Exhibit 10.14.4
Form of Stock Option Agreement
For France
In Connection with the 2001 Stock
Option Plan and
the 2001 Stock Option Plan for
French Employees
Name of Optionee:
Number of Options, each for one
share of Coca-Cola Enterprises common stock:
Grant Date:
Option Exercise Price:
Conditions for Vesting:
We are pleased to advise you of your
20 stock option award from
Coca-Cola Enterprises Inc. (also referred to as the
“Company”), which is provided to you as an employee of
the Company’s French subsidiary. The terms and conditions
applicable to this grant of stock options are described
below.
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1.
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Duration
of Options. Your
options expire on [ insert a date 10 years from the Grant
Date].
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2.
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Exercise
of Options After Termination. You
must have been continuously employed by the Company or one of its
subsidiaries through the date you exercise any vesting option.
However, if your employment terminates, this condition will be
considered, only for purposes of the preceding sentence ,
satisfied for
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a.
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60
months following your termination because of retirement or
disability*
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(*In the event of your death within
54 months of your termination on account of retirement or
disability, your options may only be exercised for 6 months
following your death.)
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b.
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6
months after your termination because of death
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c.
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6
months after your termination for any other reason.
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3.
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Effect
of a Change in Control of the Company . Your
options will become immediately exercisable in the event a Change
of Control of the Company occurs during your employment and prior
to the options’ vesting date. If you are employed by the
Company at the time a Change in Control of the Company occurs, your
options will remain exercisable until [ insert a date 10 years
from the Grant Date] , even if at the time of the exercise you
are no longer employed.
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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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“Retirement”
means an optionee’s voluntary termination of employment on or
after the earliest date on which such optionee would be eligible
for an immediately payable benefit under the defined benefit
pension plan in which the optionee participates.
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b.
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“Disability”
means the optionee’s 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.
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c.
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“Continuous
employment” includes employment with The Coca-Cola Company or
one of its subsidiaries and the Company has an agreement with your
new employer regarding the continuation of certain benefits if you
become immediately employed by such company.
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d.
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“Change
in Control” shall be deemed to have occurred under any of the
circumstances described below in subparagraphs (i) through
(iv):
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(i) If any “person”,
except for:
the Company or any subsidiary of the
Company;
a trustee or other entity holding
securities under any employee benefit plan of the Company or any
subsidiary of the Company; and
The Coca-Cola Company, but only to
the extent of its “current ownership”
is or becomes the “beneficial
owner” directly or indirectly, of securities of the Company
representing more than 20% of the combined total voting power of
the Company’s then-outstanding securities.
As used in this definition of
“change in control”
“person” is used as
defined in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934 (as amended);
“beneficial owner” is
used as defined in Rule 13d-3 of the Securities Exchange Act of
1934 (as amended), and
“current ownership”
of The Coca-Cola Company means that entity’s direct and
indirect beneficial ownership of no more than an aggregate of
168,956,718 shares of the Company’s common stock (including
shares of the Company’s common stock issuable upon the
exercise, exchange or conversion of securities exercisable or
exchangeable for, or convertible into, shares of the
Company’s common stock), the aggregate number being subject
to adjustment for subsequent stock splits or dividends payable in
stock that are applicable to all shares of the Company’s
common stock.
(ii) If during any period of two
consecutive years,
the individuals constituting the
Board of Directors of the Company at the beginning of the two-year
period; and any new Director — except for a director
designated by a person who has entered into an agreement with the
Company to effect a “change in control” described in
(a), (c) or (d) —whose election by the Board or
nomination for election by the Company’s shareowners was
approved by a vote of at least two-thirds of the Directors then
still in office who were either directors at the beginning of the
two-year period or whose election or nomination for election was
previously so approved
cease for any reason to constitute
at least a majority of the Board.
(iii) If the shareholders of the
Company approve a merger, consolidation or share exchange with any
other “person”, other than:
a merger, consolidation or share
exchange that would result in the voting securities of the Company
outstanding immediately prior to such event continuing to represent
(either by remaining outstanding or being converted into voting
securities of either
(A) the surviving entity
or
(B) another entity that owns,
directly or indirectly, the entire voting interest in the surviving
entity (the “parent”))
more than 50% of the voting power of
the voting securities of the Company or the surviving entity (or
its “parent”) outstanding immediately after such event;
or
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a merger or consolidation effected
to implement a recapitalization of the Company in which no
“person” acquires more than 30% of the combined voting
power of the Company’s then-outstanding
securities;
then, a “change in
control” shall have occurred immediately prior to such
merger, consolidation or share exchange.
(iv) The shareholders of the Company
approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets (or any transaction
having a similar effect).
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5.
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Nature
of Grant. In
accepting the grant, you are acknowledging that
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a) the Plan is established
voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at
any time, unless otherwise provided in the Plan and this
Agreement;
(b) the grant of the options is
voluntary and occasional and does not create any contractual or
other right to receive future grants of options, or benefits in
lieu of options, even if options have been granted repeatedly in
the past;
(c) all decisions with respect to
future option grants, if any, will be at the sole discretion of the
Company;
(d) in consideration of the grant of
options, no claim or entitlement to compensation or damages shall
arise from termination of the options or diminution in value of the
options or shares purchased through exercise of the options
resulting from termination of your employment by the Company or
your employer (for any reason whatsoever and whether or not in
breach of local labor laws) and you irrevocably release the Company
and your employer from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court
of competent jurisdiction to have arisen, then, by accepting this
grant you shall be deemed irrevocably to have waived your
entitlement to pursue such claim; and
(e) in the event of involuntary
termination of your employment (whether or not in breach of local
labor laws), your right to receive options and vest in options
under the Plan, if any, will terminate effective as of the date
that you are no longer actively employed and will not be extended
by any notice period mandated under local law (e.g., active
employment would not include a period of “garden leave”
or similar period pursuant to local law); furthermore, in the event
of involuntary termination of employment (whether or not in breach
of local labor laws), your right to exercise the options after
termination of employment, if any, will be measured by the date of
termination of your active employment and will not be extended by
any notice period mandated under local law; the Company shall have
the exclusive discretion to determine when you are no longer
actively employed for purposes of your option grant.
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6.
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Data
Privacy. You
hereby explicitly and unambiguously consent to the collection, use
and transfer, in electronic or other form, of your personal data as
described in this document by and among, as applicable, your
employer, and the Company and its subsidiaries and affiliates for
the exclusive purpose of implementing, administering and
managi
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