notifies the other party of such termination, and CBI shall
have no further obligations to Executive under this Agreement. In the event of such



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termination, Executive shall not be entitled to receive any payment under the AIP for
the year in which Executive’s Date of Termination occurs or any later year.





     (c) Termination Without Cause or for Good Reason. If CBI shall terminate
Executive’s employment Without Cause during the term of this Agreement, or if Executive
shall terminate Executive’s employment for Good Reason during the term of this Agreement,
then Executive shall be entitled to receive the base salary, benefits and AIP owing to
Executive as of the Date of Termination, in accordance with the applicable terms and
provisions of the employee benefit plans in which Executive is a Participant, the AIP and
CBI’s policies and practices. CBI shall have no further obligations to Executive under this
Agreement; provided, however, that, subject to the satisfaction of the conditions in
Sections 6(f) and 6(g) hereof, and provided that Executive complies with the covenants of
non-disclosure, non-solicitation and non-competition contained in Sections 14 and 15 of this
Agreement, Executive shall be entitled to the payments and benefits specified in this
Section 6(c). In the event of a breach by Executive of any of his obligations pursuant to
Sections 14 or 15, CBI’s payment obligations pursuant to this Section 6(c) shall cease
immediately as of the date of such breach, and CBI shall have no further obligations to
Executive under this Agreement.




     (i) Salary. CBI shall pay to Executive an amount equal to nine (9)
months of Executive’s annual base salary. Such amount shall be paid in a lump sum
within thirty (30) days of the Date of Termination.




     (ii) AIP. CBI shall pay to Executive an amount equal to three-quarters
(3/4) of Executive’s Target AIP award, as defined in Section 1(a). Such amount
shall be paid in a lump sum within thirty (30) days of the Date of Termination.



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CBI shall also pay to Executive his pro rata portion of his actual AIP award
under the AIP for the year in which the Date of Termination occurs. Such payment
shall be calculated in accordance with the AIP. Such pro rata amount shall be paid
to Executive by CBI in a lump sum within two and one-half months following the end
of the year in which the Date of Termination shall have occurred. The payments
under this Section 6(c)(ii) shall be made in lieu of any and all payments otherwise
due under the AIP for the year in which Executive’s Date of Termination occurs or
any later year. In addition to the foregoing, CBI shall pay Executive any accrued
award Executive may have earned under the AIP for any CBI fiscal year prior to the
Date of Termination which has not been paid.




     (iii) Continuation Payments. Subject to offset as provided in the last
sentence of this Section 6(c)(iii), CBI shall pay Executive an amount equal to the
aggregate of nine (9) months of Executive’s annual base salary plus three-quarters
(3/4) of Executive’s Target AIP, as defined in Section 1(a), in effect on the Date
of Termination. Such amount will be paid ratably by CBI to Executive within the
regular payroll cycles during the nine (9) month period following the Date of
Termination, unless such amount exceeds an amount (“Unrestricted Amount”) equal to
two times the lesser of (A) the Executive’s annual compensation based on the annual
rate of pay from CBI for the calendar year preceding the calendar year of the Date
of Termination (adjusted for any increase in such annual rate of pay during the
calendar year of the Date of Termination that was expected to continue indefinitely
if the Executive had not terminated employment) and (B) the maximum amount that can
be taken into account under a qualified plan pursuant



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to Section 401(a)(17) of the Code. If the amount exceeds the Unrestricted
Amount, then no more than the Unrestricted Amount may be paid in the six months
following the Executive’s Date of Termination and the monthly pro rata payments
shall be reduced to comply with this limitation. If the monthly payments are
reduced to comply with such limitation, any amount not paid in the initial six
months following the Date of Termination shall be paid in a lump sum six months and
two days after the Date of Termination and thereafter the ratable payments shall
continue through the remainder of the nine (9) month period following the Date of
Termination. If Executive secures full time employment within such nine (9) month
period, then commencing on the date of such new employment, the payments under this
Section 6(c)(iii) shall be offset by the base salary Executive earns from such new
employer and the target annual bonus or other cash bonus established for Executive
by such new employer, in each case pro-rated to reflect the amount of such new base
salary and bonus which is allocable to the remainder of such nine (9) month period,
calculated by multiplying such award by a fraction, the numerator of which is the
number of weeks commencing on the date of new employment through the end of such
nine (9) month period, and the denominator of which is 52.



     (iv) Benefit Plans. CBI shall continue Executive’s participation in
the medical, dental and vision plans of CBI (or shall provide equivalent benefits)
for a period of nine (9) months following the Date of Termination at the same rates
as an active employee or, if earlier, the commencement of equivalent benefits by
Executive’s new employer; provided that if Executive shall die before the



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expiration of the period during which CBI would be required to continue
Executive’s participation in such plans, the participation of Executive’s surviving
spouse and family in such plans shall continue throughout such period at the same
rates as an active employee to Executive’s surviving spouse and family. Executive’s
participation in CBI’s life and disability plans and Executive’s travel accident
insurance under CBI’s group plan shall terminate on the Date of Termination.
Following termination of coverage under any CBI benefit plan, Executive may continue
coverage at Executive’s own expense if permitted by the terms of the applicable
plan. At Executive’s option, Executive may continue medical coverage under COBRA at
Executive’s own expense for the maximum period provided by COBRA, calculated from
the Date of Termination, unless otherwise provided by law. Within sixty (60) days
of the Date of Termination, Executive may, at Executive’s option, surrender
Executive’s CBI company car or purchase such vehicle at a price equal to the greater
of (i) 100% of its wholesale value, or (ii) the remaining lease payments; provided,
that the price shall, in no event, be less than fair market value as of the Date of
Termination of the company car as determined in good faith by CBI. Executive’s
participation in CBI’s Employee Services Allowance (“ESA”) shall end on the Date of
Termination, and no ESA payments regularly scheduled to be paid after the Date of
Termination shall be paid to Executive.



     (v) Qualified Pension Plan. CBI shall pay Executive, in a lump sum
within sixty (60) days of the Date of Termination, an amount equal to the
difference, if any, between the present value of Executive’s accrued benefit,



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whether or not vested, as of the Date of Termination under the Qualified
Pension Plan, and the present value of the vested portion of such accrued benefit,
with such difference to be calculated, to the extent relevant, using the actuarial
assumptions and interest rates specified in the Qualified Pension Plan. The vested
portion of such accrued benefit, if any, shall be paid in accordance with the
provisions of the Qualified Pension Plan.



     (vi) Nonqualified Pension Plan. CBI shall pay Executive an amount
equal to the lump sum which would have been payable under the Nonqualified Pension
Plan had Executive (A) been completely vested in Executive’s full accrued benefit
under the Nonqualified Pension Plan, (B) been eligible for normal retirement under
the Nonqualified Pension Plan, and (C) retired as of the Date of Termination. Such
benefit shall be calculated, to the extent relevant, using the actuarial assumptions
specified in the Nonqualified Pension Plan. The payment under this Section 6(c)(vi)
shall be paid within six months and two days of the Date of Termination, and shall
be made in lieu of any and all payments otherwise due under the Nonqualified Pension
Plan.



     (vii) Outplacement and Job Search Expenses. CBI will, at its expense,
make available to Executive the services of an outplacement firm designated by CBI.
In addition, CBI will reimburse Executive for reasonable out-of-pocket job search
expenses incurred by Executive for a period of up to nine (9) months following the
Date of Termination, provided that such expenses shall not exceed $300 per month and
shall be properly documented.



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     (viii) Equity Incentive Plan; Other Benefit Plans. Executive’s right
to exercise options under the Equity Incentive Plans, and right to receive benefits
under any other similar plans (if any) in which Executive is a participant shall be
governed by the terms and conditions of the Equity Incentive Plans and such other
plans (if any), copies of which have been made available to Executive.




     (d) Termination Due to Death. The employment of Executive under this
Agreement shall terminate upon Executive’s death. In the event of the death of
Executive during the term of his employment hereunder, CBI shall have no further obligations
to Executive under this Agreement, except that the estate or any other legal representative
of Executive shall be entitled to receive the following:




     (i) Base Salary. CBI shall pay to Executive’s estate or other legal
representatives the base salary as provided in Section 4(a) above, at the rate in
effect at the time of Executive’s death through the end of the month in which
Executive dies.




     (ii) AIP. CBI shall pay to Executive’s estate or other legal
representative the pro-rata portion of Executive’s Target AIP award under the AIP
for the year in which Executive’s death occurs. Such payment shall be calculated by
multiplying such Target AIP award by a fraction, the numerator of which is the
number of weeks in the applicable year which precedes the date of death and the
denominator of which is 52. Such amount shall be paid by CBI in a lump sum within
thirty (30) days of the date of death. The payments under this Section 6(d)(ii)
shall be made in lieu of any and all payments otherwise due under the AIP for the
year in which Executive’s death occurs.



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     (iii) Equity Incentive Plans; Other Benefit Plans. Executive’s right
to exercise options under the Equity Incentive Plans, and right to receive benefits
under any other similar plans (if any) in which Executive is a participant shall be
governed by the terms and conditions of the Equity Incentive Plans and such other
plans (if any), copies of which have been made available to Executive.




     (iv) Other Benefits. CBI shall pay to Executive’s estate or other
legal representative all of the amounts and shall provide all benefits generally
available under the employee benefit plans, and the policies and practices of CBI,
determined in accordance with the applicable terms and provisions of such plans,
policies and practices.




     (e) Termination Due to Disability. The employment of Executive under this
Agreement shall be terminated on the date that Executive becomes Disabled, as determined by
the written opinion of the licensed physician regularly attending Executive. If CBI
disagrees with this opinion, CBI may, at its own expense, engage a second physician to
examine Executive. If Executive’s physician and CBI’s physician agree in writing that
Executive is or is not Disabled, their written opinion shall, except as otherwise set forth
in this paragraph 6(e), be conclusive as to Executive’s Disability. If the physicians
disagree as to Executive’s Disability, they shall select a third physician to make the
determination, whose written opinion shall be conclusive and binding on the issue of
Disability. The date of any written opinion conclusively finding Executive to be Disabled
shall be the effective date of Disability for purposes of this paragraph 6(e). In the event
of termination due to Disability, CBI shall have no further obligations to



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Executive under this Agreement, except that Executive shall be entitled to receive the
following:





     (i) Base Salary. CBI shall pay Executive the base salary as provided
in Section 4(a) above at the rate in effect at the time Executive becomes Disabled
through the end of the month in which Executive’s employment terminates due to
Disability.




     (ii) AIP. CBI shall pay Executive the pro-rata portion of Executive’s
Target AIP award under the AIP for the year in which Executive’s Disability occurs,
computed as in Section 6(d)(ii) above but substituting Disability for death. The
payments under this Section 6(e)(ii) shall be made in lieu of any and all payments
otherwise due under the AIP for the year in which Executive’s Disability occurs.




     (iii) Equity Incentive Plans. Executive’s right to exercise options
under the Equity Incentive Plans shall be governed by the terms and conditions of
the Equity Incentive Plans, copies of which have been made available to Executive.




     (iv) Other Benefits. CBI shall pay to Executive the amounts and shall
provide all benefits generally available to similarly situated executives under the
employee benefit plans, and the policies and practices of CBI, determined in
accordance with the applicable terms and provisions of such plans, policies and
practices.




     (f) Mitigation. Executive agrees to use reasonable efforts to secure other
employment but shall not otherwise be required to mitigate the amount of any payment
provided for in this Section 6; provided, however, that in the event Executive secures



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other employment, any continuation payments otherwise due Executive shall be subject to
offset as provided in Section 6(c)(iii) above.





     (g) Release of Claims. Any other provisions of this Agreement notwithstanding,
Executive shall not be entitled to any compensation under Section 6(c)(i) through 6(c)(vii)
hereof following termination of employment unless and until Executive shall have executed a
release of all of Executive’s rights and claims (other than to compensation or other matters
to which Executive is entitled under this Agreement following termination of employment)
against CBI, its officers, directors, agents, servants, and employees, and their respective
successors, assigns, insurers, parent companies, subsidiaries, and affiliates with respect
to all matters relating to CBI or its parent companies, subsidiaries, or affiliates existing
at the time of Executive’s execution of the release, and such release has become binding
upon and irrevocable by the Executive. The release shall be in substantially the form of
Exhibit A hereto, or such variation thereof as CBI reasonably determines to be necessary to
comply with then applicable law or otherwise appropriate to secure a release of all the
aforesaid rights and claims of Executive. If a release satisfactory to CBI has not become
binding and irrevocable within sixty (60) days after the Date of Termination, the conditions
of this Section 6(g) shall not be satisfied, the Executive shall not have any right to the
compensation provided under Section 6(c)(i)-(vii), each of which is additional compensation
to which the Executive would otherwise not be entitled, and CBI shall have no further
obligations to Executive under this Agreement.



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     (h) In the event that CBI subsequently determines that termination for Cause was
warranted, CBI may cease payments and benefits hereunder and the Executive is required to
repay to CBI each of the payments and benefits set forth in Section(c)(i)-(vii).



     7. FURTHER BENEFITS.



     Upon termination of the employment of Executive, Executive shall accrue no further benefits
under the Pension Plans and shall make no further contributions to any Pension Plan or other
benefit plan permitting employee contributions.



     8. RIGHT TO TERMINATE; SOURCE OF PAYMENTS.




     (a) Right to Terminate by CBI. CBI may terminate Executive’s employment at any
time upon written notice to Executive subject to Executive’s right to receive the payments
and benefits specified in this Agreement.




     (b) Right to Terminate by Executive. Executive may terminate his or her
employment with CBI at any time for Good Reason or otherwise upon written notice to
CBI, subject to Executive’s right to receive the payments and benefits specified in
this Agreement.




     (c) Source of Payments. All payments provided for in this Agreement shall be
paid in cash from the general funds of CBI or from any special or separate trust or fund to
be established in connection herewith. To the extent that any person acquires a right to
receive payments from CBI hereunder, whether or not any funds are segregated by CBI for such
purpose, such right shall be no greater than the right of an unsecured creditor of CBI.



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     9. AMENDMENTS; WAIVER.



     This Agreement may not be changed orally, but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification, extension or discharge is
sought. The waiver by either party of compliance with the provisions of this Agreement by the
other party shall not operate or be construed as a waiver of any subsequent breach by such party.
Notwithstanding the foregoing, CBI may amend this Agreement to the extent it determines in good
faith that an amendment is necessary to comply with the requirements of Section 409A of the Code,
provided that such amendment preserves, as near as possible, the economic benefits of the Agreement
to both parties. The provisions of Sections 14, 15, 16, 17 and 21 shall survive termination of
this Agreement.



     10. BINDING AGREEMENT.



     This Agreement shall be binding upon and inure to the benefit of the parties hereto, any
successors to the business of CBI, Executive’s heirs and the personal representatives of
Executive’s estate.



     11. ASSIGNMENT.



     This Agreement shall not be assigned by either Executive or CBI except that CBI may assign
this Agreement to any successor in interest of CBI whether by merger, consolidation, purchase of
assets or otherwise, provided, however, that in connection with such an assignment CBI will require
a successor in interest to fully assume all of CBI’s obligations hereunder.



     12. NOTICES.



     Any notice required or permitted hereunder shall be deemed sufficiently given if in writing
and either personally delivered or sent by certified or registered mail, postage pre-paid,



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addressed to the party at the address set forth below or at such other address as the party
may subsequently designate:





	 	(a)	 	Executive:
	 	 	 	Lawrence Solomon
	 		 	6200 Wittmore Place
	 	 	 	Plano, TX 75093
	 
	 	(b)	 	CBI:
	 	 	 	CBI Holdings Inc.
	 		 	5301 Legacy Drive
	 	 	 	Plano, TX 75024
	 	 	 	Attn: General Counsel
	 
	 	copy to: 	 	Cadbury Schweppes plc
	 		 	 25 Berkeley Square
	 	 	 	London, England W 1 X 6HT
	 	 	 	Attn: Chief Legal Officer and Company Secretary (Group)





Any such notice will be deemed given upon delivery, if delivered in person, or upon the date of
mailing, if sent by certified or registered mail.




     13. ENTIRE AGREEMENT.



     This Agreement, together with the memo from Kevin Sweeney dated June 13, 2007 regarding
relocation attached hereto as Exhibit “B”, supersedes any prior agreements or understandings, oral
or written, with respect to the employment of Executive and constitutes the entire agreement with
respect thereto. It cannot be changed or terminated orally and may be modified only by a
subsequent written agreement executed by both parties hereto. In addition, the Executive will not
be eligible to participate in any other severance pay plan, program or practice that may be adopted
from time to time.



     14. CONFIDENTIALITY.




     (a) Executive agrees and acknowledges that, during the term of this Agreement, CBI
promises to provide and Executive will have access to and acquire



Exhibits


20









 






certain trade secrets and confidential information of CBI and of corporations
affiliated with CBI that is not generally available to the public, and that such information
constitutes valuable, special and unique property of CBI and its affiliates that, if
disclosed, could put CBI or its affiliates at a competitive disadvantage (the “Confidential
Information”). Such Confidential Information includes but is not limited to methods,
techniques, specifications, devices, systems, designs, formulae, models, patents and
trademarks, manuals, lists of customers and prospective customers, customer requirements,
vendor information and relationships, price lists and other pricing information and
analyses, data used to prepare bids, marketing plans and other market information and
analyses, business, strategic and operating plans, financial statements and other financial
information, training techniques, and other confidential and proprietary information and
documents regarding the business of CBI and its affiliates.



     (b) As a material inducement to CBI to enter into this Agreement and to provide
Executive the compensation and other consideration set forth herein, Executive agrees that,
without the prior written consent of CBI, Executive will not, during or after the term of
Executive’s employment with CBI, directly or indirectly use or disclose any such
Confidential Information to any person or entity for any reason or purpose whatsoever,
except as may be required by law or as may be required in the course of Executive’s
performance of his or her duties at CBI.



     (c) Executive acknowledges and agrees that all files, records, documents, plans,
specifications, equipment, information, computer files, and similar items and materials
relating to CBI’s business shall remain the sole property of CBI and shall immediately be
returned to CBI upon CBI’s request or upon the termination of this



Exhibits


21









 






Agreement for any reason, and that Executive shall keep no copies thereof. The
provisions of this Section 14 shall survive the termination of this Agreement and shall be
binding upon any successor or assign of Executive.



     15. NON-COMPETITION AND NON-SOLICITATION.




     (a) Consideration. Executive acknowledges and agrees that Executive has
received, and will continue to receive, substantial and valuable consideration for the
agreements set forth in this Section, including but not limited to access to Confidential
Information, which CBI hereby promises to provide to Executive; specialized training related
to CBI’s services, business practices and Confidential Information; post-termination
payments; and other compensation and benefits as described in this Agreement.




     (b) Non-Solicitation of Customers and Employees. As a material inducement for
CBI to provide Executive with the consideration set forth in Sections 4(a), 4(b) and 15(a)
above, and as a condition to receipt of the benefits set forth in Section 6(c), Executive
agrees that during employment and for a period of twelve (12) months following the Date of
Termination, whether for Executive’s own account or for the account of any other individual,
partnership, firm, corporation or business organization, Executive shall not either directly
or indirectly solicit or endeavor to entice away from CBI any person who is employed by or
otherwise engaged to perform services for CBI (or its affiliates) or to interfere with the
relationship of CBI (or its affiliates) with any person who then is a customer of CBI.




     (c) Non-Competition. As a material inducement for CBI to provide Executive
with the consideration set forth in Sections 4(a), 4(b) and 15(a) above, and as a condition



Exhibits


22









 






to receipt of the benefits set forth in Section 6(c), Executive agrees that, for a
period of twelve (12) months following the Date of Termination, Executive shall not become
employed in an executive capacity by any Competitor of CBI within the United States, Canada
or any other region in which CBI or its current or former affiliates operates or has
operated and in which Executive has directly or indirectly rendered services during the last
thirty-six (36) months of Executive’s employment and, further, Executive shall not provide
services of a similar or comparable type and character to those provided by Executive to CBI
during the last thirty-six (36) months of Executive’s employment with CBI, whether as an
employee, officer, director, partner, shareholder, consultant or otherwise, to any
Competitor of CBI within the United States, Canada or any region in which Cadbury Schweppes
plc operates and in which Executive has rendered services during Executive’s employment;
provided, however, that this Section 15 shall not prohibit Executive’s ownership, either
directly or indirectly, of less than 1% of any class of publicly traded securities of any
entity, and provided further that this Section 15 shall not prohibit Executive’s employment
as an employee or officer or Executive’s performance of services as a consultant with any
Competitor if Executive is not directly or indirectly involved in the aspects of such
Competitor’s business that are competitive with CBI.



     16. JUDICIAL AMENDMENT.



     Executive and CBI acknowledge the reasonableness of the agreements set forth in Sections 14
and 15 above and the reasonableness of the geographic area, duration of time and subject matter
that are part of the covenant not to compete contained in Section 15(c). Executive further
acknowledges that Executive’s skills are such that Executive can be gainfully employed in
noncompetitive employment and that the agreement not to compete will in no manner prevent



Exhibits


23









 





Executive from earning a living. Notwithstanding the foregoing, in the event it is judicially
determined that any of the limitations contained in Section 15 are unreasonable, illegal or
offensive under any applicable law and may not be enforced as agreed herein, the parties agree that
the unreasonable, illegal or offensive portions of Section 15, whether they relate to duration,
area or subject matter, shall be and hereby are revised to conform with all applicable laws and
that the Agreement, as modified, shall remain in full force and effect and shall not be rendered
void or illegal.




     17. IRREPARABLE INJURY.



     Executive acknowledges that CBI has invested substantial time, labor, skill and money in
developing the Confidential Information to be provided to Executive. Executive further
acknowledges that the Confidential Information to be provided to Executive, and the services
Executive is to render to CBI, are such that any breach of the covenants contained in Sections 14
and 15 above by Executive would cause CBI irreparable harm and injury and would damage CBI in a way
that could not be adequately compensated by monetary damages. Accordingly, the parties agree that
CBI’s remedies may include a temporary restraining order, preliminary injunction, or other
injunctive relief against any threatened or actual breach of Sections 14 or 15 by Executive.
Executive acknowledges that this injunctive relief shall be in addition to any other legal or
equitable relief to which CBI may otherwise be entitled under applicable law.



     18. HEADINGS.



     The headings used in this Agreement are for convenience only and shall not be deemed to
curtail or affect the meaning or construction of any provision under this Agreement.



Exhibits


24









 





     19. WITHHOLDING.



     All payments or benefits to Executive under this Agreement shall be reduced by any amounts
required to be withheld by CBI under applicable tax laws, including U.S. Federal, state, or local
income tax laws or similar laws then in effect as well as the laws of other countries while on
international assignment. In the event new tax legislation results in additional taxation to the
Executive or CBI which may be avoided by amendment to this Agreement with no material financial
impact to Executive or CBI, then this Agreement shall be so amended by written agreement of the
parties.



     20. OTHER PLANS.



     Except as otherwise provided in this Agreement, the terms of the AIP, Pension Plans, Equity
Incentive Plans and any other CBI option plan, bonus plan or benefit plan (as the same may be
amended from time to time) or any agreements entered into pursuant to such plans, shall remain in
full force and effect. Except as expressly provided herein, if there is any conflict between this
Agreement and the Plans described above in this Section 20, the terms of the applicable Plan
documents shall control.



     21. ARBITRATION.



     Any controversy or claim, other than an action for injunctive or equitable relief for unfair
competition or to enforce the confidentiality, noncompete or nonsolicitation provisions set forth
in Sections 14 and 15, arising out of or relating to (a) this Agreement or the breach thereof, (b)
Executive’s employment with CBI, or (c) the termination of Executive’s employment with CBI,
(including but not limited to claims arising under applicable employment-related statutes,
including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, the Americans with Disabilities Act, the Rehabilitation Act, the Family and



Exhibits


25









 





Medical Leave Act, the Employee Retirement Income Security Act, the American Jobs Creation Act
of 2004, or the Fair Labor Standards Act, applicable state fair employment practices statutes, and
claims for retaliation arising under applicable workers’ compensation statutes; as well as
employment-related common-law tort claims, including without limitation claims for negligence,
intentional torts, post-termination defamation (e.g., employment references), violation of privacy
rights, fraud, misrepresentation, unjust enrichment, tortious interference and/or promissory
estoppel), which is not settled by agreement among the parties shall be resolved by final and
binding arbitration, to be held in a metropolitan area located within fifty (50) miles of the
location at which Executive is employed, in accordance with the employment arbitration rules and
procedures of the American Arbitration Association. Neither party shall initiate or prosecute any
lawsuit in any way related to any claims; provided, however, that the provisions of this Section 21
do not limit Executive’s right to file an administrative charge with the Equal Employment
Opportunity Commission. Judgment upon the award rendered may be entered and enforced in any court
having jurisdiction thereof.




     22. VALIDITY; APPLICABLE LAW.



     The invalidity or unenforceability of any provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in full
force and effect, and the invalid or unenforceable term or provision shall be deemed replaced by a
term or provision that is valid and enforceable and that comes closest to expressing the intention
of the invalid or unenforceable term or provision. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State in which Executive is
employed.



Exhibits


26









 





     IN WITNESS WHEREOF, CBI has caused this Agreement to be executed by its duly authorized
officer, and Executive has hereunto subscribed his or her name, all as of the day, month and year
first above written.




	 	 	 	 	 	 	 
	CBI Holdings Inc.	 	 	 	Executive
	 
	By:

	 	/s/ James L. Baldwin
	 	 	 	/s/ Lawrence Solomon
	 

	 	 
	 	 	 	 
	 

	 	James L. Baldwin
	 	 	 	Lawrence Solomon
	 

	 	Executive Vice President	 	 	 	 






Exhibits


27









 







EXHIBIT “A”




GENERAL RELEASE



     This General Release (the “Release”) is executed as of this                      day of
                      
                  
        , 20             
       , by and between Lawrence Solomon (“Executive”) and CBI Holdings Inc. (“CBI
”) for
purposes of evidencing the covenants, obligations and undertakings of such parties set forth below.



     WHEREAS, CBI and Executive entered into an agreement of employment (the “Agreement”) dated
October 15, 2007; and



     WHEREAS, Executive’s employment with CBI was terminated effective as of
                     
                   
        , 20             
        , pursuant to Paragraph 6(c) of the Agreement;



     NOW THEREFORE, as a condition to, and in consideration of, payment by CBI of the benefits
specified in Paragraph 6(c) of the Agreement, Executive hereby agrees as follows:



     1. Executive, for himself and on behalf of Executive’s agents, attorneys, heirs, executors,
administrators, successors and assigns, hereby irrevocably releases, acquits, discharges and
forever forgives CBI, its past and present officers, directors, shareholders, representatives,
agents, servants, and employees, and their respective successors, assigns, insurers, parent
companies, subsidiaries, and affiliates, and all persons acting by, through, under or in concert
with them, (the “Releasees”) from any and all claims, causes of action, suits, controversies,
appeals, grievances, promises, agreements, damages, rights, debts, liabilities, costs, losses,
personal injuries and any other compensation whatsoever, whether presently known or unknown,
liquidated or unliquidated, matured or contingent, arising at any time through the date of the
execution of this Agreement. This Release covers any and all claims, regardless of whether they
arose in contract or in tort or are based upon statutes, laws or rules, regulations, common law
principles or otherwise, and includes but is not limited to claims arising under Title VII of the
Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination
in Employment Act, the Pregnancy Discrimination Act, the Equal Pay Act, the Fair Labor Standards
Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, COBRA, the
Occupational Safety and Health Act, or any other federal, state or local statute, law or regulation
relating to employment; common-law claims for breach of contract, quantum meruit, reformation of
contract, breach of implied covenant of good faith and fair dealing, debt, wrongful discharge,
defamation, invasion of privacy, infliction of emotional distress, tortious interference,
misrepresentation, fraud, conspiracy, negligence or gross negligence; and any other statutory or
common-law cause of action, whether or not relating to Executive’s employment with CBI; provided,
however, that this Release does not include any claims Executive may have to compensation or
benefits to be provided to Executive following termination of Executive’s employment with CBI
pursuant to Section 6(c) of the Agreement, any rights Executive may have (subject to the provisions
of Section 6(c) of the Agreement) under any pension or benefit plan in which Executive was or is a
participant, and any indemnification rights Executive may have under company bylaws or insurance.



Exhibits


A-1









 





     2. Executive covenants and agrees that, to the fullest extent permitted by law, Executive will
not bring any legal action against any of the Releasees for any claim waived and released under
this Release and represents and warrants that no such claim has been filed to date. Executive
agrees that should any person, organization or other entity institute or file a civil action, suit
or legal proceeding against the Releasees on Executive’s behalf involving any matter occurring at
any time in the past up to and including the date on which Executive executes this Release,
Executive shall not seek or accept any personal, equitable or monetary relief in such civil action,
suit or legal proceeding.



     3. Executive agrees that the terms and conditions of this Release are confidential and that
Executive will not, directly or indirectly, disclose the fact of or terms of this Release to anyone
other than Executive’s attorney or tax advisor, except to the extent such disclosure may be
required for accounting or tax reporting purposes or otherwise be required by law or direction of a
court. Nothing in this provision shall be construed to prohibit Executive from disclosing this
Release to the Equal Employment Opportunity Commission in connection with any complaint or charge
submitted to that agency.



     4. Executive agrees not to make any comments relating to the Releasees that are critical,
disparaging or derogatory or that may tend to injure the business of the Releasees and agrees not
to encourage any person, corporation or entity to sue or not to do business with the Releasees.



     5. Effective as of the Termination Date, Executive hereby resigns from any and all positions
as an officer or director of CBI or its affiliates and subsidiaries, and agrees to execute any
documents required for the purpose of effecting such resignation.



     6. The provisions of this Release are severable. If any provision is held to be invalid or
unenforceable, it shall not affect the validity or enforceability of any other provision. One or
more waivers of a breach of any covenant, term or provision of this Release by any party shall not
operate or be construed as a waiver of any subsequent breach of the same covenant, term or
provision, nor shall it be construed as a waiver of any other then existing or subsequent breach of
a different covenant, term or provision.



     7. This Release sets forth the entire agreement between CBI and Executive and supersedes any
and all prior oral or written agreements or understandings concerning the subject matter of this
Release. This Release may not be altered, amended or modified, except by a further written
document signed by a duly authorized representative of CBI and Executive.



     8. This Release is made within the State of Texas and shall in all respects be interpreted,
enforced and governed by the laws of the State of Texas.



     9. This Release shall be binding upon Executive, his heirs, administrators, representatives,
executors, successors and assigns, and shall inure to the benefit of the Releasees and their
respective administrators, representatives, successors and assigns.




Exhibits

A-2









 




     10. Executive acknowledges that this Release is in full settlement, satisfaction, and
discharge of any and all claims, demands, actions, and causes of action released by Executive, and
that it applies to all claims, whether known or unknown. Executive further acknowledges that the
consideration to be provided pursuant to the Agreement upon execution of this Release represents
amounts and benefits greater than Executive would be entitled to receive if Executive were not to
execute this Release. Executive represents and warrants that Executive has full power and
authority to enter into and execute this Release. Executive represents that Executive has
carefully read and fully understands all the provisions of this Release, that Executive has been
advised to consult with an attorney of Executive’s choice and has had the opportunity to do so, and
that Executive is freely, knowingly and voluntarily entering into this Release without reliance on
any representations of any kind or character not set forth herein.



     11. Executive acknowledges that Executive has been provided at least twenty-one (21) days
after receipt of this Release to decide whether to sign the Release and be bound by its terms, and
that Executive has considered the terms of this Release for at least twenty-one (21) days or
knowingly and voluntarily waived Executive’s right to do so. Executive further acknowledges and
understands that Executive has the right to revoke this Release for a period of seven (7) days
after Executive has signed it.



     IN WITNESS WHEREOF, the parties hereto have executed this General Release as of the date first
above written.



	 	 	 	 	 
	EXECUTIVE	 	CBI HOLDINGS INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 





Exhibits


A-3








 






EXHIBIT “B”




MEMO REGARDING RELOCATION




A-4











 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE	 
	1. DEFINITIONS
	 	 	1	 
	2. TERM
	 	 	5	 
	3. POSITION AND DUTIES
	 	 	5	 
	4. COMPENSATION
	 	 	6	 
	5. TERMINATION
	 	 	7	 
	6. COMPENSATION UPON TERMINATION OF EMPLOYMENT
	 	 	8	 
	7. FURTHER BENEFITS
	 	 	18	 
	8. RIGHT TO TERMINATE; SOURCE OF PAYMENTS
	 	 	18	 
	9. AMENDMENTS; WAIVER
	 	 	19	 
	10. BINDING AGREEMENT
	 	 	19	 
	11. ASSIGNMENT
	 	 	19	 
	12. NOTICES
	 	 	19	 
	13. ENTIRE AGREEMENT
	 	 	20	 
	14. CONFIDENTIALITY
	 	 	20	 
	15. NON-COMPETITION AND NON-SOLICITATION
	 	 	22	 
	16. JUDICIAL AMENDMENT
	 	 	23	 
	17. IRREPARABLE INJURY
	 	 	24	 
	18. HEADINGS
	 	 	24	 
	19. WITHHOLDING
	 	 	25	 
	20. OTHER PLANS
	 	 	25	 
	21. ARBITRATION
	 	 	25	 
	22. VALIDITY; APPLICABLE LAW
	 	 	26	 






Exhibits




 









 








AGREEMENT



BETWEEN



CBI HOLDINGS INC.



AND



LAWRENCE SOLOMON



DATED AS OF OCTOBER 15, 2007



Exhibits




 









 








	 	 	 
	Americas Beverages 

Inter-Office 

Correspondence

	 	






	 	 	 
	Date:

	 	February 8, 2008
	 
	To:

	 	Larry Solomon
	 
	From:

	 	Jan Vernon
	 
	Subject:

	 	Relocation





The following is intended to further clarify the agreement between CS plc and yourself as outlined
in the May 23, 2001 memorandum addressed to you from Alan Hubbard and as such will supplement your
Employment Agreement dated October 15, 2007.



In the event of your being unable to continue in the role of Executive Vice President of Human
Resources for CSAB because of a take-over of the business or a re-organization which results in the
position being redundant, CSAB or CS plc or its successors will pay all transfer costs associated
with your return to South Africa, including the relocation allowance of 10% of your annual Basic
Salary. The following major costs will be included:





	1.	 	The cost of Economy Class travel for you and your family to South Africa;
	 
	2.	 	Excess personal baggage charges up to 10 kilo weight (per adult);
	 
	3.	 	Full costs of shipping and insurance in transit for transporting a reasonable quantity of
your household goods and personal effects.




Regards,




	 	 	 	 	 
	 	 
	/s/ Jan Vernon
 	 
	Jan  Vernon 	 
	 	 	 
	 



Exhibits