EXHIBIT 10.8
THIS AGREEMENT is made on
28th January 2009
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(1)
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COCA-COLA
ENTERPRISES EUROPE LIMITED (registered in England No. 27173)
whose registered office is at Charter Place, Uxbridge, Middlesex
UB8 1EZ (“the Company”)
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and
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(2)
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HUBERT
PATRICOT (“You”)
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WHEREBY IT IS AGREED as
follows:-
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(A)
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You
shall serve the Company and its Associated Companies as
PRESIDENT, EUROPE GROUP and EXECUTIVE VICE PRESIDENT
of COCA-COLA ENTERPRISES INC. or in such other capacity of a like
status as the Chief Executive Officer may reasonably require with
effect from the Commencement Date or such other date as may be
agreed in writing, unless and until your employment shall be
terminated by the Company giving to you not less than six
months’ notice in writing or you giving to the Company not
less than six months’ notice in writing in either case
expiring at any time.
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(B)
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If
you have given notice of termination of employment to the Company
instead of requiring you to work during your notice period (or any
remaining part of it), the Company may (at its discretion) choose
to terminate your employment immediately and pay you a sum
equivalent to your basic salary (less appropriate income tax and
social security deductions) in respect of the notice period (or the
remaining part of it). The Company may elect at its discretion to
make any such payment as one lump sum or in equal instalments on
the days when you would have received your basic salary if you had
continued in employment throughout your notice period.
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(C)
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The
date on which your continuous employment with the Company commenced
was 24 February 1986.
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(A)
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You
shall exercise such powers and perform such duties consistent with
your status in relation to the business of the Company or any
Associated Company as may from time to time be assigned to you by
the Company. You shall comply with all directions from the Company
and whatever codes, policies, procedures and rules that the Company
may introduce which may apply to your employment. You shall report
to the Chief Executive Officer (or whichever person is nominated by
the Chief Executive Officer at any time) who may change your
reporting line at any time or insert additional tiers of management
above you.
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(i)
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promote
and protect the interests and reputation of the Company and its
Associated Companies;
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(ii)
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perform
your duties in a professional and co-operative manner;
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(iii)
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promptly
disclose to the Company any information which comes into your
possession which may materially adversely affect the Company,
including any information about another employee’s plans to
resign and/or compete with the Company;
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(iv)
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promptly
disclose to the Board any material breach by the Company of any
legal obligation, any material financial mismanagement or any other
malpractice within the Company which comes to your
attention;
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Page 1 of 8
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(v)
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keep
the Company fully informed or your business-related activities and
give whatever information and explanations are requested of you by
the Company;
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(vi)
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conduct
your personal and working life in a way that does not damage or
risk damaging your own or the Company’s reputation;
and
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(vii)
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comply
with all Company policies and procedures including, without
limitation, the Company’s Code of Business
Conduct.
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(C)
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Your
normal place of work shall be the Company’s offices in
Uxbridge, UK, although you will have responsibilities
internationally and will be required to travel to other countries
around the world, including each country in which the Company has
operations within Europe. The Company reserves the right to change
your normal place of work to any other location within
Europe.
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(A)
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You
shall be paid an annual basic salary equivalent to
€370,000 per annum payable monthly in arrears.
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(B)
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The
Compensation Committee shall review, but shall not be obliged to
increase, the base salary payable under this Agreement each
year.
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(C)
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The
Company reserves the right to deduct from you salary or any other
sums due to you any payments due from you to the
Company.
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You shall be entitled to an annual
payment(s) (net of taxes) equal to the amount(s) which, had you
been eligible to participate in such plans in respect of your
employment with the Company, would have
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(i)
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been
allocated to you under the Coca-Cola Enterprise SAS Profit Sharing
Plans (“interssement” and “participation”);
and
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(ii)
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contributed
to that company’s defined contribution pension
plan.
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Such payment(s) shall be paid to you
within 20 days of the date payments or contributions would have
been made to these plans if you had been an active
participant.
In 2008 and in the year that your
employment terminates part way through the year, you shall be
entitled to a pro rata payment in respect of your employment with
the Company in that respective year.
You will receive a mobility
allowance with effect from 1 January 2009 equivalent to
€77,270 per annum. This will be paid to you quarterly
with the first payment made on or around 1 January
2009.
The Company will contribute to the
French social security system in accordance with the requirements
applicable to employees of a foreign employer that is not
established in France.
The Company shall provide for you a
car and related benefits in accordance with its Car Policy in place
at the time.
Page 2 of 8
Subject to compliance with the
Company’s Attendance Management Policy and the Sick Leave
provisions within the Company’s Employee Handbook, you will
be eligible to receive sick pay in line with Company policy in
operation at that time inclusive of any Statutory Sick Pay payable
to you.
The following benefits currently
apply to you. The Company, however, reserves the right to withdraw,
alter or replace any of these benefits. In such circumstances,
there shall be no obligation on the Company to replace any benefit
with an equivalent or indeed any other benefit.
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(A)
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Executive
Management Incentive Plan
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You shall be eligible to participate
in the Coca-Cola Enterprises Inc. Executive Management Incentive
Plan, subject to the rules of such Plan as determined each year by
the Compensation Committee.
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(B)
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Long-Term
Incentive Plan
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(i)
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You
shall be eligible to receive an annual long-term incentive award
subject to the rules and conditions of the Coca-Cola Enterprises
Inc. programme which may be changed at any time. The target value
and performances goals of such programme shall be determined each
year by the Compensation Committee.
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(ii)
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With
respect to the long-term incentive awards consisting of stock
options and performance units made to you on October 30, 2008
(“the Awards”), the Company will pay on your behalf any
French social security contributions which become due on the
exercise of your stock options and the vesting of your performance
units in so far as the amount of such social security contributions
exceed the amount of French social security contributions that
would have been payable by you if the Awards had been made to you
under the Company’s French qualified sub-plans. The social
security contributions paid on your behalf will be grossed up for
both UK (and if relevant French) income tax purposes.
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The Company will cover you and your
family (spouse and dependent children) under a private medical
insurance scheme, subject to the rules and terms and conditions of
such scheme.
You are entitled to regular medicals
in accordance with the plans in which you are enrolled.
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(E)
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Life
Assurance and Accident Insurance
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The Company will provide you with
life assurance and 24 hour worldwide accident coverage in
accordance with Company policy in operation at that time, subject
to the rules and terms and conditions of such cover.
You will be entitled to benefit from
the Company’s Options Flexible Benefit Scheme, subject to the
rules of such Scheme.
The Company will provide you with
tax preparation services with respect to your annual income tax
returns which services will be provided through a firm engaged by
the Company.
Page 3 of 8
The Company shall reimburse to you
out-of-pocket expenses which you may from time to time incur in the
proper performance of your duties under this Agreement subject to
the rules of its Travel and Expenses Policy from time to
time.
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(A)
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Your
annual holiday entitlement is 33 days plus 8 to 10 public holidays,
as provided to employees of Coca-Cola Enterprise SAS. The holiday
year runs from 1 January to the following 31
December.
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(B)
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On
leaving the Company you will be paid salary equivalent to unused
accrued holiday entitlement.
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12.
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Confidential
Information
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Except for information which is in
the public domain, (save as your breach of confidence), or which
you are required to disclose by law or regulation, you shall not,
either during your employment or afterwards, use to the detriment
or prejudice of the Company or any Associated Company or, except in
the proper course of your duties during this Agreement, divulge to
any person any trade secret or any other Confidential Information
which may have come to your knowledge during your
employment.
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13.
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Post-termination
Restrictions
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(A)
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In
order to protect the Company’s and the Associated
Companies’ confidential information, trade secrets, goodwill
customer base, potential customer base, other business connections
and stable workforce, you agree to be bound by the restrictions set
out below.
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You will not Directly or Indirectly
without the Company’s written consent:
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(i)
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for
the period of six months following the Termination Date be engaged
in or concerned in any executive, technical or advisory capacity in
any business concern which is in competition with the business of
the Company or any Relevant Associated Company. This restriction
shall not
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