Exhibit 10.3
COCA-COLA ENTERPRISES
INC.
EXECUTIVE PENSION
PLAN
(AMENDED AND RESTATED EFFECTIVE
DECEMBER 31, 2008)
ARTICLE I
INTRODUCTION AND
PURPOSE
1.1. Purpose . The
purpose of the Coca-Cola Enterprises Inc. Executive Pension Plan
(the “Plan”) is to supplement, for a select group of
eligible executives of the Company and Affiliates that have adopted
the Plan, the retirement benefits provided under the Coca-Cola
Enterprises Employees’ Pension Plan.
1.2. Amendment and
Restatement . Coca-Cola Enterprises Inc. hereby amends and
restates the Plan, effective December 31, 2008. This amended
and restated Plan shall apply to Participants who have not yet
commenced payment of benefits under the Plan by December 31,
2008. Participants who have commenced payments by December 31,
2008 shall continue to be paid in accordance with the form of
payment then in effect.
ARTICLE II
DEFINITIONS
“ Administrative
Committee ” means the committee appointed pursuant to
Article VI to administer the Plan or such committee’s
designee.
“ Affiliates
” means all
entities treated as a single service recipient or employer with the
Company pursuant to Code section 409A.
“ Beneficiary
” means
(i) the beneficiary designated by the Participant in
accordance with the procedures established by the Administrative
Committee, (ii) if the Participant has not designated a
beneficiary or such beneficiary is no longer living, the
Participant’s Surviving Spouse, and (iii) if there is no
designated beneficiary or Surviving Spouse, the Participant’s
estate.
“ Benefit Service
” shall have the
same meaning as “Benefit Service” under the Pension
Plan and shall be determined in the same manner as under the
Pension Plan.
“ Code
” means the
Internal Revenue Code of 1986, as amended. Reference to any section
of the Code includes reference to any regulations promulgated
thereunder, and any related administrative guidance, notice, or
ruling that amends or supplements such section.
“ Company
” means Coca-Cola
Enterprises Inc., a Delaware corporation, or its successor or
successors.
“ Compensation
” means those
amounts included in the definition of “Compensation”
under the Pension Plan determined without regard to the limits of
Code Section 401(a)(17), plus any amounts deferred by the
Participant under the Supplemental MESIP and any other nonqualified
deferred compensation arrangement between the Employer and the
Participant, provided such amounts shall be considered only in the
year in which they are first deferred and not in any later year,
including the year(s) of receipt. Compensation shall not include
any amounts paid under a severance plan of the Employer or a
severance agreement with the Employer.
“ Eligible Employee
” means an Employee
who is employed in a position classified as within the Global
Leadership, Executive Leadership, Strategic Leadership, or Business
Unit/Functional Leadership band, or in a position otherwise
determined to be eligible for participation by the Administrative
Committee.
“ Employee
” means any person
who is an employee on the payroll of the Employer and shall exclude
any person not on the payroll of the Employer, such as an
independent contractor or person paid by a temporary staffing or
similar agency, even if a court or administrative agency determines
at any time that such an individual is a common law employee of the
Employer.
“ Employer
” means the Company
and any Affiliate adopting the Plan with the consent of the
Company.
“ Final Average
Earnings ” shall be determined in the same manner as
“Final Average Earnings” under the Pension Plan,
provided, however, that Compensation shall be used in making such
determination, and Compensation earned in the year in which the
Participant Separates from Service with the Employer and all
Affiliates shall be considered Compensation earned in a complete
calendar year.
“ Normal Retirement
Age ” means age
65.
“ Participant
” means an Eligible
Employee who satisfied the requirements for participation in the
Plan. Any current or former Employee who has an interest under the
Plan shall also be considered a Participant.
“ Pension Plan
” means the
Coca-Cola Enterprises Employees’ Pension Plan.
“ Pension Plan Base
Benefit ” means
the retirement benefit the Participant would receive under the
Pension Plan at Normal Retirement Age excluding any portion of such
benefit attributable to (i) a rollover to the Pension Plan
from a defined contribution plan, (ii) any “add
on” benefits relating to certain merged plans as described in
the definition of an “Accrued Benefit” under the
Pension Plan, or (iii) any early retirement supplement paid
pursuant to Article III.I. (or any successor provision) of the
Pension Plan, and determined before any applicable offset to such
retirement benefit as described in the definition of an
“Accrued Benefit” under the Pension Plan.
“ Plan
” means the
Coca-Cola Enterprises Inc. Executive Pension Plan.
“ Plan Year
” means the
12-month period beginning each January 1st and ending on the
next December 31st.
“ Related Company
” shall have the
same meaning as “Related Company” under the Pension
Plan.
“ Separation from
Service” or “Separates from Service
” means a
separation from service, within the meaning of Code section 409A,
with the Employer and all Affiliates, applying the special rules
regarding military service and periods of leave treated as
continued employment pursuant to Treas. Reg.
§1.409A-1(h)(1)(i) and using a 50% threshold for the level of
service rather than 20% under Treas. Reg.
§1.409A-1(h)(1)(ii).
“ Social Security
Taxable Wage Base ” means, with respect to any calendar year, the
contribution and benefit base in effect under Section 230 of
the Social Security Act at the beginning of the calendar
year.
“ Supplemental MESIP
” means the
Coca-Cola Enterprises Inc. Supplemental Matched Employee Savings
and Investment Plan.
“ Supplemental Pension
Plan ” means
the Coca-Cola Enterprises Inc. Supplemental Pension
Plan.
“ Surviving Spouse
” shall have the
same meaning as “Surviving Spouse” under the Pension
Plan. As under the Pension Plan, references to a “Surviving
Spouse” or “spouse” shall be interpreted to refer
to a person of the opposite sex to whom the Participant is legally
married, and references to “married” or
“unmarried” shall be interpreted to refer to a legal
marriage to a person of the opposite sex.
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“ Vesting Service
” shall have the
same meaning as “Vesting Service” under the Pension
Plan and shall be determined, for purposes of the Plan, in the same
manner as under the Pension Plan. Notwithstanding the preceding
sentence, “Vesting Service” may also, in the sole
discretion of the Administrative Committee, include periods of
service granted under an employment, severance, settlement or other
written agreement between the Participant or a Related Company and
the Employer.
ARTICLE III
PARTICIPATION
3.1. Initial
Participation . An Employee shall become a Participant in
the Plan on the later of the date on which he (a) becomes an
Eligible Employee or (b) becomes a participant in the Pension
Plan.
3.2. Cessation of
Participation . A Participant who ceases to be an Eligible
Employee as a result of a change in his employment classification
shall no longer be a Participant and shall not be entitled to
accrue a benefit under the Plan after the last day of the year in
which the change in employment classification occurs or after such
other applicable date determined by the Administrative Committee.
If such a Participant Separates from Service with the Employer and
all Affiliates before the end of the period described in the
preceding sentence, any benefit calculations under the Plan shall
include Compensation and Benefit Service through the date of such
Separation from Service.
A Participant who Separates from
Service with the Employer and all Affiliates after the period
described in the first sentence of this Section shall have the
benefit calculated under Article IV as of the date he is no longer
a Participant transferred to the Supplemental Pension Plan. Such
transferred benefit shall constitute a minimum benefit as provided
in Section 4.3 of the Supplemental Pension Plan. The
transferred benefit shall be calculated based on the reduction
factors provided in this Plan for purposes of determining whether
it exceeds the benefit provided under the generally applicable
Supplemental Pension Plan formula, and if the transferred benefit
exceeds such Supplemental Pension Plan benefit, it shall be
converted to a lump sum or installments, as applicable, using the
interest rate and mortality table applicable under this
Plan.
ARTICLE IV
BENEFITS
4.1. Calculation of
Benefit . A Participant’s benefit under this Plan
shall be calculated in the manner described in this
Section 4.1 and paid at the time and in the form provided in
Section 4.2.
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(a)
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Normal
or Late Retirement . A
Participant who Separates from Service with the Employer and all
Affiliates on or after attainment of his Normal Retirement Age
shall be entitled to a benefit calculated based on a life annuity
in an amount equal to the excess, if any, of (1) over
(2) below:
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(1)
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A
retirement benefit equal to 1.15% percent of the
Participant’s Final Average Earnings plus 0.25% of the
Participant’s Final Average Earnings in excess of the Social
Security Taxable Wage Base in effect in the year the Participant
Separates from Service with the Employer and all Affiliates,
multiplied by the Participant’s Benefit Service.
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(2)
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The
Participant’s Pension Plan Base Benefit.
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If a Participant was previously an
Employee and accrued a vested benefit under this Plan during that
prior period of employment, then an amount shall be added to clause
(2) above that is equal to such prior period vested Plan
benefit determined in the form of a single life annuity payable at
Normal Retirement Age.
Solely for purposes of this Article
IV, “Benefit Service” shall also include, in
calculating the amount under clause (1) and the Pension Plan
Base Benefit under clause (2), the number of months of Benefit
Service, if any, expressly provided for under a severance agreement
with the Employer or a severance
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plan of the Employer, or, if no
additional Benefit Service is expressly provided for under such
severance agreement or plan, the number of full months of the
Participant’s compensation that was used to determine the
amount paid to the Participant under such severance agreement or
plan. The crediting of such additional Benefit Service is
contingent on the Participant signing any release or other
agreement required by the Employer before the date specified by the
Employer.
If a Participant becomes vested in
his benefit under this Plan pursuant to the provision regarding
transfers to a Related Company under Article V, the benefit
calculated under cla