EX-10.1



 Exhibit 10.1 

Agreement between 
 The
Coca-Cola Company, 
 Coca-Cola Refreshments USA, Inc. 

and 
 Coca-Cola Bottling
Co. Consolidated 
  

	1.	Background 

 Energy Brands, Inc., (“EBI”) a wholly-owned subsidiary of The Coca-Cola
Company (“Company”), intends to terminate the Distribution Agreements by and between EBI and current distributor of Product in the Territory (collectively, the “Distribution Agreement”). 

Coca-Cola Bottling Co. Consolidated (“Bottler”) is a party to Comprehensive Beverage Agreements (collectively, the “Comprehensive Beverage
Agreements”) with Company and Coca-Cola Refreshments USA, Inc., a wholly-owned subsidiary of Company (“CCR”), including without limitation agreements dated October 30, 2015, January 29, 2016, April 1, 2016 and
April 29, 2016, that authorize Bottler to market, promote, distribute and sell glaceau vitaminwater (including without limitation glaceau vitaminwater energy and glaceau vitaminwater zero), glaceau Smartwater and glaceau vitaminwater zero drops
in certain geographic territories (the “Bottler’s CBA Territory”) that include the Territory (as defined below), on an exclusive basis subject to certain exceptions that include any contractual commitments with customers or
distributors that Company was a party to at the time the parties executed the applicable Comprehensive Beverage Agreement. 
 Certain portions of the
Territory are not located within Bottler’s CBA Territory but are located within territory (“Bottler’s Legacy Territory” and together with Bottler’s CBA Territory, “Bottler’s Territory”) where Bottler is
authorized by Company to distribute Coca-ColaTM beverages under other bottling agreements. 
 Upon termination of the Distribution Agreement, Bottler
will begin to market, promote, distribute and sell Products in the Territory. For purposes of this Agreement the following terms will have the respective meanings set forth below: 

Product(s): (a) glaceau vitaminwater brand nutrient-enhanced beverages including without limitation glaceau vitaminwater energy and glaceau vitaminwater
zero (“vitaminwater”); and (b) glaceau Smartwater brand electrolyte enhanced water (“smartwater”); each as set forth in Exhibit A attached hereto. 

Territory: as set forth in Exhibit B attached hereto. 
  

	2.	Agreement Coverage 

 This agreement (this “Agreement”) is entered into this 29th day of June, 2016, by Company, CCR and Bottler. 

  
 1 








 In consideration for the opportunity for Bottler to commence the marketing, promotion, distribution and sale of
Products in the Territory as of January 1, 2017, Bottler has agreed to make a payment to Company (the “Termination Payment”) equal to a portion of the termination payment made by Company to current distributor under the Distribution
Agreement applicable to the Territory as determined in accordance with Exhibit C attached hereto. 
  

	3.	Effective Date of Distribution of Product in the Territory 

 a. Company authorizes
Bottler to market, promote, distribute and sell Products in the portions of the Territory located within Bottler’s Legacy Territory commencing on January 1, 2017 (assuming the prior termination of the Distribution Agreement). 

b. Company and CCR acknowledge that effective January 1, 2017 (assuming the prior termination of the Distribution Agreement), the current
distributor of Products will no longer be authorized to distribute Products in the portions of the Territory located within Bottler’s CBA Territory and that Bottler may commence the marketing, promotion, distribution and sale of Products (and
any other glaceau beverage products authorized under the applicable Comprehensive Beverage Agreement) within such portion of Bottler’s CBA Territory on January 1, 2017 pursuant to the terms and conditions set forth in the applicable
Comprehensive Beverage Agreement. 
  

	4.	Payment Dates 

 Bottler shall make payment of the Termination Payment to Company as set forth in
Exhibit C attached hereto. 
  

	5.	Term 

 The Company authorization set forth in Section 3(a) of this Agreement shall be valid
and effective as long as Bottler’s authorization to distribute Products in any other part of Bottler’s Legacy Territory remains in full force and effect. 
  

	6.	Representations and Warranties. 

 Company and CCR represent and warrant to Bottler that:
(i) upon the termination of the Distribution Agreement, neither Company nor any of its affiliates will be a party to any agreements or commitments (written or oral) that authorize a party (other than Bottler or its affiliates) to market,
promote, distribute or sell any glaceau beverage products to customers or distributors in any portion of Bottler’s Territory and (ii) the Final Termination Payment (as defined on Exhibit C) amount has been determined in accordance with the
terms of the Distribution Agreement. 

  
 2 









	7.	Confidentiality 

 The terms and conditions of this Agreement are acknowledged by the parties to be
strictly confidential, and the parties agree not to share the contents hereof with any party without the express written consent of the other party; provided, however, such terms and conditions may be disclosed as required by applicable law or an
order by a governmental authority or any requirements of a stock market or exchange or other regulatory body having competent jurisdiction. 
  

	8.	Reservation of Rights and Waiver 

 Company and Bottler expressly reserve, and neither this
Agreement nor the parties’ performance hereunder will waive or modify, any rights under applicable bottling or distribution agreements or any other agreement, including, without limitation, the Comprehensive Beverage Agreement or Energy Brands,
Inc. Distribution Agreement, as amended (if applicable), except that Bottler specifically waives any provisions of any agreements between Company and/or Coca-Cola Refreshments USA, Inc. and Bottler, including, but not limited to, the
Comprehensive Beverage Agreement and Energy Brands, Inc. Distribution Agreement that provide for favorable treatment (i.e. Most Favored Nations treatment) of Bottler as such provision may apply to this Agreement. 

[Signature Page(s) to Follow.] 

  
 3 









			
	ACCEPTED AND AGREED TO:
	
	Coca-Cola Bottling Co. Consolidated:
		
	By:	 	 /s/ James E. Harris

		 	Authorized Representative
		
	Date:	 	June 29, 2016
	
	The Coca-Cola Company:
		
	By:	 	 /s/ Marie Quintero-Johnson

		 	Authorized Representative
		
	Date:	 	June 29, 2016
	
	Coca-Cola Refreshments USA, Inc.:
		
	By:	 	 /s/ Marie Quintero-Johnson

		 	Authorized Representative
		
	Date:	 	June 29, 2016


  
 4 








 Exhibit A 

Products 
 glaceau vitaminwater, 20 oz PET, all
flavors 
 glaceau vitaminwater, 32 oz PET, all flavors 

glaceau vitaminwater, 12 oz PET, all flavors 
 glaceau
vitaminwater, 20 oz variety pack 
 glaceau Smartwater, brand electrolyte enhanced water, PET, all sizes 

  
 5 








 Exhibit B 

Territory 
 The “Territory” means any
geographic territory where EBI, Company or any affiliate of Company has authorized the current distributor of Products to distribute any glaceau beverage products (including without limitation the Products) within Bottler’s Territory, including
without limitation the portions of the following territories within Bottler’s Territory: 
  

	 	a)	The District of Columbia 

  

	 	b)	State of Delaware – the counties of: Sussex, Kent, and New Castle 

  

	 	c)	State of Maryland – the counties of: Cecil, Kent, Dorchester, Wicomico, Somerset, Worcester, Caroline, Queen Anne, Talbot, Anne Arundel, Howard, Prince Georges, Charles, Baltimore, Carroll, Montgomery, St.
Mary’s, Harford, Calvert, Frederick and Cambridge; and Baltimore City 

  

	 	d)	State of Virginia – the counties of: Accomack, Northampton, Fairfax, Goochland, Hanover, Sussex, Brunswick, Amelia, Chesterfield, Powhatan, Southampton, Dinwiddie, London, Henrico, Prince George, Greensville and
Nottaway; and Arlington City, Alexandria City, and Richmond City 


  
 6 








 Exhibit C 

Termination Payment 
 Termination Payment shall
be paid in full by the later of (i) January 31, 2017 and (ii) ten business days following receipt by Bottler of a document, certified by a senior officer of Company, as to the following: (A) the amount of the Final Termination
Payment (as defined below), (B) the 24 Month Territory Product Volume (as defined below) and (C) the 24 Month Total Product Volume (as defined below), together with sales reports provided by the current distributor related thereto. 

Termination Payment will be a volumetric allocation of Company’s final payment due to current distributor in the Territory (“Final Termination
Payment”) based on a formulaic calculation for the 24 months immediately preceding commencement of Bottler’s distribution of Product in the Territory as follows: 
  

	 	•	 	Bottler’s Termination Payment is that percentage of the Final Termination Payment calculated based upon the 24 month physical case volume of current distributor’s sales report for sales of Product in the
“Richmond”, “Springfield”, “Baltimore”, “Landover”, “Salisbury,” portions of the Territory plus 10% of “New Castle” portion of the Territory (collectively, “24 Month Territory Product
Volume”) divided by the total 24 month physical case volume of current distributor’s sales report for sales of Product in all geographic territories (collectively, “24 Month Total Product Volume”). 


  
 7