|
EXHIBIT
10.32
Coca-Cola Enterprises
Inc.
Stock Option Grant In
Connection with the 2007 Incentive Award Plan
(Senior
Officer)
Name of Optionee:
Number of Options, each one for one
share of common stock of Coca-Cola Enterprises Inc.:
Grant Date:
Option Exercise Price:
Conditions for Vesting:
We are pleased to advise you of your
stock option grant from Coca-Cola Enterprises Inc. (also referred
to as the “Company”). The terms and conditions
applicable to this grant of stock options are described
below.
| 1. |
Duration of Options. Your vested options may be
exercised for ten years from the date of grant (“Expiration
Date”), as long as you are continuously employed by the
Company or an Affiliated Company. |
| 2. |
Effect of Termination of Employment. If your employment
terminates before the Expiration Date, your unvested options are
forfeited. |
Any options that are, or
become, vested at the time of your termination may only be
exercised up to the earliest of the Expiration Date,
or
| |
a. |
48 months after your termination because of
Retirement |
| |
b. |
36 months following your death or termination due to your
Disability |
| |
c. |
24 months following your Severance Termination |
| |
d. |
6 months after your termination for any other
reason. |
| 3. |
Effect of a Change in Control of the Company. In the
event of your Severance Termination within two years of a Change in
Control of the Company (as defined in the 2007 Incentive Award
Plan), any unvested options shall become vested on your termination
date and all the options that are, or become, vested at the time of
your termination may be exercised up to the Expiration
Date. |
| 4. |
Definitions . For purposes of this grant, the following
definitions apply: |
| |
a. |
An “Affiliated Company” includes The Coca-Cola
Company and any company of which the Company or The Coca-Cola
Company owns at least 20% of the voting stock or capital if
(1) such company is a party to an agreement that provides for
continuation of certain employee benefits upon immediate employment
with such company and (2) the Company agrees to this
subsequent employment. |
| |
b. |
“Disability” means your inability, by reason of a
medically determinable physical or mental impairment, to engage in
any substantial gainful activity, which condition, in the opinion
of a physician approved of by the Company, is expected to have a
duration of not less than one year. |
| |
c. |
“Retirement” means your termination of employment
at or after age 55, provided (i) you are eligible for an
immediately payable benefit under the Coca-Cola Enterprises Inc.
Employees’ Pension Plan and (ii) you are not terminated
for Cause. |
| |
d. |
“Severance Termination” means your involuntary
termination without Cause or your voluntary termination for Good
Reason, provided that you execute a release of all potential claims
against the Company. For purposes of this definition,
“Cause” means (i) willful or gross misconduct that
is materially detrimental to the Company, (ii) acts of
personal dishonesty or fraud toward the Company or
(iii) conviction of a felony, except for a conviction related
to vicarious liability based solely on your position with the
Company, provided that you had no involvement in
|
|
