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Option Agreement > Form Stock Option Agreement (Chief Executive Officer and Senior Officers) In connection with the 2007 Incentive Award Plan For Awards After October 29, 2008
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Exhibit 10.16.4
Form Stock Option
Agreement
(Chief Executive Officer and
Senior Officers)
In connection with the 2007
Incentive Award Plan
For Awards After October 29,
2008
Name of Optionee:
Number of Options, each one for one
share of Coca-Cola Enterprises Inc. common stock:
Grant Date:
Option Exercise Price:
Conditions for Vesting:
The terms and conditions applicable
to the grant of stock options made by Coca-Cola Enterprises Inc.
(the “Company”) to U.S. employees on this Grant Date
are described below. This grant was made under the Coca-Cola
Enterprises Inc. 2007 Incentive Award Plan (the
“Plan”), the terms of which are incorporated into this
document. All capitalized terms in this agreement (the
“Agreement”) shall have the meaning assigned to them in
this Agreement or in the Plan.
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1.
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Duration
of Options. You
have until [ insert date 10 years from the date of grant ],
to exercise any vested options, as long as you are continuously
employed by Coca-Cola Enterprises or an Affiliated
Company.
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2.
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Effect
of Termination of Employment. If
your employment terminates before options are vested, any unvested
options will be forfeited. Any options that are, or become, vested
at the time of your termination may only be exercised up to the
earliest of [ insert date 10 years from the Grant Date
], or
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a.
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48
months following your Retirement
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b.
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36
months following your death or termination due to your
Disability
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c.
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24
months following your Severance Termination
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d.
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6
months following your termination for any other reason.
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3.
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Effect
of a Change in Control of the Company. In the
event of your Severance Termination within two years after a Change
in Control of the Company (as defined in the 2007 Incentive Award
Plan), any unvested options will become vested on your termination
date, and all of the options that are, or become, vested at the
time of your termination may be exercised until [ insert date 10
years from the Grant Date ].
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4.
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Definitions.
For
purposes of this grant, the following definitions apply:
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a.
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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 the Company agrees to
this subsequent employment.
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b.
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“Disability”
means your inability, by reason of a medically determinable
physical or mental impairment, to engage in any substantial gainful
activity for at least one year.
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c.
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“Retirement”
means your termination of employment from the Company or an
Affiliated Company at or after age 55, provided (i) your age
and service, when added together, equals 60 and (ii) you are
not terminated for Cause.
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d.
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“Severance
Termination” means your involuntary termination without Cause
or, within two years of a Change in Control of the Company, your
voluntary termination for Good Reason, provided you execute a
release of all potential claims against the Company.
“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, e
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